[LOGO]




                                                                  June 25, 1998
Dear Stockholder:

     You are cordially invited to attend the Annual Meeting of Stockholders of
The Smithfield Companies, Inc. to be held at The Wachovia Bank Building, 200
High Street, Suite 305, Portsmouth, Virginia, on Thursday, July 30, 1998 at 9:00
A.M.

     The matters scheduled for consideration at the Annual Meeting are the
election of directors and the ratification of the appointment of the Company's
independent auditors. We will also report to you on the Company's condition and
performance, and you will have ample opportunity to question management on
matters that affect the interests of all stockholders.

     Whether you plan to attend or not, please complete, sign, date and return
the enclosed proxy card in the accompanying envelope at your earliest
convenience. Your vote is important.





                                                    /s/Richard S. Fuller
                                                    ____________________
                                                    Richard S. Fuller       
                                                    President and Chief
                                                    Executive Officer

<PAGE>

                                     [LOGO]




                    Notice of Annual Meeting of Stockholders

TO OUR STOCKHOLDERS:

     The Annual Meeting of Stockholders of The Smithfield Companies, Inc. will
be held at The Wachovia Bank Building, 200 High Street, Suite 305, Portsmouth,
Virginia on Thursday, July 30, 1998 at 9:00 A.M. for the following purposes:

     1. To elect directors for the ensuing year, or until their successors have
been elected and qualified;

   2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
   auditors for 1999; and

     3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

     Only stockholders of record at the close of business on June 5, 1998 will
be entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.

     Your attention is directed to the Proxy Statement accompanying this Notice
for a more complete statement regarding the matters to be acted upon at the
Annual Meeting.


                                        By Order of the Board of Directors



                                              Peter D. Pruden, III
                                                Secretary


June 25, 1998

                                IMPORTANT NOTICE
   Whether or not you plan to attend the Annual Meeting, please complete, sign,
  date and return the enclosed proxy as soon as possible in the postpaid
  envelope provided.

   <PAGE>

                                ----------------
                                Proxy Statement

                         ANNUAL MEETING OF STOCKHOLDERS


                                 July 30, 1998


                                ----------------

                                    GENERAL

     The following information is furnished in connection with the solicitation
on behalf of the Board of Directors of proxies to be used at the Annual Meeting
of Stockholders (the "Meeting") of The Smithfield Companies, Inc. ("the
Company") to be held Thursday, July 30, 1998, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders,
and at any adjournment thereof. Stockholders may revoke their proxies at any
time prior to their exercise by written notice to the Company, by submitting a
proxy bearing a later date, or by attending the Meeting and requesting to vote
in person. The cost of solicitation of proxies will be borne by the Company.
Solicitation is being made by mail, and if necessary may be made in person, or
by telephone, telegram or special letter by officers and regular employees of
the Company acting without compensation other than regular compensation. Proxies
properly executed will be voted at the Annual Meeting or any adjournments
thereof in the manner specified therein.

     The approximate mailing date of this Proxy Statement and the accompanying
proxy is June 25, 1998.


              OUTSTANDING STOCK, RECORD DATE AND VOTING SECURITIES

     The only class of outstanding voting securities of the Company is its
Common Stock, no par or stated value (the "Common Stock").

     Stockholders of record at the close of business on June 5, 1998 will be
entitled to vote at the Meeting. On that date, the Company had outstanding
2,343,411 shares of Common Stock. Each share of Common Stock is entitled to one
vote at the Meeting. The presence in person or by proxy of the holders of a
majority of the issued and outstanding shares of Common Stock will constitute a
quorum for the transaction of such business as shall come before the Meeting.
Voting rights of the Common Stock are non-cumulative, so that holders of a
majority of the outstanding shares represented at the Meeting can elect all of
the directors.

     Presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting will
constitute a quorum. Shares for which the holder has elected to abstain or to
withhold the proxies authority to vote on a matter will count toward a quorum,
but "broker non-votes" will not count toward a quorum. Except for the election
of directors, approval of other matters to be considered at the Meeting will
require the affirmative vote of the holders of at least a majority of the share
of outstanding Common Stock represented at the Meeting. If a stockholder,
present in person or by proxy, abstains on any matter, the stockholder's shares
will not be voted on such matter. Thus an abstention from voting on a matter has
the same legal effect as a vote "against" the matter, even though the
stockholder may interpret such action differently. Conversely, broker non-votes
have no effect on the vote. With respect to the election of directors, the
nominees receiving the greatest number of votes cast for the election of
directors will be elected.


                                       1

<PAGE>

                             PRINCIPAL STOCKHOLDERS

     The only persons known by the Company to own beneficially more than 5% of
the Company's Common Stock, the only class of outstanding voting securities of
the Company, as of June 5, 1998, are:




         Name and Address of             Amount and Nature of     Percent
           Beneficial Owner              Beneficial Ownership     of Class
-------------------------------------   ----------------------   ---------
         James L. Cresimore                  504,236 (1)            21.2%
         P.O. Box 17743
         Raleigh, NC 27619
         SF Investments, Inc.                  428,496              18.0%
         R Thompson-Wilmington Trust
         Rodney Square North
         Wilmington, DE 19890
         Peter D. Pruden, III                375,269 (2)            15.8%
         311 County Street
         Portsmouth, VA 23704
         Richard S. Fuller                   354,987 (3)            14.9%
         311 County Street
         Portsmouth, VA 23704
         Quest Advisory Corp.                  163,800               6.9%
         1414 Avenue of the Americas
         New York, NY 10019

----------

     (1) Includes 7,000 shares owned by Mr. Cresimore's wife as to which Mr.
Cresimore disclaims beneficial ownership and which Mr. Cresimore's wife has sole
voting power and investment power.

     (2) Includes 10,000 shares subject to presently exercisable stock options
and 4,000 shares held as custodian under the Uniform Gift to Minors Act.
Includes 12,693 shares in which Mr. Pruden had a vested interest pursuant to the
Company's Employee Stock Ownership Plan for which he exercises voting power but
does not exercise dispositive power.

     (3) Includes 15,000 shares subject to presently exercisable stock options
and 400 shares owned by Mr. Fuller's wife as to which Mr. Fuller disclaims
beneficial ownership and which Mr. Fuller's wife has sole voting power and
investment power. Includes 15,587 shares in which Mr. Fuller had a vested
interest pursuant to the Company's Employee Stock Ownership Plan for which he
exercises voting power but does not exercise dispositive power.


                                       2

<PAGE>

                             ELECTION OF DIRECTORS

     Two directors will be elected at the Annual Meeting to serve for terms of
three years expiring on the date of the Annual Meeting in 2001. Each director
will continue in office until a successor has been elected. If any nominee is
unable to serve, which the Board of Directors has no reason to expect, proxies
will be voted for the remaining nominees or such other person or persons as may
be designated by the Board of Directors. The names of the nominees for directors
of the Company and the names of directors of the Company whose terms of office
will continue after the Annual Meeting are listed in the following table.



<TABLE>
<CAPTION>
                                                                                    Shares of Stock
                                                                                      Beneficially
                                     Director          Principal Occupation           Owned as of       Percentage
    Name and Age of Directors          Since         and Other Information(1)         June 5, 1998       of Class
---------------------------------   ----------   -------------------------------   -----------------   -----------
<S> <C>
Nominees for Term Ending in
 2001
Bernard C. Baldwin, III (54)          1996       Partner with the law firm of         2,000                   *
                                                 Edmunds & Williams
Frank H. Buhler (71)                  1985       Chairman and C.E.O. of Old          20,040 (4)               *
                                                 Dominion Box Co.
Continuing Directors Whose
 Term ends in 1999
Peter D. Pruden, III (53)             1981       Executive Vice President and       375,269 (5)            15.8%
                                                 Secretary of the Company
Edward Acree (73)                     1983       President of Edward Acree and       43,978                 1.8%
                                                 Assoc.
Continuing Directors Whose
 Term ends in 2000
James L. Cresimore (70)               1985       Chairman of Allegiance             504,236 (2)            21.2%
                                                 Brokerage Company;
                                                 Chairman of the Board of the
                                                 Company
Richard S. Fuller (51)                1981       President and Chief Executive      354,987 (3)            14.9%
                                                 Officer of the Company
All Directors and Officers as a                                                   1,315,955                55.4%
 Group (7 persons)

</TABLE>

----------
     * Less than 1%.


