UNITED STATES

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                          FORM 10-K/A

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

              THE SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended December 25, 1999
                 ______________________________
                           IBP, inc.

DELAWARE CORPORATION             42-0838666
(State of Incorporation)         (Employer Identification Number)

800 STEVENS PORT DRIVE
DAKOTA DUNES, SD                 57049
(Address)                        (Zip Code)

Telephone Number: (605) 235-2061
        ________________________________________________
Securities registered pursuant to section 12(b) of Act:

       Common Stock              Registered  with  the  New  York
                                 Stock  Exchange and the  Pacific
                                 Stock Exchange.

       Registrant 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, and has been subject  to  such  filing
requirements for the past 90 days.

       Disclosure  of delinquent filers pursuant to Item  405  of
Regulation  S-K  is  contained  in  definitive  Proxy   Statement
incorporated by reference in Part III of this Form 10-K.

       The  aggregate  market  value of the  registrant's  common
stock  held by non-affiliates (104,898,300 shares) based  on  the
New  York  Stock Exchange average bid and ask price on March  22,
2000, was approximately $1.57 billion.

       As  of  March  22,  2000, the registrant  had  outstanding
106,057,995 shares of its common stock.

              DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the registrant's definitive Proxy Statement
dated March 20, 2000, (the "Proxy Statement") are incorporated by
reference   in   Part  III  of  this  Report.   Other   documents
incorporated  by  reference in this  Report  are  listed  in  the
Exhibit Index on pages 15 through 18.
                             PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

General

      IBP,  inc. hereby amends Items 1, 3, 6, 7, 8 and 14  of  its
Forms  10-K  for  the  fiscal year ended December  25,  1999  for
purposes  described  in Note A in the Notes to  the  Consolidated
Financial Statements of IBP's 1999 Annual Report, as amended.

     IBP, inc., ("IBP") a Delaware corporation, has five business
segments, Beef Carcass, Beef Processing, Pork, Foodbrands America
and  All Other.  The Beef Carcass segment reduces live fed cattle
to dressed carcasses and other allied products, over 90% of which
are  sold  to  other  IBP segments.  The Beef Processing  segment
produces  fresh  beef  and  processed  beef  products  that   are
typically  marketed in the form of boxed beef.  The Pork  segment
reduces  live hogs to fresh and processed pork products that  are
typically  sold in the form of boxed pork.  Boxed beef  and  pork
from the Beef Processing and Pork segments are marketed mainly in
the   United   States  to  grocery  chains,  meat   distributors,
wholesalers,   retailers,  restaurant  and  hotel   chains,   and
processors who produce cured and smoked products, such as  bacon,
ham,  luncheon  meats and sausage items. The  Foodbrands  America
segment  produces frozen and refrigerated food products  for  the
foodservice  industry.   IBP's All  Other  segment  includes  the
Company's trucking and warehousing operations, its Canadian  beef
operations,  cow  boning operations and hide curing  and  tanning
operations.   The  Beef Carcass, Beef Processing,  Pork  and  All
Other segments are all operated under IBP's Fresh Meats division,
and may be referred to as Fresh Meats Operations.

      IBP  operates  an extensive sales network  to  service  its
customers  with  regional sales/service  centers  in  the  United
States  (including  an  independently-owned  contractor  in   Los
Angeles  that  is  licensed to use IBP  trademarks)  as  well  as
sales/service centers in foreign countries.

      The mailing address of IBP's corporate headquarters is  800
Stevens  Port  Drive,  Dakota  Dunes,  South  Dakota  57049;  its
telephone  number  is  (605) 235-2061.  All references  to  "IBP"
include IBP, inc. and its subsidiaries.

     Beef Carcass

      IBP operates ten fed beef carcass production facilities  in
Idaho,  Illinois, Iowa, Kansas, Nebraska, Texas  and  Washington,
which  reduce  live  cattle to dressed carcass  form.   Fed  beef
consists  primarily  of  young steers  and  heifers  specifically
raised for beef consumption.

     Beef Processing

      IBP  operates  beef  processing facilities  at  eight  U.S.
locations, seven of which are adjacent to U.S.  beef  carcass
production  facilities in Illinois, Kansas, Nebraska,  Texas  and
Washington;  and  the  eight  is located  in  Norfolk,  Nebraska.
These  facilities conduct fabricating operations to produce boxed
beef.

     Pork

      IBP  operates six pork carcass facilities in Indiana,  Iowa


                                 -2-


and Nebraska which reduce live hogs to dressed carcass form.  IBP
operates  seven  processing facilities which conduct  fabricating
operations  to  produce boxed pork.  The production  process  for
pork  is  similar  to  that  employed in  IBP's  Beef  Processing
segment.

     Foodbrands America

      The  Foodbrands America business segment is headed by IBP's
wholly  owned  subsidiary Foodbrands America, Inc. ("FAI").   The
Foodbrands  America  business segment is an  extension  of  IBP's
Fresh Meats operations, offering a wide range of value-added food
products to IBP's customers.  Foodbrands America manufactures and
markets  frozen and refrigerated food products such as pepperoni,
beef and pork toppings, pizza crusts, appetizers, hors d'oeuvres,
desserts,  prepared  meals,  Mexican and  Italian  foods,  soups,
sauces, side dishes, branded and processed meats, ground beef and
high quality, portion-controlled steaks and pork chops.

      Early  in the second quarter of 1999, the company  acquired
the outstanding stock of two companies, H&M Food Systems Company,
Inc.  ("H&M")  and Zemco Industries, Inc., the  owner  of  Russer
Foods.  H&M  is  a producer of custom-formulated pre-cooked  meat
products  and  prepared foods with two plants in  Texas.   Russer
Foods, based in Buffalo, New York, produces and markets a variety
of  premium deli meats.  Both operations are subsidiaries of FAI,
and  will  operate  as part of IBP's Foodbrands America  business
segment.   In  the  third quarter of 1999,  FAI  acquired  Wilton
Foods, Inc. ("Wilton") a leading producer of premium kosher meals
and  prepared foods for airlines and institutions.   Wilton  also
produces premium kosher hors d'oeuvres and appetizers.  Wilton is
based in Goshen, New York.

      In  the third quarter of 1999, IBP (through its IBP  Foods,
Inc. subsidiary) purchased a substantial portion of the operating
assets  of Thorn Apple Valley, Inc. ("TAVI"), a further processor
of  pork  and poultry products.  The purchase of the TAVI  assets
included five processing plants, most of its current assets and a
number  of  product  brand  names.  The  five  processing  plants
acquired  from TAVI will be under the Foodbrands America business
segment.

      On  February 7, 2000, the company acquired all of the stock
of Corporate Brand Foods America, Inc. ("CBFA"), a privately held
processor  for  the  retail  and  foodservice  markets.   In  the
transaction,  which  will  be  accounted  for  as  a  pooling  of
interests,  IBP  issued  approximately 14.4  million  IBP  common
shares  for  all of the outstanding stock of CBFA.   The  company
also  assumed  $344  million of CBFA's debt and  preferred  stock
obligations.  The CBFA operations will be part of the  Foodbrands
America business segment.




       All Other

      IBP's  All  Other  segment includes  eleven  warehouse  and
freezer  facilities located in Illinois, Iowa,  Kansas,  Nebraska
and  Texas.   The  All Other segment includes  IBP's  eight  hide
treatment  facilities  and  four tanning  facilities  located  in
Illinois,  Kansas,  Nebraska  and  Texas.   IBP's  Lakeside  Farm
Industries, Ltd. subsidiary in Alberta, Canada, which has cattle
feeding and beef processing operations, is also included  in  the
All  Other  Segment.  As of December 25, 1999, IBP  had  one  cow
boning facility that was operating in Nebraska.

                                     -3-

FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

The  company's  businesses  are  classified  into  five  business
segments:    Beef  Carcass,  Beef  Processing,  Pork,  Foodbrands
America  and  All  Other.   The contributions  of  each  business
segment to net sales and operating earnings, and the identifiable
assets  attributable to each business segment are  set  forth  in
Note   M,  "Business  Segments"  of  the  Consolidated  Financial
Statements included herein at pages F-1 through F-34.

History of IBP's Business

       IBP  was  first incorporated in 1960.  It began operations
in  1961  with  a  single  fed beef carcass  production  facility
located  near Denison, Iowa, in what was then the nation's  major
cattle-producing  region.  IBP grew in the Northern  and  Central
Plains states over the following nine years and added beef plants
in  Dakota  City,  Nebraska; Emporia,  Kansas;  and  West  Point,
Nebraska.  IBP expanded into the Southern Plains in 1975, when it
built  its  Amarillo,  Texas facility near the  large  commercial
feedlot  operations of that region.  In 1976, it moved  into  the
Pacific Northwest through the acquisition and expansion of plants
in   Pasco,  Washington  and  Boise,  Idaho.   Company  expansion
continued  in  1980  with construction of a  facility  in  Finney
County, Kansas, and in 1983 with the purchase and expansion of  a
plant  in  Joslin, Illinois.  In 1990, IBP opened its  Lexington,
Nebraska  fed beef plant.  These operations comprise  IBP's  Beef
Carcass   and  Beef  Processing  operations.   IBP   began   pork
operations  in  1982  when it purchased, expanded  and  commenced
operation  of  a  pork facility in Storm Lake, Iowa.   Additional
pork  facilities were added in 1986 in Louisa County and  Council
Bluffs,  Iowa;  in 1987 in Madison, Nebraska; in 1989  in  Perry,
Iowa;  in  1990  in  Waterloo, Iowa; and in 1993  in  Logansport,
Indiana.   In 1994, IBP constructed ham processing facilities  at
its Council Bluffs, Iowa and Madison, Nebraska, locations. IBP no
longer  produces carcasses at the Council Bluffs, Iowa  facility,
however the facility is still used for processing operations.  In
1998,  IBP  entered  into an agreement with  Plumrose  USA,  Inc.
("Plumrose")  wherein  Plumrose agreed  to  lease  from  IBP  the
Council  Bluffs, Iowa ham processing facility.  These  operations
comprise IBP's Pork business segment.

        In 1990, IBP added its first value-added operation when a
cooked  meats  operation  was added to the  Waterloo,  Iowa  pork
facility.   This operation processed fresh meat into value-added,
consumer-ready  items such as pork and beef pizza  toppings.   In
1994,  IBP  purchased  Prepared Foods,  Inc.  from  International
Multifoods,  Inc.  that included a plant  in  Santa  Teresa,  New
Mexico.  In  1995,  IBP  purchased and renovated  a  facility  in
Columbia,   South  Carolina.   The  Santa  Teresa  and   Columbia
facilities  process  fresh meat into value-added,  consumer-ready
items.  IBP increased its hamburger patty production capabilities
in 1997 with the acquisition of a Columbus, Nebraska, ground beef
facility.  In 1997, IBP increased its presence in the value-added
marketplace  with  the FAI and Bruss acquisitions.   All  of  the
value-added  facilities listed above have been incorporated  into
the  Foodbrands  America business segment  and  are  under  FAI's
management.   FAI  operates  facilities  in  Rialto,  California;
Riverside,   California;  Chicago,  Illinois;   Cherokee,   Iowa;
Edwardsville,  Kansas;  South  Hutchinson,  Kansas;   Hutchinson,
Kansas;   Carthage,  Missouri;  Concordia,  Missouri;   Piedmont,
Missouri;  Newark,  New  Jersey;  Albuquerque,  New  Mexico;  New
Rochelle, New York; Oklahoma City, Oklahoma; Dallas, Texas;  Fort
Worth, Texas; Jefferson, Wisconsin; and Green Bay, Wisconsin.  In

                                     -4-

1999,  IBP  acquired  the stock of H&M with plants  in  Lampasas,
Texas and North Richland Hills, Texas; and acquired the stock  of
Zemco  Industries, Inc. with a plant in Buffalo,  New  York.   In
1999  IBP  acquired  certain assets of TAVI including  plants  in
Forest City, Arkansas (currently idle); Detroit, Michigan;  Grand
Rapids,  Michigan; Holly Ridge, North Carolina; and  Ponca  City,
Oklahoma.  In 1999, FAI acquired the stock of Wilton Foods,  Inc.
with  a  plant in Goshen, NY.  In February of 2000, IBP completed
the  acquisition  of the stock of CBFA, which has  facilities  in
Independence, Iowa; Oelwien, Iowa; Augusta, Maine; Bangor, Maine;
Portland,  Maine;  York,  Nebraska;  Manchester,  New  Hampshire;
Houston, Texas; and Vernon, Texas.

