SECURITIES AND EXCHANGE COMMISSION
				     Washington, D. C.  20549

				   	      FORM 10-K

		     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
			       THE SECURITIES EXCHANGE ACT OF 1934

          For the Fiscal Year Ended          Commission File Number
              March 31, 1998                           0-17084        

                        THE SMITHFIELD COMPANIES, INC.     
            (Exact name of Registrant as specified in its charter)
               Virginia                               54-1167160     
            (State or other jurisdic-               (I.R.S. Employer 
             tion of incorporation)                  Identification No.)

            311 County Street, Portsmouth, VA                23704 
           (Address of principal executive offices)          (Zip Code)

     Registrant's telephone number including area code:(757) 399-3100

     Securities registered pursuant to Section 12(b) of the Act:  None

     Securities registered pursuant to Section 12(g) of the Act:

  		        Common Stock, No Par or Stated Value
			     	       (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.                 Yes  X  No __ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.                                           [  ]

The aggregate market value of voting stock held by non-affiliates of the 
Registrant computed by reference to the average bid and asked prices on June 
5, 1998:   $7,402,192

The number of shares outstanding of each of the Registrant's classes of 
Common Stock, as of June 5, 1998 was 2,343,411 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the year ended March 31, 1998 
are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual shareholders meeting are 
incorporated by reference into Part III.


 PART I



ITEM 1.   BUSINESS

General

	Through its operating units, The Smithfield Companies, Inc. ("the Company") 
produces and markets a wide range of branded food products to the retail 
grocery and food service industries.  The Company has the legal right through
two of its units (Smithfield Ham and Joyner) to label certain of its aged, 
dry cured hams as genuine "Smithfield" hams, a term that can be used by only 
two other companies.  The use of this term is protected by the laws of the 
Commonwealth of Virginia and enforced by the United States Department of
Agriculture.

	The Company was incorporated in Virginia in 1981 as Pruden Foods, Inc.  The 
name was changed to The Smithfield Companies, Inc. in 1985.

	The Company does not raise or slaughter animals or grow any vegetable 
products, but instead purchases all meats and ingredients for processing and 
curing.  The Company purchases its meats and ingredients from a variety of 
suppliers and it is not dependent on any one particular supplier for a 
material portion of meats, ingredients or packaging materials.


The Smithfield Ham and Products Co., Inc.

	Founded in 1917 as a specialty food producer emphasizing genuine 
"Smithfield" hams, Smithfield Ham has evolved from a cured meat producer and 
meat canner to become primarily a producer of frozen barbecues and chilies 
for the food service and retail grocery industries.  Smithfield Ham began 
producing frozen barbecues in 1985 primarily for the food service industry.  
On February 28, 1997, Smithfield Ham acquired the frozen barbecue and chili 
product lines of Doughtie's Foods, Inc. The operations have been in

	Smithfield Ham produces and markets barbecue sauces in plastic and glass 
containers and portion control packets for both the food service and retail 
grocery industries.  It also markets deviled meat spreads, canned barbecues, 
country hams and genuine "Smithfield" hams under the "Amber" brand.  10% of 
Smithfield Ham's sales is composed of cured hams, honey glazed hams, canned 
meat products and meat spreads in glass containers marketed under the 
following brands: "James River", "Princess Anne" and "Amber".  These products
are sold in the Mid-Atlantic States to retail grocery accounts and, jointly
with Joyner, by direct mail through seasonal consumer catalogs.  

 The remaining 4% of the unit's sales relates to barbecue sauces sold to the 
fast food industry.  These products are marketed primarily in the southeast 
under the "James River" brand.


V. W. Joyner & Co.

	Founded in 1889, V. W. Joyner & Co. is a curer and packer of genuine 
"Smithfield" hams under the "Joyner" brand and a curer and packer of country 
hams under the "Red Eye" brand.  Joyner has expanded its business by further 
processing these two main products into various sliced, cooked and pressed 
variations for both the food service and retail grocery industry.  The curing 
procedures for genuine Smithfield and country hams have not changed 
appreciably in the last 100 years, which accounts for the distinct and
readily identifiable taste associated with these hams. 

	Joyner's sales are concentrated in Virginia, but Joyner maintains a large 
number of small accounts throughout the country.  In addition, Joyner sells 
by direct marketing through seasonal consumer catalogs in combination with 
Smithfield Ham.  

	Joyner's business is highly seasonal, concentrated during the Thanksgiving 
and Christmas holiday period.  As a result, the third fiscal quarter 
accounted for 46% of Joyner's annual sales.