     (1) There has been no change in principal occupation or employment during
past five years.

     (2) Includes 7,000 shares owned by Mr. Cresimore's wife as to which Mr.
Cresimore disclaims beneficial ownership and which Mr. Cresimore's wife has sole
voting power and investment power.


     (3) Includes 15,587 shares in which Mr. Fuller had a vested interest
pursuant to the Company's Employee Stock Ownership Plan. Includes 15,000 shares
subject to presently exercisable stock options. Includes 400 shares owned by Mr.
Fuller's wife as to which Mr. Fuller disclaims beneficial ownership and which
Mr. Fuller's wife has sole voting power and investment power.


     (4) Includes 9,960 shares owned by Mr. Buhler's wife as to which Mr. Buhler
disclaims beneficial ownership and which Mr. Buhler's wife has sole voting power
and investment power.


     (5) Includes 12,693 shares in which Mr. Pruden had a vested interest
pursuant to the Company's Employee Stock Ownership Plan. Includes 4,000 shares
held as custodian under the Uniform Gift to Minors Act. Includes 10,000 shares
subject to presently exercisable stock options.


                                       3

<PAGE>

              COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES


     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission initial
reports of ownership of the Company's Common Stock on Form 3 and reports of
changes therein on Form 4 and 5. Based on its review of the forms required by
Section 16(a) of the Securities Exchange Act of 1934 that have been received by
the Company or written representations from certain reporting persons that no
statements on Form 5 were required, the Company believes that all filing
requirements applicable to its officers, directors or beneficial owners of
greater than 10% of its Common Stock have been complied with.


                 INFORMATION CONCERNING THE BOARD OF DIRECTORS

Directors' Fees

     Directors, who are not employees of the Company, receive $1,100 for each
Board meeting attended and $500 for each committee meeting attended.

     Edward Acree, a director of the Company is the President of Edward Acree &
Associates, a marketing consulting firm which renders services to the Company.
Edward Acree & Associates received $12,000 from the Company during the 1998
fiscal year.

     Bernard C. Baldwin, III, a director of the Company, is a partner with the
law firm of Edmunds & Williams, the Company's Counsel. Edmunds & Williams was
paid $29,996 in fees during the 1998 fiscal year.


Committees of the Board of Directors and Meeting Attendance

     The Board of Directors held four meetings during the year. The committees
of the Board of Directors include a Compensation Committee and an Audit
Committee. The Board has no nominating Committee.

     The Compensation Committee includes Edward Acree, Chairman, James L.
Cresimore and Frank H. Buhler. The committee approves the compensation to be
paid to the Company's executive officers and also approves the issuance of stock
options under the Company's Stock Option Plan. The committee held two meetings
during the year.

     The Audit Committee includes Frank H. Buhler, Chairman, Edward Acree and
Bernard C. Baldwin, III. The Committee's primary responsibility is the
recommendation to the Board of Directors of a firm to be engaged by the Company
as its independent public accountants and to review the results of the
independent accountants' examination and recommendations with respect to
accounting practices and procedures and internal control. The Committee held one
meeting during the year.

     Frank H. Buhler attended two board meetings during the year and did not
attend the Audit Committee meeting. All other Directors of the Company attended
at least 75% of all meetings of the Board and of Committees of the Board on
which they served.


Compensation Committee Interlocks and Insider Participation

     James L. Cresimore, Chairman of the Board of the Company, serves on the
Compensation Committee. Mr. Cresimore is not an employee, nor does he receive a
salary (other than director's fees) from the Company.