       In  1994  IBP  purchased  Lakeside Farm  Industries,  Ltd.
("Lakeside"),  an agribusiness company with a fed beef  plant  in
Brooks,  Alberta, Canada.  Lakeside was IBP's first plant outside
of  the  United  States.  IBP began its cow boning operations  in
1995 by acquiring facilities in Tama, Iowa; Gibbon, Nebraska; and
Sealy,  Texas.   In  1996  IBP acquired  its  fourth  cow  boning
facility   in   Palestine,  Texas.   In  1998,  IBP  discontinued
operations   at  its  Sealy,  Texas  facility;   in   1999,   IBP
discontinued  operations at the Palestine, Texas and  Tama,  Iowa
cow  boning  operations; and on March 17, 2000, IBP  discontinued
operations at its final cow boning operation in Gibbon, Nebraska.
These  operations,  along with the warehouse,  cold  storage  and
hides  production operations are all operated under the All Other
segment.

       Prior  to  August 1981, when it was acquired by Occidental
Petroleum  Corporation  ("Occidental"), IBP  was  a  publicly held
corporation  listed on the New York Stock Exchange (the  "NYSE").
From  August  1981  to  October 1987,  IBP  was  a  wholly  owned
subsidiary of Occidental.  In October 1987, IBP sold 49.5% of its
common stock and was again listed on the NYSE.

       On September 4, 1991, Occidental offered all of its shares
of  IBP  Common  Stock to Occidental's stockholders  and  certain
standby  underwriters in an underwritten rights offering.   As  a
result  of  this transaction, Occidental sold its  remaining  IBP
Common Stock.

Operations

       Cattle and Hog Supplies

       IBP does not currently have facilities of its own to raise
cattle  or hogs in the United States, the primary source  of  raw
material  for  its  Fresh  Meats Operations.   However,  IBP  has
entered  into  various risk-sharing and procurement  arrangements
with  producers that help secure a supply of livestock for  daily
start-up   operations   at   its  facilities.    IBP's   Canadian
subsidiary,  Lakeside,  has  cattle  feeding  facilities,   other
agricultural  divisions and a beef carcass production  and  boxed
beef  processing facility.  In 1999, Lakeside's feedlots provided
approximately  23%  of that facility's fed cattle  needs.   IBP's
main  supply of live cattle and hogs is purchased by  IBP  buyers
who  are  trained  to select high quality animals.  IBP's  buyers
purchase  cattle and hogs on a daily basis, generally a few  days
before the animals are required for processing.  Live animals are
generally held in IBP's holding pens for only a few hours.

       Production Process - Beef Carcass

       IBP's  fed beef carcass production facilities reduce  live
fed  cattle to dressed carcass form and process allied  products.
IBP's  fed  carcass facilities operated in 1999 at  approximately
86% of their production capacities.

                                      -5-

       Throughout  production, edible beef and  allied  products,
such  as  variety  meat items, are segregated  and  prepared  for
shipment  or  further  refinement.  Inedible  beef  derived  from
processing operations are used in the manufacture of animal feed,
gelatin, pharmaceuticals and cosmetics.

       Production Process - Beef Processing

       IBP's   beef  processing  facilities  conduct  fabricating
operations   to  produce  boxed  beef.   IBP's  beef   processing
facilities  operated  in  1999  at  approximately  86%  of  their
production capacities.

       Throughout  production, edible beef and  allied  products,
such  as  variety  meat items, are segregated  and  prepared  for
shipment  or  further  refinement.  Inedible  beef  derived  from
processing operations are used in the manufacture of animal feed,
gelatin, pharmaceuticals and cosmetics.


       Production Process - Pork

       IBP's  pork  facilities  produce  fresh  boxed  pork   for
shipment to customers, as well as pork bellies, hams and boneless
picnic  meat  for shipment to customers who further  process  the
pork  into bacon, cooked hams, luncheon meats and sausage  items.
In  1999, IBP's pork facilities operated at approximately 84%  of
their production capacity.

       Throughout  production, edible pork and  allied  products,
such  as  variety  meat items, are segregated  and  prepared  for
shipment  or further refinement.  Inedible pork products  derived
from  processing operations are used in the manufacture of animal
feed, gelatin, pharmaceuticals and cosmetics.


       Production Process - Foodbrands America

        IBP's  Foodbrands  America production facilities  process
fresh  beef,  fresh  pork,  and other raw  materials  into  pizza
toppings,  portion-controlled steaks and pork chops, branded  and
processed  meats,  appetizers, hors d'oeuvres,  desserts,  ethnic
foods,  soups, sauces, side dishes and pizza crusts.   Foodbrands
America's  raw  materials  are  typically  commodity  based   raw
materials,  including fresh beef and pork, that can be  purchased
from  various suppliers and manufacturers of these raw materials.
Due to variances in product mix that may be processed at a value-
added   facility,  it  is  difficult  to  estimate  a  facility's
capacity.  However, in 1999, IBP estimates the Foodbrands America
facilities  operated  at approximately 85%  of  their  production
capacity.   Foodbrands America also produces ground beef  at  the
Norfolk,  Nebraska, ground beef operation, due  to  variances  in
product  mix that may be processed at a ground beef facility,  it
is  difficult  to  estimate a facility's capacity.   However,  in
1999,  IBP estimates its Columbus, Nebraska, ground beef facility
operated at approximately 50% of its production capacity.


       Production Process - All Other

       IBP's  Lakeside Farm Industries, Ltd. subsidiary  includes
cattle  feeding,  beef  carcass production  and  beef  processing
operations;   and   in   1999  these   operations   operated   at
approximately 98%, 80% and 71% of their production capabilities.

                                     -6-

       IBP's  cow  boning facilities operating in  1999  produced
beef  trimmings  and  boneless cuts of  beef  that  were  further
processed  by  IBP  and sold to customers who produce  hamburger,
sausage and deli meats.  IBP's cow boning facilities operated  in
1999 at approximately 63% of their production capacity.

       Eight of IBP's fed beef and cow boning plants include hide
treatment facilities.  The majority of the hides from IBP's other
fed  beef  plants  are  transported to  these  facilities,  which
include  brine  curing operations and, in four locations,  chrome
hide   tanneries.   The  chrome  tanning   process   produces   a
semifinished   product   that  is   shipped   to   leather   good
manufacturers  worldwide.  Brine-cured hides are  sold  to  other
tanneries.  IBP is the largest chrome tanner of cattle  hides  in
the United States.


Facilities

       The  corporate headquarters of IBP are located  in  Dakota
Dunes, South Dakota.  IBP believes that its plants are among  the
most modern in the world and strives to maintain and enhance  its
facilities.   Generally,  plants and additions  are  designed  by
IBP's personnel.  IBP generally considers its existing plants and
equipment  to be in excellent condition.  IBP's capital  spending
for  2000  is expected to be in the range of $400 million,  which
includes  expenditures  for environmental compliance  activities.
Its  principal  plants  as of December 25,  1999,  are  described
below.

       Beef Carcass

       IBP's ten U.S. fed beef carcass production facilities  are
located in the states of Idaho, Illinois, Iowa, Kansas, Nebraska,
Texas and Washington.

       Beef Processing

       At   seven  of  IBP's  ten  fed  beef  carcass  production
facilities the company has beef processing facilities that reduce
beef  carcasses to primal and sub-primal form.  These  facilities
are located in Illinois, Kansas, Nebraska, Texas and Washington.

       Pork

       IBP's  six  pork  carcass production and seven  processing
facilities  are  located  in  the states  of  Indiana,  Iowa  and
Nebraska.

       Foodbrands

       IBP's forty-three facilities under the Foodbrands business
segment  are  located  in Arkansas, California,  Illinois,  Iowa,
Kansas,  Maine, Massachusetts, Michigan, Missouri, Nebraska,  New
Hampshire,  New  Jersey, New Mexico, New  York,  North  Carolina,
Oklahoma, South Carolina, Texas and Wisconsin.

       All Other

                                     -7-

       IBP's  Canadian cattle feeding operation, fed beef carcass
production  and  processing  facility  are  located  in  Alberta,
Canada.   At  IBP's  beef  carcass facilities,  eight  have  hide
treatment  or  tanning operations, six have cold storage  freezer
operations  and one has a tallow refining plant.  At  IBP's  pork
locations, four have cold storage freezer operations and two have
skinning  operations.   IBP's  one  cow  boning  facility  as  of
December 25, 1999 was located in Nebraska.


Sales

        IBP's  customers for beef, pork and value-added  products
include   domestic   and  international  grocery   chains,   meat
distributors,    wholesalers,   retailers,    warehouse    clubs,
foodservice distributors, restaurant and hotel chains,  and  meat
processors who produce cured and smoked products, such as  bacon,
ham,  luncheon  meat  and sausage items.   Most  sales  are  made
pursuant   to  daily  orders  as  opposed  to  long-term   supply
contracts.  In each of the past three years, the largest customer
of  the  Beef  Carcass segment was IBP's other business  segments
which  purchased over 90% of the annual beef carcasses  produced;
and  for  Beef Processing, IBP's largest processed beef  customer
accounted  for  less  than 6% of its annual  processed  beef  net
sales.   For the past three years, IBP's largest customer of  the
Pork  segment accounted for less than 6% of its pork  net  sales.
In  each  of  the past three years, Foodbrands America's  largest
customer accounted for less than 15% of its annual net sales; and
in  each  of  the  past three years, All Other  largest  customer
accounted for less than 5% of its annual net sales.  For the same
periods,   IBP's  largest  customer  for  all  products  combined
accounted for less than 4% of its annual net sales.

       IBP  sells to international customers through foreign  and
domestic  sales offices.  In fiscal 1999, export sales  accounted
for  approximately  12%  of IBP's net sales,  which  compares  to
approximately  12%  in  fiscal  1998  and  13%  in  fiscal  1997.
International sales, which include all consolidated company sales
to   customers  outside  the  United  States,  totaled   15%   of
consolidated net sales in 1999, 15% in 1998 and 16% in 1997.

       Some  allied  products  are sold as commodities  in  bulk,
while  other items are trimmed, boxed and frozen by IBP.   Cattle
hides  are sold for both domestic and international use.  Uncured
and   brine-cured  hides  are  sold  to  tanneries  for   further
processing.   Chrome-tanned  hides  are  sold  to  tanneries  and
directly to further processors of leather.

Distribution

       Beef Carcasses

      Most beef carcasses produced by IBP are used by IBP's Beef
Processing segment.  The carcasses are usually transferred within
the facility, or shipped by truck from slaughter plants that do
not have processing operations.  Carcasses sold to third parties
are usually shipped by truck.

       Beef Processing, Pork and All Other

        Most  products from these segments are shipped by trucks,
generally from plants located closest to the purchaser,  although

                                     -8-

other  plants  may  supplement such  deliveries,  depending  upon
prevailing supplies and product demand.

       Foodbrands

         Foodbrands'  products  are  transported  by  independent
carriers  from  its  distribution/customer  service  centers   in
Detroit,  Michigan; Edwardsville, Kansas; and Rialto, California,
or  are shipped directly from the production facility with a view
toward   achieving   an  efficient,  cost-effective   method   of
distribution.  Customer requirements vary from the need for large
quantities of a limited number of products to small quantities of
a  number  of  items,  each  requiring a  different  distribution
method.   From the distribution centers, orders for customers  of
the  different divisions can be filled and delivered in a  single
shipment  regardless of the variety of products  ordered  or  the
location  of  the  manufacturing  facility  at  which  they   are
produced.   The company also can combine for shipment the  orders
of   many  smaller  customers  in  the  same  geographic  region.
Management believes this flexible distribution system allows  the
company  to provide superior service to its customers by reducing
the time between the placement of customer orders and delivery of
the company's products.  This also lowers the customer's shipping
costs   through   the  elimination  of  higher-cost,   fragmented
deliveries.


Competition

       Fresh Meats - Beef Carcass, Beef Processing, and Pork

       The  primary  industry  in which IBP  operates  is  highly
competitive  and  characterized  by  very  small  margins.    IBP
considers  its  principal  competition  to  come  from   domestic
producers  of  fresh beef and pork products,  although  IBP  also
competes  with  other suppliers of protein, including  other  red
meats,  poultry, seafood, grain, dairy products, eggs,  soya  and
other  protein products. Competition exists both in the  purchase
of  live cattle and hogs, as well as in the sale of beef and pork
products.   The principal competitive element in both buying  and
selling is price.

       Failure  to  accurately assess the quality of  cattle  and
hogs  can result in (i) the payment of an excessive price if  the
livestock yields less than expected or (ii) the failure to bid  a
price  sufficiently high to purchase high quality livestock.   To
effectively  compete in the purchase of cattle,  a  cattle  buyer
must  be  able to accurately judge the yield and quality  of  the
cattle  to  establish  price.  As part  of  IBP's  cattle  buying
process,  each cattle buyer prepares an estimate by  lot  of  the
yield and quality of the cattle purchased.  IBP prepares a report
on  each  lot that compares the actual yield and quality  to  the
buyer's  initial  estimate.   This enables  IBP  to  monitor  the
quality  of various cattle producers and to measure the skill  of
its  cattle  buyers,  both  of  which  are  critical  factors  in
determining IBP's success and competitiveness.