Pruden Packing Co., Inc.

	Established in 1917 by P. D. Pruden, Pruden's first 50 years involved a 
number of activities, including curing country hams and other pork products, 
ginning cotton and packing potatoes and watermelons.  By the late 1960's, 
Pruden focused exclusively on curing and packing dry cured pork products, 
including country hams, bacon and shoulders, which remain its primary products.

	Pruden markets its country meats primarily in Virginia and North Carolina 
under the "Peanut City" and "Pruden" brands.  It also exports hams and 
shoulders to the Caribbean under its own and private label brands.  Pruden's 
top ten customers account for approximately 76% of its sales.

	Pruden's business is highly seasonal, concentrated during the Thanksgiving 
and Christmas holiday period.  As a result, the third fiscal quarter 
accounted for 47% of its annual sales.

	Pruden was acquired in 1986 by the Company.  The plant is located in 
Suffolk, Virginia.

Williamsburg Foods, Inc./The Peanut Shop, Inc.

	These two subsidiaries are operated as one unit of the Company and involve a
manufacturing facility which operates as Williamsburg Foods, Inc. and four 
retail stores, which trade as "The Peanut Shop".

	The manufacturing facility processes high quality extra large Virginia 
peanuts and premium cashews, which it packs in vacuum sealed tins and other 
containers for its own retail stores, for sale to other retailers, and for 
direct marketing to consumers through its seasonal retail catalogs.  In 
addition, Williamsburg also packs, under its label, other specialty products 
such as pistachios, cashews and soups, and purchases for resale related 
peanut products, including candy and peanut butter.  All of these products are
marketed under "The Peanut Shop of Williamsburg" label to specialty customers
throughout the Country.

	The retail stores, currently located in the southeastern United States, are 
located in tourist oriented shopping areas.  Each store operates with a 
separate name depicting its location (i.e. The Peanut Shop of Williamsburg). 
The stores feature their own brand of peanuts and peanut products, an 
extensive line of other nut products and a large selection of the Company's 
cured meat products.  Management will continue to look for additional 
locations to open retail stores.

	Williamsburg Foods, Inc. and The Peanut Shop, Inc. were acquired in late 
1986.  The manufacturing facility is located near Williamsburg in James City 
County, Virginia.


Marketing and Customers

	The Company is not dependent on any single customer or few customers, the 
loss of any one or more of which would have a material adverse effect on the 
Company.  No customer accounts for more than 10% of the Company's 
consolidated sales.

	Each unit has developed a marketing strategy, which emphasizes quality 
products, customer service and maximum use of its regional brand awareness by
consumers.  Whenever possible the "Smithfield" name is emphasized by 
Smithfield Ham and Joyner to take advantage of the name's favorable image in 
the food industry and with consumers.  The units have wholesale accounts 
throughout the United States, but the primary market area is the states of 
Virginia, Maryland, North Carolina, South Carolina, West Virginia, Tennessee,
Georgia, Florida and the District of Columbia.

	At Smithfield Ham, an executive supervises four sales executives and a 
network of regional brokers.  Smithfield Ham utilizes volume discounts and 
co-op advertising to promote its products.  Products are distributed by its 
fleet of four trucks but many customers use their own trucks to pick up 
Smithfield Ham products.  The unit does no media advertising except related 
to its direct marketing (catalog) business, where direct consumer response 
ads are placed in selected national and regional magazines.

	At Joyner, the general manager and the sales manager are responsible for all
food service and retail grocery accounts and supervision of a small group of 
brokers around the country.  Located within one mile of each other, Joyner 
and Smithfield Ham share the same delivery fleet of four trucks for Virginia 
deliveries and generally use common carrier or customer pickup for sales 
outside Virginia.

	Joyner utilizes volume discounts, co-op advertising and point-of-sale 
advertising to promote its products.  Like Smithfield Ham, Joyner does no 
media advertising except related to its direct marketing (catalog) efforts 
with Smithfield Ham.

	Currently, there are only four producers of genuine "Smithfield" hams.  By 
the laws of the Commonwealth of Virginia, a genuine Smithfield ham must be 
dry cured and aged for a minimum of six months and the processing must take 
place within the town limits of Smithfield, Virginia.  The law is enforced by
both state and federal meat regulatory personnel.  The Company's Smithfield 
Ham and Joyner units are two of the four producers currently permitted to 
call certain of their hams genuine "Smithfield", thus creating a unique and
protected market for their two brands of this specialty ham.