     Frank H. Buhler, a director of the Company is Chairman and C.E.O. of Old
Dominion Box Co. which supplies packaging materials to the Company. Old Dominion
Box Co. received $6,759 from the Company during the 1998 fiscal year.


                                       4

<PAGE>

     The Company believes the terms of these arrangements are competitive with
those available from unaffiliated vendors and are in the normal course of
business.


Employment agreements

     The Company has employment agreements, dated June 7, 1988 with Richard S.
Fuller and Peter D. Pruden, III. These employment agreements are initiated only
if an individual or entity owns an 24% interest in the Company's Common Stock by
direct or beneficial ownership and the employee is still in the employment of
the Company. Until a 20% interest in the Company's Common Stock is owned by an
individual or entity, Messrs. Fuller and Pruden are at will employees of the
Company. If the employment agreement is initiated, the employee will receive a
gross annual salary of an amount equal to the highest annual salary ever
received by the employee from the Company. The term of the employment agreements
are five years from the date they are initiated. In the event of a "change in
control" of the Company, the employee may terminate his employment and receive a
one time severance pay of three times the employee's annual salary. "Change in
control" is defined as (a) the acquisition by a third person or entity of 30% or
more of the Company's outstanding shares or (b) a transaction that results in
the persons who were directors of the Company before the transaction ceasing to
constitute a majority of the Board of Directors of the Company and the Board
fails to recommend the transaction to the stockholders of the Company.


Executive Compensation

     The following table sets forth the annual and long-term compensation for
the Company's Chief Executive Officer and its other executive officers whose
annual compensation exceeded $100,000 as well as the total compensation paid to
each individual for the Company's two previous fiscal years.


                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                                            Long-Term
                                                                           Compensation
                                           Annual Compensation                Awards
                                  -------------------------------------   -------------
       Name and                                           Other Annual        Stock           All Other
  Principal Position      Year      Salary      Bonus     Compensation       Options       Compensation (1)
----------------------   ------   ---------   --------   --------------   -------------   -----------------
                                     ($)         ($)        ($)                (#)               ($)
<S>  <C>
Richard S. Fuller,       1998     126,277     40,798         *               20,000              8,670
 President and Chief     1997     123,282     37,041      27,500(2)             --              11,696
 Executive Officer       1996     119,226     50,000         *                  --              18,076
Peter D. Pruden, III     1998     106,324     20,000         *               15,000              8,724
 Executive Vice          1997     104,199     21,938      20,625(2)             --              10,343
 President               1996     100,769     24,279         *                  --              14,681

</TABLE>

----------
 * Perquisites during the year were not in excess of the lesser of $50,000 and
  10% of salary and bonus. There is no other "Other Annual Compensation."

(1)  These amounts include Company contributions to its Profit Sharing Plan and
   Employee Stock Ownership Plan allocated to each named executive officer.

(2)  During January 1997, the Company offered cash compensation to holders of
   stock options with an expiration date of no later than May 16, 1999. The
   Company offered the difference between $5.75 and the option price for the
   shares. This amount represents the compensation paid for those stock options.


                                       5

<PAGE>

                            Option/SAR* Grant Table

     The following table sets forth certain information concerning the grant in
fiscal 1998 of stock options under the Company's Stock Option Plan to the named
executive officers:


<TABLE>
<CAPTION>
                                                                                      Potential Realizable Value at
                                                                                     Expiration using Assumed Annual
                                                                                    Rates of Stock Price Appreciation
                                 Individual Grants                                        for Option Term
-----------------------------------------------------------------------------------   -----------------------------
                                       % of Total
                                         Options
                          Options      Granted to       Exercise or
                          Granted     Employees in       Base Price      Expiration
         Name              # (1)       Fiscal Year     ($ Per Share)        Date          5%           10%
----------------------   ---------   --------------   ---------------   -----------   ----------   -----------
<S> <C>
Richard S. Fuller         20,000           22.8%          $ 5.50         10/13/07      $69,178      $175,312
Peter D. Pruden, III      15,000           17.1%          $ 5.50         10/13/07      $51,884      $131,484

</TABLE>

----------
     * No SAR's were granted during the year.