       IBP's  hog  buyers generally purchase hogs based  upon  an
average daily bid price.  The average daily bid price is adjusted
for  each  producer by tracking the producer's yield and  quality
results.  From the results of the producer's prior sales, IBP  is
able  to  generate  a  discount or a premium  which  adjusts  the
average daily bid for that individual producer.  In addition, IBP
has  recently introduced an animal ultrasound system to its  pork
facilities to measure the quality and other factors regarding the
profitability of a hog.  IBP believes this purchasing  system  is
one  of  the  most advanced and accurate methods for establishing
carcass values in the industry.

                                     -9-

       Product  quality, product mix, location  and  service,  in
addition to price, are important competitive elements in the sale
of fresh beef and pork products.

       IBP  is  the largest producer of beef carcasses and  fresh
beef  in  the  United States.  IBP believes that its two  largest
beef  competitors in 1999 were Monfort, a subsidiary of  ConAgra,
Inc.  ("ConAgra") and Excel Corporation, a subsidiary of Cargill,
Incorporated.

       IBP  is  one of the largest pork processors in the  United
States.   IBP believes that its largest pork competitors in  1999
were Smithfield Foods, Inc.; ConAgra; and Hormel Foods Corp.


       Foodbrands America

         Foodbrands  America's  products  are  sold   in   highly
competitive  markets  competing  with  a  significant  number  of
companies of various sizes. The principal competitive factors  in
these  markets  are  price,  service,  innovative  products,  and
quality.

       All Other

        The  All Other segment combines a mix of various business
that  do not individually comprise a reportable business segment.
Based on this mix of businesses, it is difficult to identify this
segment's  principal  competitors.  However,  this  segment  does
contain operations that compete with similar operations of  other
beef  and pork processors, and a number of the competitors listed
for those segments would be similar competitors for the All Other
segment.

Employees

       As  of  December  25,  1999, IBP had approximately  45,000
employees. Whenever possible, production employees are  recruited
locally and trained by IBP for specific tasks.

       IBP  considers  its relations with its  employees  at  its
plants to be good.  Approximately 14,600 hourly employees  at  23
of  IBP's  59  production  facilities are  represented  by  labor
organizations.  The labor contracts applicable  to  these  plants
expire as follows (IBP has included the plants acquired from CBFA
in  this  table  even though such plants were not part  of  IBP's
operations on December 25, 1999):


                                              Contract Expiration
     Plant                 Union                      Date

Amarillo, Texas          Teamsters (1)            November 2002

Chicago, Illinois (3)    Teamsters (1)            April 2001

Detroit, Michigan (3)    Teamsters (1)            August 2004

                                      -10-

Grand Rapids,            Teamsters (1)            January 2001
Michigan (3)


Manchester,              Teamsters (1)            December 2000
New Hampshire (3)

Pasco, Washington        Teamsters (1)            May 2004

Rialto, California (3)   Teamsters (1)            September 2001

Albuquerque, New Mexico  UFCW (2)                 November 2000

Augusta, Maine           UFCW (2)                 December 2004

Cherokee, Iowa           UFCW (2)                 March 2004

Chicago, Illinois        UFCW (2)                 July 2003

Concordia, Missouri      UFCW (2)                 June 2001

Dakota City, Nebraska    UFCW (2)                 August 2004

Detroit, Michigan        UFCW (2)                 August 2004

Grand Rapids, Michigan   UFCW (2)                 August 2003

Holly Ridge,             UFCW (2)                 April 2004
North Carolina

Holly Ridge,             UFCW (2)                 August 2000
North Carolina (3)

Jefferson, Wisconsin     UFCW (2)                 June 2002

Joslin, Illinois         UFCW (2)                 December 2000

Logansport, Indiana      UFCW (2)                 October 2003

Manchester,              UFCW (2)                 December 2000
New Hampshire

Newark, New Jersey       UFCW (2)                 December 2003

North Richland Hills,    UFCW (2)                 August 2001
Texas

Perry, Iowa              UFCW (2)                 May 2003

Ponca City, Oklahoma     UFCW (2)                 March 2004

Riverside, California    UFCW (2)                 May 2001

Rialto, California       UFCW (2)                 May 2001
Waterloo, Iowa           UFCW (2)                 June 2002

Buffalo, New York        IUOE (4)                 June 2002

                                      -11-

_________________

(1)    Teamsters  local unions affiliated with The  International
       Brotherhood  of  Teamsters, Chauffeurs, Warehousemen,  and
       Helpers of America.

(2)    United  Food and Commercial Workers, International  Union,
       AFL-CIO.

(3)   These   contracts   at  the  Chicago,  Illinois;   Detroit,
      Michigan;  Grand  Rapids,  Michigan;  Holly  Ridge,   North
      Carolina;   Manchester,   New   Hampshire;   and    Rialto,
      California  facility  cover  those  employees  working   in
      distribution.

(4)   International Union of Electrical Workers.


Regulatory Matters

       IBP's  operations  are subject to the constant  inspection
and  regulation  of the United States Department  of  Agriculture
(the  "USDA"),  including (i) regulations  of  the  USDA's  Grain
Inspection,   Packers   and   Stockyards   Administration,   (ii)
continuous  in-plant  inspection of IBP's  production  facilities
(along  with  each  live  animal, each  carcass  and  all  edible
products)  by  USDA  employees  to ensure  compliance  with  USDA
standards and (iii) grading of beef carcasses by USDA employees.

       IBP  is  subject  to  federal, state and  local  laws  and
regulations  governing  environmental protection.  In  1999,  IBP
incurred  expenses  of  approximately  $20  million  to  maintain
compliance  with  such  regulations.  These  expenditures  relate
principally to the normal operation and maintenance of wastewater
treatment  facilities ("Wastewater Treatment Facilities"),  where
IBP  biologically  treats these wastes, and the  associated  land
application  of  wastes generated at these treatment  facilities.
Wastes  are  generated as a by-product of the animal slaughtering
and  processing operations.  Except as disclosed in Item  3,  IBP
believes   that  it  is  in  substantial  compliance  with   such
applicable  laws  and regulations and IBP is  not  aware  of  any
violations  of, or pending changes in, such laws and  regulations
that  are  likely  to  result in material penalties  or  material
increases  in  compliance  costs.  IBP incurred  $12  million  in
capital   expenditures,  primarily  related  to  its   Wastewater
Treatment  Facilities,  in fiscal 1999  and  anticipates  capital
expenditures  of  approximately $54 million in  fiscal  2000  for
environmental  projects  primarily  related  to  the   Wastewater
Treatment Facilities.

              EXECUTIVE OFFICERS OF THE REGISTRANT

                           Age at   Positions With IBP and
                         February 18,Five-Year Employment
Name                        2000            History


Richard L. Bond            52		 President and Chief
                                     Operating Officer since
                                     1997; Director since 1995;
                                     1995-1997 President, Fresh
                                     Meats; 1994-1995 Executive
                                     Vice President, Beef; 1989-
                                     1994 Group Vice President,
                                     Beef Sales and Marketing;
                                     1982-1989 Vice President,
                                     Boxed Beef Sales and
                                     Marketing

                                     -12-

R. Randolph Devening       57        Chief Executive Officer
                                     of Foodbrands America, Inc.
                                     since 2000; 1994-2000 Chief
                                     Executive Officer and
                                     President, Foodbrands
                                     America, Inc.; Chairman of
                                     the Board, Foodbrands
                                     America, Inc. 1994 to 1997


Craig J. Hart              44        Vice President and
                                     Controller since 1995; 1993-
                                     1995 Assistant Vice
                                     President and Controller;
                                     1990-1993 Controller

Eugene D. Leman            57        Chief Executive Officer,
                                     Fresh Meats since 2000;
                                     Director Since 1989;
                                     1995-2000 President, Fresh
                                     Meats; 1995-1997 President,
                                     Allied Group; 1986-1995
                                     Executive Vice President,
                                     Pork Division; 1981-1986
                                     Group Vice President, Pork
                                     Division


Robert L. Peterson         67        Chairman of the Board of
                                     Directors since 1981; Chief
                                     Executive Officer since
                                     1980; Director since 1976;
                                     1979-1995 President


Larry Shipley              44        Chief Financial Officer
                                     since 2000; 1997-2000
                                     President, IBP Enterprises
                                     and Chief Financial
                                     Officer; 1995-1997
                                     Executive Vice President,
                                     Corporate Development; 1995
                                     Senior Vice President,
                                     Corporate Development; 1994-
                                     1995 Assistant to the
                                     Chairman; 1989-1994
                                     Assistant to the President.



ITEM 3.  LEGAL PROCEEDINGS

         Information required by this item is set forth in Note O
"Contingencies" of the Consolidated Financial Statements included
herein at pages F-1 through F-34.



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

                                     -13-

        No  matters  were submitted to a vote of  IBP's  security
holders during the fourth quarter of 1999.


                            PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

         Information  required by this item is  included  in  the
Consolidated  Financial Statements included herein at  pages  F-1
through  F-34 including the  "Consolidated Statements of  Changes
in  Stockholders'  Equity and Comprehensive  Income,"  "Notes  to
Consolidated  Financial  Statements," and  "Note  P  -  Quarterly
Financial Data (Unaudited)".

         IBP's  Common  Stock  was  held by  approximately  5,500
stockholders  of  record at year-end 1999.  The Common  Stock  is
listed on the New York and Pacific Stock Exchanges.






ITEM 6.  SELECTED FINANCIAL DATA

Selected Financial Data
(in thousands, except net sales and per share data)

                                         52 Weeks Ended
                      Restated    Restated   Restated    Restated   Restated
                      Dec. 25,    Dec. 26,   Dec. 27,    Dec. 28,   Dec. 30,
                        1999        1998       1997        1996       1995

OPERATIONS:
Net sales (in        $   14,075  $   12,849  $   13,259   $   12,539  $  12,668
millions)
Gross profit            893,589     662,208     442,892      443,582    604,068
Selling, general
 and administrative
 expense                368,642     299,441     214,304      121,848    131,417
Earnings from
 operations             524,947     362,767     228,588      321,734    472,651

Interest expense,        45,412      43,213      38,002        3,373     20,784
net

Income taxes            165,071     124,555      71,798      120,719    178,821
Extraordinary loss         -       (14,815)        -            -       (22,189)
(1)

Net earnings            314,464     180,184     118,788      197,642    250,857

                                     -14-

PER SHARE DATA:
Earnings per share:
 Earnings before
  extraordinary item      $3.41       $2.11       $1.28        $2.09      $2.88
 Extraordinary loss (1)     -         (.16)         -            -         (.24)

 Net earnings              3.41        1.95        1.28         2.09       2.65

Earnings per share -
 assuming dilution:
 Earnings before
  extraordinary item      $3.37      $2.09        $1.27        $2.06      $2.85
 Extraordinary loss         -         (.16)         -            -         (.23)
(1)
 Net earnings              3.37       1.93         1.27         2.06       2.62

Dividends per share         .10        .10          .10          .10        .10

FINANCIAL CONDITION:
Working capital      $  196,680  $  231,003  $  207,109   $  540,903  $ 427,241

Total assets          3,705,869   3,008,096   2,838,941    2,174,495  2,027,601

Long-term               586,528     575,522     568,281      260,008    260,752
obligations

Stockholders' equity  1,692,149   1,383,092   1,229,070    1,193,882  1,014,259

 (1)  Extraordinary loss on early extinguishment of debt, net of
      applicable income
      taxes.


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


     MANAGEMENT'S DISCUSSION AND ANALYSIS


       The   matters  discussed  herein  contain  forward-looking
statements.    Specifically,  these  forward-looking   statements
include risks and uncertainties.  Thus, actual results may differ
materially  from those expressed or implied in those  statements.
Those  risks and uncertainties include, without limitation, risks
of  changing market conditions with regard to livestock  supplies
and demand for the company's products, domestic and international
legal   and   regulatory  risks,  the  costs   of   environmental
compliance,  the  impact  of governmental regulations,  operating
efficiencies, as well as competitive and other risks  over  which
IBP   has   little  or  no  control.   Moreover,  past  financial
performance  should  not be considered a  reliable  indicator  of
future  performance.  The company makes no commitment  to  update
any  forward-looking statement, or to disclose any facts,  events
or  circumstances  after  the date hereof  that  may  affect  the
accuracy of any forward-looking statement.