	Pruden sells primarily to retail grocery chains and retail distributors in 
eastern Virginia and eastern North Carolina.  Pruden's president and its 
general manager supervise all sales activities.  Pruden uses volume discounts
and co-op advertising but does no other media advertising.  Pruden 
distributes its products on two trucks within its geographical market, 
although several of Pruden's primary distributors pick up products from its 
plant in Suffolk, Virginia.  Pruden exports dry cured hams and other pork
products to a number of Caribbean Islands in the fall of each year.

	Williamsburg sells to a wide variety of specialty retail outlets and 
catalogers throughout the country.  Its vice president and general manager 
and the sales manager are responsible for generating these sales through 
direct calls, "fancy food" trade shows and trade publications.  
Williamsburg's direct consumer marketing (catalog) sales are generated from 
two mass mailings per year.  Wholesale distribution is largely by common 
carrier.  The balance of Williamsburg's sales are accounted for by its 
subsidiary, The Peanut Shop, Inc., which operates four retail stores.


Raw Materials

	One of the Company's primary raw materials consists of fresh and frozen pork
products purchased domestically or imported.  Another significant raw 
material is raw peanuts purchased primarily from Virginia and North Carolina.
Should increases in the cost of raw materials occur, the Company may not be 
able to pass such increases through to its customers.  The Company has a 
number of suppliers throughout the United States and Canada and has not 
experienced any difficulty in obtaining adequate supplies of its raw materials.


Competition

	Because of the Company's variety of products and its sales to both the 
retail grocery industry and the food service industry, its competitors are 
likewise varied and numerous.  Smithfield Ham competes with several large and
small regional food processors.  Joyner and Pruden primarily compete with a 
number of small ham processors of similar size located in Virginia and North 
Carolina. Williamsburg competes with a number of peanut processors of similar
size located in Virginia and North Carolina.  The Company believes that all of
its units compete effectively with other food processors by providing products
of predictable quality and consistency, and responsive service to its 
customers.


Employees

	As of March 31, 1998, the Company had approximately 87 full-time employees 
and 64 part-time employees.  During the peak holiday period from September 
through December, the Company typically has employed up to an additional 50 
seasonal employees.  All hourly, non-clerical employees at Pruden are 
represented by Local 25/65 of the United Auto Workers Union.  The collective 
bargaining agreement expires on May 7, 2002.  At Smithfield Ham and Joyner, 
all hourly, non-clerical employees are represented by Local 1046 affiliated
with the Laborers' International Union of North America, AFL-CIO, and are in 
the third year of a three year contract. All other units are non-union.  
Virginia is a right-to-work state. 

	None of the units with collective bargaining agreements has ever experienced
a strike and the Company considers its employee relations to be good.


Government Regulation

	Food products purchased, processed and sold by the Company are subject to 
various federal, state and local laws and regulations, including the federal 
Meat Inspection Act and the Food and Drug Act.  Smithfield Ham, Joyner and 
Pruden are subject to United States Department of Agriculture regulations 
regarding quality, labeling and sanitary control.  Pruden has been under the 
U. S. Department of Agriculture's Total Quality Control System Program (TQC) 
since 1985, which enables Pruden to self-inspect its products and production
conditions and techniques.  The Company is also subject to various federal, 
state and local regulations regarding work place health and safety, 
environmental protection, equal employment opportunity and other matters.


Trademarks

	All significant brand names used by the Company are protected by actual or 
pending federal trademark registration.  



ITEM 2.  PROPERTIES

 The Smithfield Ham plant is located on seven acres in Smithfield, Virginia.
The office and manufacturing facilities have a total of 41,012 square feet. 
The Joyner facility with 30,714 square feet on three acres is also located in
Smithfield.  In May 1998, construction began on a new 19,000 square foot 
frozen food processing plant in Smithfield.  Construction is expected to be 
completed in January 1999.  Pruden occupies a 32,127 square foot facility on 
three acres in Suffolk, Virginia.  Williamsburg occupies a 20,000 square foot
facility on 1.5 acres in James City County, Virginia.  The Company also owns an 
office building with approximately 13,000 square feet of leasable space.  The
Company occupies approximately 3,000 square feet and the remaining portion is 
available for lease.  The Company owns all of its property free of any liens
or encumbrances.  In addition to this property, the Company has operating 
leases for each of its retail operations.  Commitments associated with these 
leases are disclosed in Note H to the Company's consolidated financial 
statements and is incorporated herein by reference.

	All of the Company's facilities have access to municipal sewer systems.  
management believes that the sewage treatment facilities available to the 
Company are and will continue to be adequate.

	The Company believes its facilities and equipment are generally well 
maintained and have a capacity adequate for the Company's current needs.


