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, 1999                           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 11, 1999:   $7,941,072

The number of shares outstanding of each of the Registrant's classes of
Common Stock, as of June 11, 1999 was 2,244,744 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the year ended March 31, 1999
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 integrated into the
Company's plant in Smithfield, Virginia.  The frozen line accounted for 89%
of the unit's sales during the current year and includes pork, chicken and
beef barbecues and frozen chili.  The frozen line is marketed under the
"James River", "Smitty Pig", "Virginia's Choice" and "Doughtie" brands
primarily in the Mid-Atlantic States.  The significant increase in the frozen
line during the past two years is due to the acquisition of the Doughtie's
product lines.  Management believes the frozen products have significant
growth potential.


	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.  6% 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 5% 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.  On April 22, 1998, V. W. Joyner acquired The
E. M. Todd Company.  Founded in Smithfield, Virginia prior to 1779, Todd is
America's oldest meat packer and the original curer of the Smithfield Ham.


	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 43% 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 78% 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 42% 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
two sales personnel are responsible for generating 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, 1999, the Company had approximately 89 full-time employees
and 73 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.  The current union
contract expired during 1998 and was extended until February 28, 2000.  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 attached to the current plant in Smithfield.
Construction was completed in April 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 currently under lease. The Company also owns equipment
and vehicles used in its operations.  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 I 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 page 20 of the annual
         shareholders report for the year ended March 31, 1999 is
         incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

     	   Selected Financial Data on page 4 of the annual shareholders
     	   report for the year ended March 31, 1999 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 5 through 7 of the annual
     	   shareholders report for the year ended March 31, 1999 is
	    	   incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The report of PricewaterhouseCoopers LLP, independent accountants,
         and the Consolidated Financial Statements included on pages 8
         through 18 of the annual shareholders report for the year ended
         March 31, 1999 are incorporated herein by reference.

     	   Quarterly Results of Operations on page 18 of the annual
	    	   shareholders report for the year ended March 31, 1999 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, 1999, 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, 1999 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, 1999 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, 1999 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, 1999 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, executed June 4, l999.  Filed June 25, 1999,
           as Exhibit A to the Registrant's proxy statement, and is
           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.

      21.1 Subsidiaries of the Registrant.  Filed herewith.

  (b) Reports filed on Form 8-K for the quarter ended March 31, 1999--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, 1999
  James L. Cresimore

  S/ Richard S. Fuller       President and Chief    June 25, 1999
  Richard S. Fuller          Executive Officer
                             (Principal Executive
                             Officer)

  S/ Peter D. Pruden, III    Executive Vice         June 25, 1999
  Peter D. Pruden, III       President, Secretary
                             and Director

  S/ Mark D. Bedard          Treasurer and Chief    June 25, 1999
  Mark D. Bedard             Financial Officer
                             (Principal Financial
                             Officer and Principal
                             Accounting Officer)

  S/ Bernard C. Baldwin,III  Director               June 25, 1999
  Bernard C. Baldwin, III


  S/ Frank H. Buhler         Director               June 25, 1999
  Frank H. Buhler


  S/ R. Scott Morgan         Director               June 25, 1999
  R. Scott Morgan




















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, 1999

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, 1999, are incorporated by reference
in Item 8:

     Consolidated balance sheets--March 31, 1999 and 1998

     Consolidated statements of income--Years ended
     March 31, 1999, 1998 and 1997

     Consolidated statements of cash flows--Years ended
     March 31, 1999, 1998 and 1997

     Notes to consolidated financial statements--March 31, 1999

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, 1999:
 Deducted from
 asset accounts:
  Allowance for
  doubtful accounts     $71,000      $24,000              $16,000     $79,000
                        =======      =======              =======     =======

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
                        =======      =======              =======     =======



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


REPORT OF INDEPENDENT ACCOUNTANTS



Shareholders and Board of Directors
The Smithfield Companies, Inc.

Our audits of the consolidated financial statements referred to in our report
dated May 27, 1999, appearing in the March 31, 1999 Annual Report of
Shareholders of The Smithfield Companies, Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K), also included an audit of the financial statement schedule listed
in item 14 (a)(1)&(2) of this Form 10-K.  In our opinion, this financial
statement schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.



                                            s/ PricewaterhouseCoopers LLP
                                            PricewaterhouseCoopers LLP

Virginia Beach, Virginia
May 27, 1999