RESTATEMENTS

                                     -15-

      Management's discussion and analysis has been  revised  and
expanded to reflect the following items, as described in  Note  Q
to the financial statements:

      DFG RESTATEMENTS:

      Following  the  third quarter 2000, the company  identified
$9.6  million  in  adjustments that  were  necessary  related  to
inaccuracies at its DFG subsidiary, which were reflected  in  the
company's  reported results in its Quarterly Report on Form  10-Q
for  the  period ended September 23, 2000.  As a result of  these
inaccuracies,  which were identified during  the  fourth  quarter
2000,  the  company initiated a comprehensive internal review  of
operations, systems, processes and controls related  to  its  DFG
subsidiary.  These  reviews and other issues  raised  during  the
fourth  quarter  2000 resulted in recording certain  charges  and
adjustments,  as  discussed  below,  which  impacted   previously
reported  results  for  the  year ended  December  25,  1999  and
unaudited results for quarterly periods in 2000.

      The accompanying financial statements have been restated to
reflect $15.5 million of pre-tax adjustments, related principally
to  overstated  prepaid  expenses;  inventory  valued  above  net
realizable  value;  uncollectible  accounts  receivable  due   to
customer  short payments, unauthorized deductions and  subsequent
allowances;   and  underaccrual  of  liabilities  for   inventory
purchases,   temporary  labor  costs,  marketing,   rebates   and
commissions at December 25, 1999.  These adjustments resulted  in
an  $8.7 million increase in previously reported cost of products
sold  and  a  $6.8  million  increase  in  selling,  general  and
administrative  expenses.   The  related  tax  impact  of   these
adjustments of $5.9 million has also been reflected.  The  impact
of  these  adjustments reduced net earnings by $9.6  million  and
related   earnings  per  diluted  share  by  $0.10  from  amounts
previously reported for fiscal 1999.

     STOCK OPTIONS:
      The  company's stock option plan grants officers additional
bonus  options  if  the  original  options  are  exercised.   The
original officer options are generally issued at market price  at
the  date of the grant, vest over a five-year period and  have  a
ten-year  term.  The bonus options are issued at market price  at
the  date the bonus options are granted and are exercisable after
two years, provided the shares acquired with the original options
are still owned by the officer.  As a result of the bonus options
feature, variable plan accounting is appropriate for the  options
granted  under  these provisions. Compensation  expense  for  the
original  options has been revised and is now recorded  over  the
vesting  period based on the difference between the market  value
and  the  exercise price at the end of each period.  Compensation
expense  related to the bonus options is recorded  based  on  the
market value and the exercise prices over the vesting period from
the  date vesting becomes probable, to the date the bonus options
are vested and exercisable. Prior to the restatement, the company
followed  fixed  accounting  for  these  options,  treating   the
original  grants  and  the bonus option grants  as  two  separate
grants.    The  restatement  increased  (decreased)  compensation
expense  by  $(11,991), $10,968 and $(1,872) in  1999,  1998  and
1997, respectively, and adjusted income tax expenses for the  tax
benefit  associated  with  the  expense.   The  change  increased
(decreased)  net  earnings by $10,824, ($9,823)  and  $1,774  and
earnings  per diluted share by $0.11, ($0.10) and $0.02 in  1999,
1998 and 1997, respectively.

SEGMENTS:
      The  company previously reported two segments, Fresh  Meats
and  Foodbrands  America.   As  a  result  of  reconsidering  the

                                     -16-

requirements  of Statement of Financial Accounting Standards  No.
131,  Disclosures  about  Segments of an Enterprise  and  Related
Information,  the  company has expanded the  number  of  segments
disclosed.


RESULTS OF OPERATIONS

       This  section  presents  analysis  of  IBP's  consolidated
operating  results  displayed in the Consolidated  Statements  of
Earnings  and should be read together with the business  segments
information in Note M to the consolidated financial statements.

     ACQUISITIONS

      On  May  7,  1997,  the  company, through  a  wholly  owned
subsidiary,  completed  a  merger with Foodbrands  America,  Inc.
("Foodbrands")   for   approximately  $869   million,   including
liabilities assumed of approximately $528 million. Foodbrands  is
a  leading U.S. producer, marketer and distributor of frozen  and
refrigerated  products to the "away from home"  food  preparation
market.   The  excess of the aggregate purchase price  over  fair
value   of  identifiable  assets  and  liabilities  acquired   of
approximately $463 million was recognized as goodwill.

      On June 4, 1997, the company acquired The Bruss Company,  a
meat  purveyor serving the domestic and international  restaurant
industry.    The   purchase  price  of  $24.1  million   included
liabilities assumed of  $5.8 million.  The excess of the purchase
price  over  the  fair value of the net assets acquired  of  $4.9
million was recorded as goodwill.

     The company acquired Winchester Food Processing on September
24,  1997, for $17.5 million, which included liabilities  assumed
of  $2.1  million.   Winchester  Foods,  located  in  Hutchinson,
Kansas,  is a major producer of precooked bacon toppings marketed
to   national  pizza  chains  and  other  foodservice  customers.
Pursuant to the purchase agreement, the purchase price is subject
to  adjustment  of up to $5 million for contingent  consideration
payments,  however,  as  of  December  25,  1999,  no  contingent
payments  had  been earned or paid.  The excess of  the  purchase
price  over  the  estimated fair values of  net  assets  acquired
resulted in goodwill of approximately $13.9 million.

      The  company,  through  a  special acquisition  subsidiary,
purchased  the  assets of the appetizer division  of  Diversified
Foods  Group, L.L.C. ("DFG"), on October 18, 1998.  The  Chicago,
Illinois-based  division, which includes a  production  plant  in
Chicago  and  another in Newark, New Jersey, was acquired  for  a
purchase  price  of  $91.6  million, which  included  liabilities
assumed of $15.2 million. Goodwill recorded for the excess of the
purchase  price  over  the value of net assets  acquired  totaled
$65.5 million.  Additional consideration of up to $40 million  is
provided  under the amended DFG purchase agreement contingent  on
meeting  specified earnings targets through 2001.  As of December
25, 1999, no contingent payments had been made.

      On  April  12,  1999, the company acquired the  outstanding
stock  of  H&M Food Systems Company, Inc. ("H&M"), a producer  of
custom-formulated  pre-cooked meat products  and  prepared  foods
with  two plants in Texas. The purchase price was $134.5 million,
including  assumed liabilities of $12.6 million.  The  excess  of

                                     -17-

the purchase price over the fair value of the net assets acquired
resulted in goodwill of $75.7 million.

      The  company acquired Zemco Industries, Inc., the owner  of
Russer  Foods on April 8, 1999.  Russer Foods, based in  Buffalo,
New  York, produces and markets a variety of premium deli  meats.
The  purchase  price  totaled $170.5 million,  including  assumed
liabilities  of  $19.2 million.  The allocation of  the  purchase
price over the fair value of assets acquired resulted in goodwill
of $110.3 million.

      On  June 28, 1999, the company purchased Wilton Foods, Inc.
(Wilton) for $19.1 million, including assumed liabilities of $5.2
million.    Wilton,  a  leading  producer  of   hors   d'oeuvres,
appetizer,  premium kosher meals and prepared foods, is  operated
under DFG.  The excess of the aggregate purchase price over  fair
value   of  identifiable  assets  and  liabilities  acquired   of
approximately $13.1 million was recognized as goodwill.  The  DFG
purchase agreement was amended upon the acquisition of Wilton  to
include   Wilton's   results  in  the  contingent   consideration
calculation provided by the DFG purchase agreement, as  described
above.

      On  August  23,  1999, IBP, through  its  IBP  Foods,  Inc.
subsidiary,  purchased substantially all of the operating  assets
of Thorn Apple Valley, Inc. ("TAVI"), a further processor of pork
and  poultry  products,  which had been  involved  in  bankruptcy
proceedings.  The purchase price for the TAVI net assets  totaled
$109.9  million,  which  included  liabilities  assumed  of  $2.3
million. There were no intangible assets or goodwill recorded  in
connection with this acquisition.

      All of the consideration for the above acquisitions was  in
cash  and  all  were  accounted for by  the  purchase  method  of
accounting.     Accordingly,   the   accompanying    consolidated
statements  of operations include the results from the respective
dates  of each acquisition. Goodwill under these acquisitions  is
being  amortized on a straight-line basis over forty  years.   In
addition,  the  company identified and recorded  $11  million  in
other   intangible   assets,  primarily  registered   trademarks,
associated  with the acquisitions. These other intangible  assets
are  being  amortized over their useful lives, generally  ten  to
twenty years.

      A corporate realignment announced in early 2000 has brought
all  former  Enterprises operations, including  the  acquisitions
described  above,  under the Foodbrands America,  Inc.  umbrella.
Consequently, the Enterprises segment will be referred to in this
report and subsequently as the Foodbrands America segment.

      On  February 7, 2000, the company acquired Corporate  Brand
Foods  America,  Inc. ("CBFA"), a privately  held  processor  and
marketer  of  meat  and  poultry  products  for  the  retail  and
foodservice markets.  In the transaction, which will be accounted
for  as  a  pooling of interests, IBP issued 14.4 million  common
shares  for  all of the outstanding stock of CBFA.   The  company
also  assumed  $316  million of CBFA's debt and  $28  million  of
preferred stock obligations.


COMPARISON OF 1999 TO 1998

      The  Beef Carcass 1999 operating margin as a percentage  of
net  sales was 1.1% compared to 1.6% in the prior year.  The Beef
Carcass segment's performance was below prior year levels due  to

                                     -18-

slightly  higher live cattle costs partially offset by  effective
levels of plant capacity utilization.

     The Beef Processing 1999 operating margin as a percentage of
net  sales  was  2.1% compared to 0.0% in the prior  year.   Beef
processing  operations performed above prior year levels  due  to
effective  levels  of  plant utilization  coupled  with  improved
domestic and export demand.

      The  Pork segment 1999 operating margin as a percentage  of
net  sales  was  6.2% compared to 5.1% in the prior  year.   Pork
operations  performed above prior year levels due  to  relatively
stable  livestock  prices,  effective levels  of  plant  capacity
utilization, and improved domestic and export demand.

      Foodbrands  America's 1999 operating earnings decreased  to
4.0%  of  net  sales  compared to 6.5% in  1998.   Excluding  the
negative  impact of IBP Foods, the 1999 operating margin measured
5.7%.   Higher  1999  raw material, selling costs,  and  the  DFG
issues  (discussed below) were the primary factors  that  reduced
margins at existing operations.

      In  the  fourth quarter 1999, the company recorded  pre-tax
adjustments principally to inventories, accounts receivables, and
accrued  liabilities  totaling $15.5  million  at  DFG  Foods,  a
Foodbrands   America  subsidiary  that  produces  a  variety   of
appetizers  and kosher items.  These adjustments, which  included
an  $8.7  million increase in cost of products sold  and  a  $6.8
million increase in selling, general and administrative expenses,
resulted from accounting irregularities and misstatements.

      The All Other segment 1999 operating margin as a percentage
of  net sales was 2.1% compared to 3.5% in the prior year.  Other
operations  performed below prior year levels mainly due  to  the
impairment write-downs for cow plants (discussed below) partially
offset  by  increased capacity utilization and  improved  product
demand at the company's Canadian beef complex.

      The lower 1999 Corporate expenses included in earnings from
operations were primarily attributable to a $23 million  decrease
in variable stock option expense and reduced litigation expense.

      During  1999, the company incurred $35 million of non-cash,
pre-tax nonrecurring charges, including $18 million in the fourth
quarter  1999.  These nonrecurring charges, which were classified
in  cost  of products sold, were primarily fixed asset impairment
write-downs  attributable to the company's decision,  based  upon
poor  earnings  forecasts,  to  exit  its  cow  boning  business.
Consequently,  the cow plant assets were written  down  to  their
estimated  net  realizable  value.   The  company's  cow   boning
operations  were  not material to the company's total  operations
either in terms of assets (less than 1%) or net sales (less  than
2%).

      Industry  experts  predict that fed  cattle  supplies  will
remain  strong  into  the  first half of 2000  before  tightening
somewhat,   with  full  year  beef  production  down  about   5%.
Meanwhile,  hog supplies in 2000 are expected to  be  down  3%-4%
from 1999.