ITEM 3.  LEGAL PROCEEDINGS

         None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

PART II
                     
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND 
         RELATED STOCKHOLDERS MATTERS

     	   Common Stock Market Prices and Dividends on the inside back cover
         of the annual shareholders report for the year ended March 31, 1998
    	    is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

     	   Selected Financial Data on page 3 of the annual shareholders
	    	   report for the year ended March 31, 1998 is incorporated
	    	   herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
     	   FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         Management's Discussion and Analysis of Financial Condition
	    	   and Results of Operations on pages 4 through 6 of the annual
	    	   shareholders report for the year ended March 31, 1998 is
	    	   incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The report of Coopers & Lybrand L.L.P., independent auditors, and 
         the Consolidated Financial Statements included on pages 7 through
	    	   17 of the annual shareholders report for the year ended
     	   March 31, 1998 are incorporated herein by reference.

     	   Quarterly Results of Operations on page 18 of the annual
	    	   shareholders report for the year ended March 31, 1998 is
	    	   incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE

         None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE 
    	    REGISTRANT

         The information contained on pages 3 and 4 in the Company's proxy 
         statement dated June 25, 1998, with respect to directors of the 
         Company, is incorporated herein by reference in response to this 
         item. The information contained on page 18 of the annual 
         shareholders report for the year ended March 31, 1998 with respect 
         to executive officers, is incorporated herein by reference in 
         response to this item.

ITEM 11. EXECUTIVE COMPENSATION
	
         The information contained on pages 5 and 6 in the Company's proxy 
         statement dated June 25, 1998 with respect to executive compensation
         and transactions, is incorporated herein by reference in response 
         to this item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
     	   MANAGEMENT

         The information contained on pages 2 and 3 in the Company's proxy
         statement dated June 25, 1998 with respect to security ownership of
         certain beneficial owners and management is incorporated herein by
         reference in response to this item.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information contained on pages 4 and 5 in the Company's proxy
         statement dated June 25, 1998 with respect to certain relationships
         and related transactions, is incorporated herein by reference to
         this item.


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
    	    ON FORM 8-K

(a)   (1) and (2)--the response to this portion of Item 14 is submitted
	    	 as a separate section of this report.

      (3) Exhibits:
       3.1 Amended and Restated Articles of Incorporation.  Filed
     	     August 9, 1988, as Exhibit 3.1 to the Registrant's Form
     	     S-1, and incorporated herein by reference.   

       3.2 Bylaws.  Filed August 9, l988, as Exhibit 3.2 to the
     	     Registrant's Form S-1, and incorporated herein by
			  	     reference.

       4.1 Amended and Restated Rights Agreement, as Exhibit 4.1 to 
           the Registrant's Form 8-K as of July 31, 1991 and amended 
           on Form 8 on August 29, 1991, and incorporated herein by 
           reference.

      10.1 Stock Option Plan, adopted June 7, l988.  Filed August 9,
     	     1988, as Exhibit 10.1 to the Registrant's Form S-1, and
  		 	     incorporated herein by reference.

      10.2 Employment Agreements, dated June 7, 1988, with Richard
     	     S. Fuller, Peter D. Pruden, III.
           Filed August 9, 1988, as Exhibit 10.2 to the Registrant's
		   	     Form S-1, and incorporated herein by reference.
         
      10.3 Incentive bonus practice.  Filed August 9, l988, as Exhibit
  		 	     10.5 to the Registrant's Form S-1, and incorporated herein
     	     by reference.

      10.4 Profit Sharing Plan.  Filed June 29, 1989 as Exhibit 10.5
     	     to the Registrant's Forms 10-K for the year ended March 31,
     	     1989, and incorporated herein by reference.

      10.5 Employee Stock Ownership Plan.  Filed June 29, 1989 as
     	     Exhibit 10.6 to the Registrant's Form 10-K for the year
     	     ended March 31, 1989, and incorporated herein by reference.

     	10.6 Definitive agreement to sell the assets of the Bunker Hill 
           division dated June 8, 1995.  Filed June 28, 1995 as Exhibit 
           10.7 to the registrant's Form 10-K for the year ended March 
           31, 1995, and incorporated herein by reference.
   
      21.1 Subsidiaries of the Registrant.  Filed herewith.

(b)  Reports filed on Form 8-K for the quarter ended March 31, 1998--
		   	None

(c)  The response to this portion of Item 14 is submitted as a separate
     section of this report.

(d)  The response to this portion of Item 14 is submitted as a separate
     section of this report.