(1) Options were granted on October 13, 1997 exercisable 2 years after date of
    grant.


             Aggregate Option/SAR Exercises in the Last Fiscal Year
                     and Fiscal Year End Option/SAR Values



<TABLE>
<CAPTION>
                                                                                                  Value of Unexercised
                                                                Number of Unexercised                 In-the-Money
                                                                 Options/SARs as of                   Options/SARs
                                                                       3/31/98                       as of 3/31/98
                            Shares Acquired      Value     -------------------------------   ------------------------------
          Name                on Exercise       Realized    Exercisable     Unexercisable     Exercisable     Unexercisable
------------------------   -----------------   ---------   -------------   ---------------   -------------   --------------
                                  (#)             ($)           (#)              (#)              ($)              ($)
<S>  <C>
  Richard S. Fuller               0                0          15,000           20,000        $46,875             20,000
  Peter D. Pruden, III            0                0          10,000           15,000        $31,250             15,000

</TABLE>

     The fair market value of a share of common stock on March 31, 1998 was
$6.50.

                                       6

<PAGE>

                         COMPENSATION COMMITTEE REPORT
                           ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board is comprised of nonemployee
directors and has the responsibility for establishing general compensation and
employee benefit policies and the specific compensation of the Company's
executive officers. The Compensation Committee also has the authority to fix the
terms of and grant options under the Company's Stock Option Plan. Conceptually,
the committee believes bonuses should only be awarded for above average
performance.

     In general, the Compensation Committee strives to meet the following
objectives in making compensation decisions: 1) provide overall compensation
that equals industry standards to ensure the Company's ability to attract and
retain highly qualified personnel; 2) re-enforce performance objectives through
the use of incentive compensation programs, 3) reward excellent individual
performance with special consideration to specific projects completed or adverse
conditions overcome; and 4) align executives' and shareholders' interest through
incentives which contribute to the long-term growth of the Company and
shareholder value. The committee believes the compensation paid for the year
ended March 31, 1998 met its objectives. There are currently three principal
components to executive compensation -- salaries, bonuses and stock options.
Total compensation is weighted more heavily on incentives that are based on the
income generated by each operating division of the Company.

     Base Compensation: Base salaries are determined annually based on the
executive's background, experience and overall performance with the Company. The
committee annually examines market compensation levels and trends observed in
the labor market. Salary decisions are determined by the committee in a
subjective annual review considering all of the above informal policies and
practices. During this annual review, the Compensation Committee takes into
consideration the individual employee's performance and a subjective judgment
regarding the impact the individual has on the Company. After considering all of
these objectives, the committee recommended increases in base compensation of
approximately 2% during the year.

     Annual Bonus Plan: Bonuses are determined annually on the basis of an
informal plan, which sets targets that an individual may achieve. The
established targets are set at the beginning of the fiscal year. Minimum income
standards based on a rate of return on assets must be established before a bonus
is received. Bonus awards for most executive officers are calculated pursuant to
a formula based on pre-tax income, either on a consolidated basis or for a
particular subsidiary and also include amounts for pre-established goals during
the year. Bonus awards for fiscal 1998 and 1997 averaged 23% of the executive
base salary.

     Stock Options: Individual stock option grants are determined by the
committee on an individual basis to provide executive officers long term
incentives to increase shareholder value.

     CEO Compensation: In evaluating compensation for the chief executive
officer, the Compensation Committee has historically followed the same
principles generally applicable to other executive officers. Base compensation
for 1998 for the CEO increased 2% over 1997 which was comparable to the other
executive officers. For fiscal 1998 the Compensation Committee recommended a
bonus for Mr. Fuller which was based on the Company's 1998 earnings, the
execution of key Company strategies and the committee's view of his leadership
and individual performance which included the following measures: 1) Earnings
before income taxes 2) Return on capital, and 3) Return on equity. Mr. Fuller's
fiscal 1998 bonus amounted to 32% of his base salary compared to 30% for fiscal
1997.