                                 Restated       Restated
Net Sales                          1999           1998      % Change
  Beef Carcass                 $  8,234,657    $  7,899,677        4%
  Beef Processing                 7,678,171       7,153,970        7%
  Pork                            2,440,183       2,362,713        3%
  Foodbrands America              1,819,355       1,229,401       48%

                                    -19-

  All Other                       2,230,808       2,065,665        8%
 Intersegment elimination        (8,327,966)     (7,862,791)       6%
  Total                        $ 14,075,208    $ 12,848,635       10%

Earnings from Operations
  Carcass                      $    91,513     $   124,322       -26%
  Processing                       163,656           1,651     9,813%
  Pork                             151,689         119,838        27%
  Foodbrands America                72,721          79,505        -9%
  All Other                         46,730          72,536       -36%
    Total from segments            526,309         397,852        32%
  Corporate                         (1,362)        (35,085)       96%
  Total Earnings               $   524,947     $   362,767        45%

     SALES

      Beef  Carcass segment net sales in 1999 increased  4%  over
1998.  The increase was attributable to 3% higher average selling
prices  and  a  1%  increase in pounds of  beef  carcasses  sold.
Approximately  90% of Beef Carcass sales are intersegment  sales,
principally to the Beef Processing segment operations.

      Beef Processing segment net sales in 1999 increased 7% over
1998.   The  increase  was almost equally the  result  of  higher
average  selling  prices and increased pounds of  processed  beef
products sold.

     The 3% increase in Pork segment 1999 net sales from 1998 was
attributable to higher average selling prices, as the  volume  of
pork products sold was virtually flat between 1999 and 1998.

     Meanwhile, Foodbrands America's 1999 net sales increased 48%
over  1998.   Excluding  acquisitions, Foodbrands  America's  net
sales  increased  12%  due  to sales volume  increases  at  other
existing Foodbrands America divisions.

      Export  sales and pounds sold increased 9% and 6%  in  1999
compared  to  1998.  The improvement was attributable  to  a  25%
increase  in  export sales in the second half of 1999,  including
40%  higher sales of chilled and frozen beef and pork. Net export
sales accounted for 12.3% of 1999 and 1998 net sales.

       Japan  continues  to  be  IBP's  most  significant  export
destination, and 1999 export dollars were up 8% over 1998 due  to
a strong second half of 1999.  Although volumes were 8% below the
prior  year,  the  sales mix has shifted to  products  of  higher
value,  showing  signs of a stronger economy  in  the  Far  East.
Additionally,  sales  to Korea were up significantly  over  1998.
Closer to home, export sales to Mexico were up 10% in 1999 versus
1998.

      The U.S. Meat Export Federation predicts that U.S. red meat
exports  in 2000 will increase 8% over 1999, primarily to markets
in the Far East.

     COST OF PRODUCTS SOLD

      The  Beef  Carcass segment cost of products  sold  in  1999
increased  5% over 1998.  Higher live cattle prices and increased
volume of beef carcasses sold were the most significant factors.

      The  Beef Processing segment cost of products sold in  1999
increased  5%  over  1998.   Higher raw material  prices,  passed

                                     -20-

through  from  the  Beef Carcass segment, as  well  as  increased
volume of beef products sold were the most significant factors.

     Pork segment cost of products sold in 1999 increased 2% over
1998.  Higher live hog prices were the most significant factor.

      Foodbrands  America's cost of products sold in 1999  versus
1998  increased  53% from 1998.  The higher costs were  primarily
due   to   acquisitions,  although  higher  sales  volume-related
increases  in  existing  businesses and  the  aforementioned  DFG
issues were also contributing factors.

      Costs  in the All Other segment in 1999 increased  9%  over
1998.   Increased volume at the company's Canadian  beef  complex
was  the primary contributing factor.  The increase was also  due
in  part  to  the  $35 million of nonrecurring  cow  plant  asset
impairment write-downs mentioned earlier.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

      1999  expense  increased 23% over 1998.  The  increase  was
chiefly  a  result  of acquisitions, higher sales  volume-related
selling costs, corporate salaries, the aforementioned DFG  issues
and consulting expense.  The increases were partially offset by a
$7  million second quarter 1998 credit for export-related  harbor
maintenance tax refunds and a $12 million credit to stock options
expense  in  1999  compared to an $11  million  charge  to  stock
options  expense in 1998, which fluctuates with  changes  in  the
company's stock price.

INTEREST EXPENSE

     The 5% increase in 1999 net interest expense versus 1998 was
due  primarily  to 18% higher average borrowings in  1999  offset
somewhat  by  a lower average effective interest rate  (38  basis
points).   Average  borrowings  and  net  interest  expense  will
continue  at higher levels in the foreseeable future  because  of
additional  borrowings required for the recent  acquisitions  and
increased capital expenditures.

     INCOME TAXES

      IBP's effective income tax rate in 1999 decreased to  34.4%
compared  to  39.0%  in 1998.  The 1999 rate  reduction  resulted
primarily from a settlement with the Internal Revenue Service  on
audit  issues related to fiscal years 1989, 1990 and  1991.   The
settlement  decreased 1999 income tax expense by $14  million  or
$0.15 per diluted share.


COMPARISON OF 1998 TO 1997

     The Beef Carcass segment 1998 operating margin measured 1.6%
of  net  sales compared to 1.5% in 1997.  The higher Beef Carcass
segment  margins  were mainly due to a decrease in  average  live
cattle  prices.   In  the  Beef  Processing  segment,  the   1998
operating margin measured 0.0% of net sales compared to  0.5%  in
1997.    The  lower  Beef  Processing  margins  were  caused   by
significant  supplies  of competing proteins  and  weaker  export
demand  resulting from economic problems in the  Far  East.   The
Pork  segment  1998 operating margin measured 5.1% of  net  sales
compared  to an operating deficit of (0.7)% in 1997.  The  higher
Pork  margin resulted from increased pounds of pork products sold
as well as a significant decrease in live pork prices.

                                     -21-

      Foodbrands America's operations performed above  the  prior
year with an operating margin of 6.5% in 1998 compared to 3.4% in
1997,  as  product  demand  increased  and  raw  material  prices
decreased.

     The All Other segment 1998 operating margin measured 3.5% of
net  sales  compared to 2.7% in 1997.  Other operations performed
above   prior  year  levels  mainly  due  to  increased  capacity
utilization and improved product demand at the company's Canadian
beef  complex, partially offset by decreased capacity utilization
and product demand in the company's cow boning operations.

     The higher 1998 Corporate expenses included in earnings from
operations compared to 1997 were primarily attributable to a  $13
million  increase  in  variable stock option  expense,  increased
litigation expense and a $7 million credit accrual for the harbor
maintenance tax refunds discussed above.


                                 Restated      Restated
Net Sales                          1998          1997       % Change
  Beef Carcass                 $  7,899,677   $  8,333,729       -5%
  Beef Processing                 7,153,970      7,382,199       -3%
  Pork                            2,362,713      2,723,250      -13%
  Foodbrands America              1,229,401        857,943       43%
  All Other                       2,065,665      2,280,520       -9%
  Intersegment Elimination       (7,862,791)    (8,318,857)      -5%
  Total                        $ 12,848,635   $ 13,258,784       -3%

Earnings from Operations
  Beef Carcass                 $   124,322    $   127,309        -2%
  Beef Processing                    1,651         34,369       -95%
  Pork                             119,838        (18,738)      740%
  Foodbrands America                79,505         29,132       173%
  All Other                         72,536         60,968       -19%
    Total from segments            397,852        233,040        71%
  Corporate                        (35,085)        (4,452)     -688%
  Total Earnings               $   362,767    $   228,588        59%

SALES

      The 5% decrease in Beef Carcass net sales was due primarily
to  an  8% decrease in the average selling price offset by  a  3%
increase  in  total  pounds  sold.   The  3%  decrease  in   Beef
Processing  sales  was  due primarily to  lower  average  selling
prices  as  the  volume  of  pounds of  beef  products  sold  was
relatively flat.  The 13% decrease in Pork segment net sales  was
due  primarily to 16% lower average prices of pork products sold,
partially  offset  by a 3% increase in pounds  of  pork  products
sold.

     Foodbrands America's net sales in 1997 included 35 weeks for
Foodbrands  America,  Inc. and 31 weeks for  The  Bruss  Company.
Meanwhile, Foodbrands America's comparable period sales decreased
in  1998  from  1997 due to lower selling prices  resulting  from
lower  raw  material  costs passed through  to  customers,  which
offset an increase in pounds sold.

     Net sales in the All Other segment decreased 9% from 1998 to
1997  due  mainly to a decrease in the average selling  price  of
beef  hides sold and to a decrease in average selling  prices  of
beef products sold from the company's Canadian beef complex.

                                     -22-

      Net  export  sales in 1998 decreased 6% from 1997.   Export
tonnage in 1998 increased 21% over 1997 but was offset by overall
lower  prices and a sales mix with a higher percentage  of  lower
valued  products.  Exports accounted for approximately  12.3%  of
consolidated net sales in 1998 versus 12.7% in 1997.

     The Asian region accounted for 67% of total net export sales
in  1998  compared to 73% in 1997.  The decline was due to  much-
publicized  economic difficulties.  The Far  East  shortfall  was
partially offset by increased exports to Mexico and South America
destinations.

COST OF PRODUCTS SOLD

      The  Beef Carcass segment experienced a 5% decrease in 1998
cost  versus the prior year.  This decrease was primarily due  to
reduced  average  prices paid for live cattle.   Beef  Processing
experienced  a  3% decrease in 1998 cost versus the  prior  year.
This  decrease  was primarily due to the reduced  average  prices
paid  for raw material from the carcass segment operations, which
overrode  the effect of increases in the pounds of beef  products
sold.   Pork  experienced a 19% decrease in 1998 cost versus  the
prior  year.  This decrease was primarily due to reduced  average
prices paid for live hogs, which overrode the effect of increases
in  the pounds of pork products produced.  Beef Carcass and  Beef
Processing plant costs increased due to higher labor costs.  Pork
plant  costs  increased due to higher labor costs  and  increased
pork volume.

      Foodbrands  America  also experienced  lower  costs,  on  a
comparable  basis, due primarily to the lower pork  raw  material
prices.

      Costs  in the All Other segment in 1998 decreased 14%  over
1997.   The decrease was primarily due to decreased costs of  raw
materials, passed through from the Beef Carcass segment,  in  the
hides division and a lower volume of hogs bought and sold by  the
company's hog marketing subsidiary included in this segment.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

      1998  expense  was 40% higher than in 1997.  Excluding  the
effect  of new subsidiaries, 1998 expense was 17% higher than  in
1997.   Generally,  the increases were due  to  higher  incentive
compensation, amortization of intangibles and $13 million  higher
non-cash  variable  stock option expense, which  fluctuates  with
changes  in  the  company's  stock  price.   The  increases  were
partially offset by accrual of refunds of U.S. harbor maintenance
taxes  paid  in  prior  years, based upon a  U.S.  Supreme  Court
decision that ruled their collection unconstitutional, as well as
cessation of current year harbor tax expense.

      Foodbrands  America's selling expense is much higher  as  a
percentage of net sales compared to Fresh Meats due to the value-
added  nature  of  their respective product lines  which  require
increased levels of customer contact, brand name development  and
promotional costs.  The company expects that selling expense will
continue to be significantly higher than in periods prior to  the
Foodbrands and Bruss acquisitions.

INTEREST EXPENSE

      The 14% higher net interest expense in 1998 versus 1997 was
primarily  attributable to 29% higher average borrowings  brought
about  by the purchases of Foodbrands America, Inc. and The Bruss

                                     -23-

Company  in  the  second quarter 1997.  IBP's effective  interest
rate  in  1998 was lower by 53 basis points from the  average  in
1997,  which somewhat offset the higher average borrowings.   The
lower  effective interest rate was attributable in part to  lower
short-term  market rates in 1998, the retirement  of  Foodbrands'
10.75% Senior Subordinated Notes in the first quarter 1998, and a
favorable market position with IBP's interest rate swap contract.


RECENT ACCOUNTING CHANGES

      In  June  1999, Statement of Financial Accounting  Standard
("SFAS")  No.  137 was issued, which deferred the effective  date
for  SFAS  No.  133, "Accounting for Derivative  Instruments  and
Hedging  Activities"  and is effective no later  than  the  first
quarter  of fiscal 2001.  Based upon the company's current  level
of  derivatives activity, management expects that  this  standard
will  not  materially affect the company's financial position  or
results of operations.

       Staff   Accounting  Bulletin  (SAB)  No.   101,   "Revenue
Recognition in Financial Statements", was issued in December 1999
and   includes  staff  interpretations  of  the  application   of
generally  accepted  accounting  principles  related  to  revenue
recognition.  The company expects to adopt the provisions of  SAB
101 in the first quarter of 2000 by recording a cumulative effect
of   accounting   change  related  to  revenue   recognition   of
approximately  $2,429, net of $1,489 tax.  As  a  result  of  the
guidance  in  SAB  101, the company will recognize  revenue  upon
delivery  of  product to customers.  The company had historically
recognized revenue upon shipment, based on its interpretation  of
Statement  of  Financial Accounting Concepts No. 5,  Revenue  and
Recognition  in Measurement in Financial Statements  of  Business
Enterprises.