   



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, Registrant has duly caused this Report to be signed on 
its behalf by the undersigned, thereunto duly authorized.


                              THE SMITHFIELD COMPANIES, INC.


                              By   S/ Richard S. Fuller                  
                      						  Richard S. Fuller, President
						                        and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and dates indicated.


             Name              Capacity			 Date

  S/ James L. Cresimore      Chairman of the Board  June 25, 1998
  James L. Cresimore

  S/ Richard S. Fuller       President and Chief    June 25, 1998
  Richard S. Fuller          Executive Officer
                             (Principal Executive
                             Officer)

  S/ Peter D. Pruden, III    Executive Vice         June 25, 1998
  Peter D. Pruden, III       President, Secretary 
                             and Director

  S/ Mark D. Bedard          Treasurer and Chief    June 25, 1998
  Mark D. Bedard             Financial Officer
                             (Principal Financial
                             Officer and Principal
                             Accounting Officer)

  S/ Bernard C. Baldwin,III  Director               June 25, 1998
  Bernard C. Baldwin, III


  S/ Edward Acree            Director               June 25, 1998
  Edward Acree     


  S/ Frank H. Buhler         Director               June 25, 1998
  Frank H. Buhler  




















ANNUAL REPORT ON FORM 10-K

ITEM 14 (a) (1) AND (2), (c) AND (d)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

CERTAIN EXHIBITS

FINANCIAL STATEMENT SCHEDULES

YEAR ENDED MARCH 31, 1998

THE SMITHFIELD COMPANIES, INC.

PORTSMOUTH, VIRGINIA




FORM 10-K--ITEM 14 (a) (1) AND (2)

THE SMITHFIELD COMPANIES, INC.

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


The following consolidated financial statements of The Smithfield Companies, 
Inc. and subsidiaries, included in the annual report of the Registrant to its
shareholders for the year ended March 31, 1998, are incorporated by reference
in Item 8:

     Consolidated balance sheets--March 31, 1998 and 1997

     Consolidated statements of income--Years ended 
     March 31, 1998, 1997 and 1996

     Consolidated statements of cash flows--Years ended March 31,   	 
     1998, 1997 and 1996

     Notes to consolidated financial statements--March 31, 1998

The following consolidated financial statement schedule of The Smithfield 
Companies, Inc. and subsidiaries is included in Item 14 (d):

	Schedule II--Valuation and qualifying accounts

All other schedules for which provision is made in the applicable accounting 
regulation of the Securities and Exchange Commission are not required under 
the related instructions or are inapplicable, and therefore have been omitted.


                SCHEDULE II  -- VALUATION AND QUALIFYING ACCOUNTS

                           THE SMITHFIELD COMPANIES, INC.


COL. A                    COL.B            COL.C         COL.D         COL.E
___________            ___________  __________ ________ ____________ _________

                        Balance at       ADDITIONS                    Balance 
Description             Beginning    Charged   Charges  Deductions   at end of
                        of Period   to Costs   to Other Describe (1)  Period
                                    & Expenses Accounts 
                                               Describe
___________            ___________  __________ ________ ____________ _________

Year ended March 31, 1998:
 Deducted from 
 asset accounts:  
  Allowance for 
  doubtful accounts     $61,000      $34,000              $24,000      $71,000
                        =======      =======              =======      =======

Year ended March 31, 1997:
 Deducted from 
 asset accounts:  
  Allowance for 
  doubtful accounts     $64,000      $35,400              $38,400      $61,000
                        =======      =======              =======      =======
 
Year ended March 31, 1996:
 Deducted from 
 asset accounts:  
  Allowance for 
  doubtful accounts     $64,000      $27,300              $27,300      $64,000
                        =======      =======              =======      =======


(1) Uncollectible accounts written off, net of recoveries.


REPORT OF INDEPENDENT ACCOUNTANTS



Shareholders and Board of Directors
The Smithfield Companies, Inc.

Our report on the consolidated financial statements of The Smithfield 
Companies, Inc. and subsidiaries has been incorporated by reference in this 
Form 10-K from page 17 of the 1998 Annual Report to Shareholders of The 
Smithfield Companies, Inc. and subsidiaries.  In connection with our audits 
of such financial statements, we have also audited the related financial 
statement schedule listed in item 14 (a)(1) & (2) of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when 
considered in relation to the basic consolidated financial statements taken 
as a whole, presents fairly, in all material respects, the information 
required to be included therein.



                                            s/ Coopers & Lybrand L.L.P.
                                            Coopers & Lybrand L.L.P.

Virginia Beach, Virginia
May 22, 1998