                 By the Compensation Committee
                    Edward Acree, Chairman, Frank H. Buhler, James L. Cresimore

                                       7

<PAGE>

                               PERFORMANCE GRAPH

     The following graph sets forth the cumulative shareholder return (assuming
reinvestment of dividends), for the period from March 31, 1993 through March 31,
1998 from an investment of $100 in: 1) The Company's Common Stock 2) The Russell
2000, a small-cap overall market index, and 3) a Company-selected peer group
(the Peer Group Index)

                                    [GRAPH}

                            Cumulative Total Return

THE SMITHFIELD COMPANIES, INC. 100   92   118   153   153   188
THE PEER GROUP INDEX           100  119   171   153   144   182
THE RUSSELL 2000               100  111   117   151   159   226

  



The Peer Group Index, which is weighted by market capitalization, consists of
five publicly traded companies in the food manufacturing industry whose business
and operations are believed by the Company's management to be comparable to
those of the Company. The Companies included in the Peer Group Index are:
Doughtie's Foods, Inc., Provena Foods, Inc., Seneca Foods Corp., Stokely USA,
Inc., and Goodmark Foods, Inc.


                            APPOINTMENT OF AUDITORS

     Subject to ratification by the shareholders the Board of Directors has
re-appointed Coopers & Lybrand L.L.P. as independent accountants to audit the
financial statements of the Company for the current fiscal year.

     Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.


                                       8

<PAGE>

                      1998 ANNUAL MEETING OF STOCKHOLDERS

     Any shareholder desiring to make a proposal to be acted upon at the 1999
Annual Meeting must present such proposal to the Company no later than March 31,
1999, by certified mail, return receipt requested.


                                 OTHER MATTERS

     As of the date of this Proxy Statement, management of the Corporation has
no knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matters properly come
before the Annual Meeting, the persons named in the accompanying proxy intend to
vote such proxy, to the extent entitled, in accordance with their best judgment.

     Copies of the Company's Annual Report on Form 10-K for the year ended March
31, 1998, as filed with The Securities and Exchange Commission, can be obtained
without charge, upon written request to: Mark D. Bedard, Chief Financial
Officer, The Smithfield Companies, Inc., The Smithfield Building, 311 County
Street, Suite 203, Portsmouth, Virginia 23704.



                                        By Order of the Board of Directors,



                                                  Peter D. Pruden, III
                                                    Secretary

June 25, 1998

                                       9

<PAGE>

                         THE SMITHFIELD COMPANIES, INC.
PROXY
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Richard S. Fuller and Peter D. Pruden, III
as Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote as designated below, all the shares of common
stock of The Smithfield Companies, Inc. held on record by the undersigned on
June 5, 1998, at the annual meeting of shareholders to be held on July 30, 1998,
or any adjournment thereof.

  1. ELECTION OF DIRECTORS:

<TABLE>
<S> <C>
  [ ] FOR all nominees listed below                  [ ] WITHHOLD AUTHORITY to vote for all nominees
     (except as indicated to the contrary below)     listed below

</TABLE>

                  Bernard C. Baldwin, III and Frank H. Buhler
  (INSTRUCTION: To withhold authority to vote for any individual nominee write
               that nominee's name on the space provided below.)

  2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. as the
    independent public accountants of the corporation.


  3. The transaction of any other business which may properly come before the
     Meeting. Management at present knows of no other business to be presented
     at the Meeting.

                   (Continued and to be signed on the reverse)

<PAGE>

                          (Continued from other side)
     This proxy, when properly executed, will be voted in the manner directed by
the undersigned shareholder. If no direction is made this proxy will be voted
FOR each proposal.

                Dated ---------------------------------, 1998



                    ------------------------------------------
                                  Signature



                    ------------------------------------------
                            Signature if held jointly


                Please mark, sign, and return the Proxy Card promptly, using the
                enclosed envelope.