LIQUIDITY AND CAPITAL RESOURCES

     The meat processing industry is characterized by significant
working  capital requirements.  This is due largely to  statutory
provisions  that  generally  provide for  immediate  payment  for
livestock, while it takes IBP on average about eight days to turn
its  product inventories and eighteen days to convert  its  trade
receivables  to cash.  These factors, combined with  fluctuations
in   production  levels,  selling  prices  and  prices  paid  for
livestock, can impact cash requirements substantially on a day-to-
day basis.  To provide cash for its working capital requirements,
the company's credit facilities (more fully described in Notes  C
and  D to the consolidated financial statements) provide IBP with
same-day  access  to  an aggregate of $600 million  in  potential
committed borrowings. The unused portion of the committed  credit
lines was $110 million at December 25, 1999.

      In January 2000, the company increased its revolving credit
capacity  by $300 million via a one-year facility with two  major
financial  institutions. Credit terms were similar  to  those  in
existing credit facilities.

      Although  IBP has significant working capital requirements,
its  accounts  receivable  and  inventories  are  highly  liquid,
characterized   by  rapid  turnover.   The  following   are   key
indicators   relating  to  IBP's  working  capital,   asset-based
liquidity, and leverage ratios:


                                      Restated       Restated
                                      December       December
                                        25, 1999           26, 1998

                                     -24-

          Working capital (in
           Millions)                     $197           $231
          Current ratio                 1.2:1          1.3:1
          Quick ratio                   0.7:1          0.7:1
          Number of days' sales in
            Accounts receivable          17.6           15.8
          Inventory turnover             26.0           30.0
          Earnings to fixed               6.2            5.0
          charges

      Working capital and associated liquidity ratios at year-end
1999  slipped  relative to the prior year  primarily  because  of
increased  short-term  borrowings needed  to  fund  acquisitions.
Those ratios improved in the first quarter 2000 upon issuance  of
the  $300  million of 7.95% 10-year notes discussed below,  which
reduced short-term debt by $125 million.

      Beef  Carcass,  Beef Processing and Pork segments  accounts
receivable and inventories were higher at year-end 1999  than  at
year-end  1998  due  primarily  to  higher  selling  prices   and
livestock  prices,  especially on the pork  side.   These  higher
balances  contributed  to  slower  consolidated  receivables  and
inventory  turnover rates.  In addition, the increasing  presence
of value-added businesses, with their more numerous product lines
and  distribution channels, and longer credit terms,  has  caused
slower receivables and inventory turnover rates.

      Total  consolidated  outstanding borrowings  averaged  $997
million  in  1999  compared to $843 million in 1998.   Borrowings
outstanding  at  December  25, 1999  under  committed  facilities
totaled $490 million.

      On  January  31, 2000, the company issued $300  million  of
7.95%  10-year  notes.   The  net proceeds  were  used  to  repay
existing borrowings under credit facilities.

      On  February 7, 2000, the company acquired Corporate  Brand
Foods America, Inc. ("CBFA") in an exchange of common shares. IBP
issued  14.4  million common shares for all  of  the  outstanding
stock  of  CBFA. The company also assumed $316 million of  CBFA's
debt and $28 million of preferred stock obligations.  CBFA's debt
was refinanced and the preferred stock was liquidated immediately
upon  completion of the transaction, utilizing existing IBP  debt
facilities.

     The purchase of the Foodbrands America, Inc. 10.75% Notes in
the  first  quarter 1998 by IBP, inc. was funded  with  available
credit  facilities.   The  portion  of  borrowings  under   IBP's
revolving credit facilities considered long-term was $175 million
at year-ends 1999 and 1998.

      The company invested $8 million in 1999 and $38 million  in
1998  in life insurance contracts for key employees.  Among other
advantages, expected changes in the cash value of these contracts
are intended to effectively act as a hedge against changes in the
company's deferred compensation liabilities.

      Capital  expenditures in 1999 totaled $195 million compared
to  $172 million in 1998. Significant projects with 1999 spending
included  beef  facility  food  safety  projects,  several  plant
expansions,  and  completion of the company's world  headquarters
complex.   Over  half  of  the  1999  spending  was  for  revenue
enhancement   or  cost-saving  projects,  while   the   remainder
generally  went  toward  upgrades and  replacements  of  existing
equipment and facilities.

                                     -25-

      Management's estimate of capital spending in 2000 is in the
range  of $400 million, the majority of which has been designated
for  revenue  enhancement and capacity  expansion.   The  company
intends to fund these expenditures with operating cash flows  and
available debt facilities.

YEAR 2000

      The  company has an internal team responsible for assessing
the  impact of Year 2000 and leading and monitoring the company's
state  of  readiness with respect to this issue.   All  planning,
implementation and testing was successfully completed before  the
end  of  1999.   The team has continued to monitor the  company's
systems.

      As  part  of  the Year 2000 readiness program,  significant
service    providers,   vendors,   suppliers,   customers,    and
governmental  entities  ("Key  Business  Partners")   that   were
considered  critical  to business operations  around  January  1,
2000,   were  identified.  Steps  were  initiated  to  reasonably
ascertain  their  stage  of Year 2000  readiness  as  it  related
directly or indirectly to the company.

     The possible consequences of the company or its Key Business
Partners not being fully Year 2000 compliant by January  1,  2000
included, among other things, temporary plant closings, delays in
the  delivery of products and/or receipt of supplies, invoice and
collection   errors   and  inventory  and  supply   obsolescence.
However,  with  some very minor exceptions, the company  has  not
suffered  any  financial  losses  or  operational  inefficiencies
resulting from the calendar advancing past January 1, 2000.

      The company also had in place a formal contingency plan  to
address   risks   considered  critical   to   operations.    This
contingency  plan  will  remain  in  place  to  ensure  that  any
unforeseen  Year 2000 or other critical issues can  be  addressed
appropriately.

      The  aggregate cost of the company's Year 2000 efforts  was
approximately $14 million, virtually all of which has been  spent
or committed.  The spending included approximately $9 million for
computer  hardware, most of which was capitalized.  The remaining
$5 million was primarily for changes in computer software, all of
which  was  expensed as incurred and funded with  operating  cash
flows.

      The  company's Year 2000 readiness program has been a  very
successful effort and, although continued monitoring of  Business
Systems   is  an  ongoing  process,  the  effort  is  essentially
complete.  The  company does not anticipate any material  adverse
impact resulting from unforeseen Year 2000 issues.

ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISK

MARKET RISK

      Interest Rates - The company manages interest cost using  a
mix  of  fixed and variable rate debt.  To manage this mix  in  a
cost-effective manner, the company may enter into  interest  rate
swaps  in  which  the  company agrees to exchange,  at  specified
intervals,  the  difference between fixed and  variable  interest
amounts  calculated  by  reference  to  an  agreed-upon  notional
principal amount.  These interest rate swaps effectively  convert

                                     -26-

a  portion of the company's fixed-rate debt to variable-rate debt
or  vice  versa.   A  sensitivity analysis indicates  that,  with
respect  to  interest  rate derivative instruments  in  place  at
December  25,  1999  and  December 26, 1998,  a  100-basis  point
increase  in the applicable market interest rate would  not  have
had  a  material  impact  on  the company's  financial  position,
results of operations, or liquidity.

      Foreign Operations - Transactions denominated in a currency
other  than the entity's functional currency are generally hedged
using  currency  forward contracts to reduce  this  market  risk.
These  transactions  primarily  involve  the  company's  Canadian
subsidiary,  which  enters  into  currency  forward  and  futures
contracts to hedge its exposures on receivables, live cattle, and
purchase   commitments  in  foreign  currencies.   A  sensitivity
analysis   indicates   that,  with  respect   to   currency-based
derivatives in place at December 25, 1999 and December 26,  1998,
a  10%  change in currency exchange rates would not  have  had  a
material  impact on the company's financial position, results  of
operations, or liquidity.

      Commodities - The company uses commodity futures  contracts
to   hedge  its  forward  livestock  purchases  which,  in  1999,
accounted  for approximately 7% of its livestock purchases.   The
contract  lives ranged from one to twelve months.  A  sensitivity
analysis  indicates that, for futures contracts open at  December
25,  1999,  a  10%  increase  in futures  contract  prices  would
increase  hedging  losses by $15 million.  The  comparable  prior
year  figure  was  $13 million. Any change in the  value  of  the
futures contracts is generally balanced by an offsetting position
in the cash market price of the delivered livestock.  Neither the
company's  financial position nor its liquidity would  have  been
materially  impacted  by the above increase in  futures  contract
prices.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Information  required by this item is set forth  in  the
Consolidated  Financial Statements included herein at  pages  F-1
through F-34.


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

         Incorporated by reference from the Proxy Statement, page
14, section entitled "INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS."


                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           Incorporated  by  reference from the Proxy  Statement,
pages   2-4,  section  entitled   "ELECTION  OF  DIRECTORS"   and
reference  is  also  made to the information regarding  executive
officers  set forth in "EXECUTIVE OFFICERS OF THE REGISTRANT"  in
Part I of this report.


ITEM 11.  EXECUTIVE COMPENSATION

                                     -27-

           Incorporated  by  reference from the Proxy  Statement,
pages   9-12,  section  entitled  "SUMMARY  COMPENSATION  TABLE";
"OPTION  GRANTS TABLE," "AGGREGATED OPTION EXERCISES AND YEAR-END
OPTION  VALUE  TABLE,"  "PERFORMANCE GRAPH,"  and  from  page  5,
section    entitled    "ELECTION   OF   DIRECTORS,"    subsection
"Information Regarding Directors' Compensation."


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

           Incorporated  by  reference from the Proxy  Statement,
page  2  and  page  6, sections entitled "SECURITY  OWNERSHIP  OF
CERTAIN   BENEFICIAL   OWNERS"   and   "SECURITY   OWNERSHIP   OF
MANAGEMENT."


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Incorporated  by  reference from the Proxy  Statement,
pages  4-5, sections entitled "ELECTION OF DIRECTORS," subsection
"Information Regarding the Board of Directors and its Committees"
and   from  page  8,  section  entitled  "COMPENSATION  COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS."


                                 PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K
  (a)   Documents filed as part of this report.

        The    following   financial   information    is
        incorporated  by  reference  from   the   Annual
        Report,  as  identified below, or  is  found  in
        this report.

        1. Consolidated Financial                 Location
           Statements

           Report of Independent Accountants      Page  F-35 of  this
                                                  report

           Consolidated Statements of Earnings	  Page  F-3  of  this
                                                  report

           Consolidated Balance Sheets            Page  F-2  of  this
                                                  report

           Consolidated Statements of Cash Flows  Page F-5 and  F-6
                                                  of  this report

           Consolidated Statements of Changes in  Page  F-4  of this report
           Stockholders' Equity and Comprehensive
           Income

           Notes to Consolidated Financial        Pages F-7 through F-34
           Statements                             of this report


                                     -28-


          2.  Financial Statement Schedule

          Schedule II   Valuation  and  Qualifying  Page S-1 of this report
                        Accounts  and Reserves

All  other  schedules are omitted because they are not applicable
or not required.

     3.  Exhibits

      3.1*     Restated  Certificate  of  Incorporation  of   IBP
               (filed as Exhibit No. 3.1. to the Annual Report on
               Form  10-K  of  IBP  for  the  fiscal  year  ended
               December 28, 1996, File No. 1-6085).

      3.2           Restated By-laws of IBP.

     10.1           Registration Rights Agreement between IBP and
               the  holders  of restricted shares of  IBP  Common
               Stock (the holders received such restricted shares
               in  exchange for common shares of CBFA in the CBFA
               acquisition).

     10.5*     IBP's   1987   Stock  Option  Plan   (Compensatory
               Plan)(filed   as  Exhibit  No.  28(a)   to   IBP's
               Registration Statement on Form S-8, dated  January
               5, 1988, File No. 33-19441).

     10.5.1*   Form   of   Stock   Option   Agreement   (10/1/87)
               (Compensatory Plan) (filed as Exhibit No. 28(b) to
               IBP's  Registration Statement on Form  S-8,  dated
               January 5, 1988, File No. 33-19441).

     10.5.2*   Form   of   Stock   Option  Agreement   (12/31/87)
               (Compensatory Plan) (filed as Exhibit No. 28(c) to
               IBP's  Registration Statement on Form  S-8,  dated
               January 5, 1988, File No. 33-19441).

     10.5.3*   IBP  Officer  Long-Term Stock  Plan  (Compensatory
               Plan)  (filed as Exhibit No. 10.5.3 to the  Annual
               Report  on  Form 10-K of IBP for the  fiscal  year
               ended December 25, 1993, File No. 1-6085).

     10.5.4*   IBP  Directors  Stock  Option  Plan  (Compensatory
               Plan)  (filed as Exhibit No. 10.5.4 to the  Annual
               Report  on  Form 10-K of IBP for the  fiscal  year
               ended December 25, 1993, File No. 1-6085).

     10.5.5*   IBP  1993  Stock  Option Plan (Compensatory  Plan)
               (filed  as Exhibit No. 10.5.5 to the Annual Report
               on  Form  10-K  of IBP for the fiscal  year  ended
               December 25, 1993, File No. 1-6085).

     10.5.6*   1996  Officer  Long-Term Stock Plan  (Compensatory
               Plan)  (filed as Exhibit No. 10.5.6 to the  Annual

                                          -29-

             Report  on  Form 10-K of IBP for the  fiscal  year
               ended December 28, 1996, File No. 1-6085).

     10.5.7*   1996  Stock Option Plan (Compensatory Plan) (filed
               as Exhibit 10.5.7 to the Annual Report on Form 10-
               K  of  IBP for the fiscal year ended December  28,
               1996.  File No. 1-6085).

     10.8*     Form   of  IBP's  Indemnification  Agreement  with
               officers   and  directors  (Management   Contract)
               (filed  as  Exhibit No. 10.8 to IBP's Registration
               Statement on Form S-1, dated August 19, 1987, File
               No. 1-6085).

     10.21*    Credit  Agreement (Revolving/Term Credit Facility)
               dated  as of December 21, 1995, between IBP,  inc.
               and  various  lenders  with  First  Bank  National
               Association  as Administrative Agent and  Bank  of
               America National Trust and Savings Association  as
               Co-Agent.   (filed  as Exhibit No.  10.21  to  the
               Annual  Report on Form 10-K of IBP, for the fiscal
               year ended December 30, 1995, File No. 1-6085).


     10.24*    Employment  Agreement, effective as of August  18,
               1997,  between  IBP and Larry Shipley  (Management
               Contract)  (filed  as Exhibit  No.  10.24  to  the
               Annual  Report on Form 10-K of IBP for the  fiscal
               year ended December 27, 1997, File No. 1-6085).

     10.25*    Employment  Agreement, effective as  of  March  1,
               1997,  between IBP and Richard L. Bond (Management
               Contract)(filed as Exhibit No. 10.25 to the Annual
               Report  on  Form 10-K of IBP for the  fiscal  year
               ended December 27, 1997, File No. 1-6085).

     10.26*    Employment  Agreement, effective as  of  March  1,
               1997,  between IBP and Eugene D. Leman (Management
               Contract)(filed as Exhibit No. 10.26 to the Annual
               Report  on  Form 10-K of IBP for the  fiscal  year
               ended December 27, 1997, File No. 1-6085).

     10.27*    Employment Agreement, effective as of December 22,
               1995   between  IBP  and  Craig  Hart  (Management
               Contract)(filed  as Exhibit 10.27  to  the  Annual
               Report  on  Form 10-K of IBP for the  fiscal  year
               ended December 26, 1998, File No. 1-6085).

     10.28*    Text  of  Retirement Income Plan of IBP, inc.  (As
               Amended  and Restated Effective as of  January  1,
               1992), as amended.  (Compensatory Plan) (filed  as
               Exhibit No. 10.28 to the Annual Report on Form 10-
               K  of  IBP for the fiscal year ended December  26,
               1992, File No. 1-6085).



     21.             Subsidiaries of IBP, inc. as of December 25,
               1999.

     22.*           Matters submitted to vote of security holders
               (filed  as Item 4 to the Quarterly Report on  Form
               10-Q  for  the 26 weeks ended June 26, 1999,  File
               No. 1-6085).

                                     -30-


     23.1            Consent  of  Independent Public  Accountants
               (PricewaterhouseCoopers LLP).

     27.            Financial Data Schedule.
__________________
* Incorporated herein by reference

  (b) Reports on Form 8-K

      Not Applicable

  (c) Other Matters


       For  the purpose of complying with the amendments  to  the
rules  governing  Form S-8 (effective July 13,  1990)  under  the
Securities  Act of 1933, IBP hereby undertakes as follows,  which
undertaking  shall  be  incorporated  by  reference  into   IBP's
Registration Statement on Form S-8 No. 33-19441 (filed January 5,
1988):

       Insofar  as indemnification for liabilities arising  under
the  Securities  Act  of  1933  may be  permitted  to  directors,
officers and controlling persons of IBP pursuant to the foregoing
provisions,  or  otherwise, IBP has  been  advised  that  in  the
opinion   of   the   Securities  and  Exchange  Commission   such
indemnification  is  against public policy as  expressed  in  the
Securities Act of 1933 and is, therefore, unenforceable.  In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by IBP of expenses incurred or paid by  a
director,  officer or controlling person of IBP in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities  being registered, IBP will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                                   -31-


                                SIGNATURES

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

                      IBP, inc.



                      By: /s/ Robert L. Peterson
                          ----------------------
                      Robert L. Peterson
                      Chairman of the Board
                      and Chief Executive Officer
                      Date: 3/12/01



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

     Signature                Title                      Date


/s/ Robert L. Peterson     Chairman of the Board       3/12/01
----------------------     and Chief Executive
Robert L. Peterson         Officer (principal
                           executive officer)


/s/ Larry Shipley          Chief Financial             3/12/01
----------------------     Officer (principal
Larry Shipley              financial officer)


/s/ Craig J. Hart          Vice President and          3/12/01
----------------------     Controller
Craig J. Hart


/s/ Richard L. Bond        Director                    3/12/01
----------------------
Richard L. Bond



                           Director
----------------------
John S. Chalsty



/s/ Wendy L. Gramm         Director                    3/12/01
----------------------
Wendy L. Gramm

                                     -32-

    Signature                  Title                    Date


/s/ John J. Jacobson, Jr.  Director                    3/12/01
-----------------------
John J. Jacobson, Jr.


/s/ Eugene D. Leman        Director                    3/12/01
----------------------
Eugene D. Leman


/s/ Michael L. Sanem       Director                    3/12/01
----------------------
Michael L. Sanem


/s/ Martin A. Massengale   Director                    3/12/01
----------------------
Martin A. Massengale


/s/ JoAnn R. Smith         Director                    3/12/01
----------------------
JoAnn R. Smith


                                       -33-


                        IBP, inc. AND SUBSIDIARIES

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





                                                              PAGE

IBP, Inc. and Subsidiaries:
Consolidated Balance Sheets as of December 25,1999             F-2
   and December 26, 1998
Consolidated Statement of Earnings for the Years               F-3
   ended 1999, 1998 and 1997
Consolidated Statements Of Changes In Stockholders'            F-4
   Equity And Comprehensive Income for the Years
   ended 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years            F-5 to F-6
   ended 1999, 1998, and 1997
Notes to Consolidated Financial Statements                     F-7 to F-34
Independent Auditors' Reports and Managements'                 F-35 to F-36
   Report on Financial Statement Integrity
Schedule II - Valuation and Qualifying Accounts                S-1
    and Reserves














                                      F-1







                        IBP, inc. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
              (In thousands, except share and per share data)

                                                   Restated      Restated
                                                   December      December
                                                      25,           26,
                                                     1999          1998
                                                   ---------     ---------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                       $   31,735    $   27,254
  Marketable securities                                 -            1,400
  Accounts receivable, less allowance for
    doubtful accounts of $20,050 and $12,111         794,996       599,999
  Inventories (Note B)                               554,840       405,418
  Deferred income tax benefits (Note E)               60,902        51,761
  Prepaid expenses                                    16,721        10,983
                                                   ---------     ---------
    TOTAL CURRENT ASSETS                           1,459,194     1,096,815
                                                   ---------     ---------
PROPERTY, PLANT AND EQUIPMENT, at cost:
  Land and land improvements                         120,658       106,492
  Buildings and stockyards                           646,907       544,711
  Equipment                                        1,287,358     1,096,571
                                                   ---------     ---------
                                                   2,054,923     1,747,774
  Accumulated depreciation and amortization         (937,283)     (843,937)
                                                   ---------     ---------
                                                   1,117,640       903,837
  Construction in progress                           127,264       168,256
                                                   ---------     ---------
                                                   1,244,904     1,072,093
                                                   ---------     ---------
OTHER ASSETS:
  Goodwill, net of accumulated amortization
    of $184,088 and $158,808                         893,064       724,089
  Other                                              108,707       115,099
                                                   ---------     ---------
                                                  $3,705,869    $3,008,096
                                                   =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses (Note D)  $  669,150    $  565,517
  Notes payable to banks (Note C)                    447,960       140,967
  Federal and state income taxes                     135,809       152,122
  Deferred income taxes (Note E)                       3,361         1,818
  Other                                                6,234         5,388
                                                   ---------     ---------
    TOTAL CURRENT LIABILITIES                      1,262,514       865,812
LONG-TERM OBLIGATIONS (Notes C and F)                586,528       575,522
DEFERRED CREDITS AND OTHER LIABILITIES:
  Deferred income taxes (Note E)                       -            15,474
  Other                                              164,678       168,196
                                                   ---------     ---------
                                                     164,678       183,670
                                                   ---------     ---------
COMMITMENTS AND CONTINGENCIES (Notes N and O)
STOCKHOLDERS' EQUITY (Note G):
  Preferred stock, authorized 25,000,000
    shares; none issued
  Common stock, $.05 par value per share;
    authorized 200,000,000 shares;
    issued 95,000,000 shares                           4,750         4,750
  Additional paid-in capital                         400,177       405,278
  Retained earnings                                1,355,137     1,049,903
  Accumulated other comprehensive income              (8,600)      (16,456)
  Treasury stock, at cost, 2,634,268
    and 2,686,188 shares                             (59,315)      (60,383)
                                                   ---------     ---------
    TOTAL STOCKHOLDERS' EQUITY                     1,692,149     1,383,092
                                                   ---------     ---------
                                                  $3,705,869    $3,008,096
                                                   =========     =========
See notes to consolidated financial statements.

                                     F-2

                        IBP, inc. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                   (In thousands, except per share data)

                                              52 Weeks Ended
                               --------------------------------------------
                                 Restated        Restated        Restated
                                December 25,    December 26,    December 27,
                                   1999            1998            1997
                               -------------  -------------   ------------
Net sales (Note A)              $14,075,208    $12,848,635     $13,258,784
Cost of products sold            13,181,619     12,186,427      12,815,892
                                 ----------     ----------      ----------
Gross profit                        893,589        662,208         442,892

Selling, general and
  administrative expense            368,642        299,441         214,304
                                 ----------     ----------      ----------
Earnings from operations            524,947        362,767         228,588

Interest:
  Incurred                          (59,585)       (55,653)        (50,001)
  Capitalized                         8,589          7,976           6,933
  Income                              5,584          4,464           5,066
                                 ----------     ----------      ----------
                                    (45,412)       (43,213)        (38,002)
                                 ----------     ----------      ----------

Earnings before income taxes
  and extraordinary item            479,535        319,554         190,586

Income taxes (Note E)               165,071        124,555          71,798
                                 ----------     ----------      ----------
Earnings before extraordinary
  item                              314,464        194,999         118,788
                                 ==========     ==========      ==========
Extraordinary loss on early
  extinguishment of debt,
  less applicable taxes
  (Note F)                            -            (14,815)           -
                                 ----------     ----------      ----------
Net earnings                    $   314,464    $   180,184     $   118,788
                                 ==========     ==========      ==========

Earnings per share (Note K):
  Earnings before
    extraordinary item                $3.41          $2.11           $1.28
  Extraordinary item                   -              (.16)           -
                                       ----           ----            ----
  Net earnings                        $3.41          $1.95           $1.28
                                       ====           ====            ====
Earnings per share- assuming
dilution:
  Earnings before
extraordinary
    item                              $3.37          $2.09           $1.27
  Extraordinary item                   -              (.16)           -
                                       ----           ----            ----
  Net earnings                        $3.37          $1.93           $1.27
                                       ====           ====            ====

See notes to consolidated financial statements.

                                     F-3

<TABLE>
                           IBP, inc. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
(in thousands, except per share data)
                                                                              Accumulated
                                      Common           Additional                Other
                                      Shares   Common    Paid-in   Retained  Comprehensive  Treasury
                                   Outstanding  Stock    Capital   Earnings     Income        Stock        Total
                                   --------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>          <C>          <C>           <C>
Restated balances,
  December 28, 1996                  94,627   $ 4,750  $ 427,456  $  769,426   $    (32)    $  (7,718)    $1,193,882
Comprehensive income:
 Net earnings - restated                                             118,788                                 118,788
 Other comprehensive income:
  Foreign currency
   translation adjustments                                                       (6,082)                      (6,082)
                                                                                                           ---------
Comprehensive income - restated                                                                              112,706
Dividends declared on common
 stock, $.10 per share                                                (9,249)                                 (9,249)
Treasury shares purchased            (3,800)                                                  (73,915)       (73,915)
Treasury shares delivered under
 employee stock plans                  1759              (20,504)                              26,150          5,646
                                     ------     -----   --------     -------      -----        ------      ---------
Restated balances,
  December 27, 1997                  92,586     4,750    406,952     878,965     (6,114)      (55,483)     1,229,070
                                                                                                           ---------
Comprehensive income:
 Net earnings -      restated                                        180,184                                 180,184
 Other comprehensive income:
  Foreign currency
   translation adjustments                                                      (10,342)                     (10,342)
                                                                                                           ---------
Comprehensive income - restated                                                                              169,842
                                                                                                           ---------
Dividends declared on common
stock, $.10 per share                                                 (9,246)                                 (9,246)
Treasury shares purchased              (592)                                                  (12,370)       (12,370)
Treasury shares delivered under
employee stock plans                    320               (1,674)                               7,470          5,796
                                     ------     -----   --------    ---------    ------        ------      ---------
Restated balances,
December 26, 1998                    92,314     4,750    405,278    1,049,903   (16,456)      (60,383)     1,383,092
                                                                                                           ---------
Comprehensive income:
Net earnings - restated                                               314,464                                314,464
Other comprehensive income:
Foreign currency
translation adjustments                                                           7,856                        7,856
                                                                                                           ---------
Comprehensive income - restated                                                                              322,320
                                                                                                           ---------
Dividends declared on common
stock, $.10 per share                                                  (9,230)                                (9,230)
Treasury shares purchased              (326)                                                   (6,170)        (6,170)
Treasury shares delivered under
employee stock plans                    378               (5,101)                               7,238          2,137
                                     ------     -----   --------    ---------    ------        ------      ---------
Restated balances,
December 25, 1999                    92,366   $ 4,750  $ 400,177  $ 1,355,137  $ (8,600)    $ (59,315)    $1,692,149
                                     ======     =====    =======    =========     =====        ======      =========


See Notes to consolidated financial statements.              F-4
</TABLE>

                        IBP, inc. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                                                     52 Weeks Ended
                                           -----------------------------------
                                           Restated      Restated    Restated
                                           December      December    December
                                              25,          26,          27,
                                             1999          1998        1997
                                           ----------   ----------   ---------
                                                   Inflows (outflows)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings                              $  314,464   $  180,184  $  118,788
 Adjustments to reconcile net earnings
  to cash flows from operations:
  Depreciation and amortization               113,508      100,821      92,292
  Amortization of intangible assets            26,544       25,405      17,638
  Noncash variable stock compensation         (11,991)      10,968      (1,872)
  Fixed assets impairment write-downs          29,351         -           -
  Deferred income tax (benefit) provision      (3,889)      (6,445)      1,273
  Extraordinary loss on extinguishment
   of debt                                       -          14,815        -
  Provision for bad debts                      15,507        1,890         514
  Net gain/loss on disposal of fixed
   Assets                                       1,710       16,996       1,587
  Net gain/loss on disposal of financings        -            -            210
  Change in customer advances                  12,000      (14,100)       -
  Other operating cash inflows                 14,897       14,392      10,471
  Other operating cash outflows                (4,603)      (8,299)     (2,739)
  Working capital changes, net of
   Effects of acquisitions:
   Accounts receivable                       (169,501)     (33,960)    (16,583)
   Inventories                                (96,283)     (13,773)    (11,761)
   Accounts payable and accrued
    liabilities                                45,512       71,936     (21,901)
   Checks in process of clearance              20,576      (29,464)     (7,715)
                                             --------     --------    --------
                                               (6,662)     151,182      61,414
                                             --------     --------    --------
Net cash flows provided by
 operating activities                         307,802      331,366     180,202
                                             --------     --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash acquired          (396,612)     (78,332)   (320,091)
 Capital expenditures                        (194,853)    (172,112)   (133,925)
 Proceeds from disposals of marketable
  securities                                   20,800      257,721     403,723
 Purchases of marketable securities           (19,400)    (250,954)   (237,243)
 Investment in life insurance contracts        (7,759)     (38,000)     (4,000)
 Proceeds from disposals of fixed assets        4,523        2,511       4,762
 Insurance proceeds                             3,329          190          65
 Investment in notes receivable                (8,000)        -         (3,544)
 Other investing cash inflows                    -            -          3,772
Net cash flows used in investing              -------     --------     -------
  activities                                 (597,972)    (278,976)   (286,481)

                                     F-5
                                                     52 Weeks Ended
                                           -----------------------------------
                                           Restated      Restated    Restated
                                           December      December    December
                                              25,          26,          27,
                                             1999          1998        1997
                                           ----------   ----------   ---------
                                                   Inflows (outflows)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                  307,000       11,000     238,460
 Purchase of treasury stock                    (6,170)     (12,370)    (73,915)
 Dividends paid                                (9,229)      (9,252)     (9,300)
 Exercise of stock options                      2,137        3,238       6,505
 Principal payments on long-term
  obligations                                  (3,777)    (114,371)   (212,054)
 Proceeds from issuance of long-term debt        2,992      49,781     132,187
 Premiums paid on early retirement of
  debt                                            -        (20,636)       -
                                              --------     -------     -------
 Net cash flows provided by (used in)
  financing activities                         292,953     (92,610)     81,883

 Effect of exchange rate on cash and
  cash equivalents                               1,698      (1,548)       (746)
                                               -------      ------      ------
 Net change in cash and cash equivalents         4,481     (41,768)    (25,142)
 Cash and cash equivalents at beginning
  of year                                       27,254      69,022      94,164
                                             ---------    --------      ------
 Cash and cash equivalents at end of year   $   31,735   $  27,254     $69,022
                                             =========    ========      ======
See notes to consolidated financial statements.

                                     F-6

                   IBP, inc. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FISCAL  YEARS  ENDED DECEMBER 25, 1999,  DECEMBER
     26, 1998 AND DECEMBER 27, 1997
       Columnar amounts in thousands, except share and per
                          share amounts

     A.    GENERAL  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
     POLICIES:

      RESTATEMENTS -The accompanying financial statements have
     been  restated to reflect adjustments for irregularities
     and  misstatements at one of the company's subsidiaries,
     the  application of variable plan accounting for certain
     stock  options,  and  expanded  disclosures  related  to
     segment  information, acquisitions, long-term  debt  and
     capital  lease  obligations,  contingencies,  redeemable
     stock and capital stock.  See Notes G, M and Q for  more
     detail relating to the effects of these restatements.

          The   statements  of  cash  flows  have  also  been
     restated   to  provide  more  detail  of  certain   cash
     transactions that were previously reported on a combined
     basis  and  to  reclassify the change in  the  company's
     checks  in  process  of  clearing  to  cash  flows  from
     operations  as a change in accounts payable,  consistent
     with  the  balance sheet classification.  The change  in
     this   balance  previously  was  included  in  financing
     activities.

           PRINCIPLES OF CONSOLIDATION - All subsidiaries are
     wholly  owned  and are consolidated in the  accompanying
     financial   statements.    All   material   intercompany
     balances, transactions and profits have been eliminated.

           MANAGEMENT'S USE OF ESTIMATES - The preparation of
     financial   statements  in  conformity  with   generally
     accepted  accounting principles requires  management  to
     make  estimates and assumptions that affect the reported
     amounts  of  assets  and liabilities and  disclosure  of
     contingent  assets and liabilities at the dates  of  the
     financial   statements  and  the  reported  amounts   of
     revenues  and  expenses  during the  reporting  periods.
     Actual results could differ from those estimates.

           FISCAL  YEAR - IBP's fiscal year ends on the  last
     Saturday of the calendar year.  Fiscal years 1999,  1998
     and 1997 all consisted of 52 weeks.

           REVENUE RECOGNITION - Revenues from product  sales
     are recorded upon shipment to customers.

           EXPORT SALES - In 1999, 1998 and 1997, net  export
     sales,  principally to customers in  Asia  and  also  to
     destinations  in  the Americas and Europe,  amounted  to
     $1.7   billion,   $1.6   billion   and   $1.7   billion,
     respectively.

           STATEMENT  OF  CASH FLOWS - For  purposes  of  the
     statement of cash flows, management considers all highly
     liquid   debt   instruments  purchased   with   original

                                     F-7

     maturities   of  three  months  or  less  to   be   cash
     equivalents.   Such  investments are  carried  at  cost,
     which approximates fair value.

           DERIVATIVE  INSTRUMENTS - To manage interest  rate
     and  currency exposures, the company uses interest  rate
     swaps  and  currency forward contracts. IBP specifically
     designates  interest  rate  swaps  as  hedges  of   debt
     instruments  and  recognizes interest  differentials  as
     adjustments  to  interest expense  in  the  period  they
     occur.   Gains  and  losses related to foreign  currency
     hedges of firmly committed transactions are deferred and
     are  recognized  in  income when the hedged  transaction
     occurs.

       To  manage  its commodity exposures, the company  uses
     commodity futures, options and forward contracts.  These
     instruments  are used primarily in forward purchases  of
     livestock  and,  to a lesser extent,  forward  sales  of
     products.  The company accounts for these instruments as
     hedges  of specific lots of livestock or sales  and  any
     gain   or  loss  is  not  recognized  until  the  hedged
     transaction occurs.

       Livestock hedging gains or losses are included in cost
     of   products   sold   while   forward   sales   hedging
     transactions  are  recorded in net  sales.   Cash  flows
     related   to   derivative  financial   instruments   are
     classified  in the statement of cash flows in  a  manner
     consistent with those of transactions being hedged.

           MARKETABLE SECURITIES - Marketable securities  are
     classified as available for sale, are highly liquid  and
     are purchased and sold on a short-term basis as part  of
     IBP's  management of working capital.   Such  securities
     consist   of  auction  market  preferred  stock,   which
     management does not intend to hold more than  one  year,
     and  tax-exempt  securities and  commercial  paper  with
     maturities of less than one year.  Marketable securities
     are carried at cost, which approximates fair value.

           INVENTORIES - Inventories are valued on the  basis
     of the lower of first-in, first-out cost or market.

           PROPERTY,  PLANT AND EQUIPMENT -  Depreciation  is
     provided  for  property,  plant  and  equipment  on  the
     straight-line method over the estimated useful lives  of
     the respective classes of assets as follows:

          Land improvements..................8 to 20 years
          Buildings and stockyards...........10 to 40 years
          Equipment..........................3  to 12 years

           Leasehold improvements, included in the  equipment
     class,  are amortized over the life of the lease or  the
     life of the asset, whichever is shorter.

          GOODWILL - Goodwill is amortized on a straight-line
     basis generally over 40 years.

           IMPAIRMENT  OF  LONG-LIVED ASSETS  -  The  company
     reviews  the  carrying  value of its  long-lived  assets
     (including goodwill) for impairment whenever  events  or

                                     F-8

     changes  in  circumstances indicate  that  the  carrying
     amount may not be recoverable.  Assessment of impairment
     is  based  on estimated future undiscounted  cash  flows
     attributable  to  the assets.  In the  event  such  cash
     flows  are not expected to be sufficient to recover  the
     carrying  value  of the assets, the assets  are  written
     down  to their estimated fair values.  During 1999,  the
     company  wrote  down $30 million of impaired  long-lived
     assets,  including  $15 million in  the  fourth  quarter
     1999.  These write-downs, which were classified in  cost
     of  products  sold, were primarily attributable  to  the
     company's decision to exit its cow boning business.


           FOREIGN CURRENCY TRANSLATION - The translation  of
     foreign  currency  into U.S. dollars  is  performed  for
     balance  sheet accounts using the current exchange  rate
     in  effect at the balance sheet date and for revenue and
     expense accounts using the average exchange rate  during
     the   period.   The  gains  or  losses  resulting   from
     translation   are  included  in  stockholders'   equity.
     Exchange  adjustments  resulting from  foreign  currency
     transactions,  which were not material  in  any  of  the
     years   presented,  are  generally  recognized  in   net
     earnings.

          ACCOUNTING CHANGES -     In June 1999, Statement of
     Financial  Accounting  Standard  ("SFAS")  No.  137  was
     issued,  which deferred the effective date for SFAS  No.
     133,  "Accounting for Derivative Instruments and Hedging
     Activities"  and is effective no later  than  the  first
     quarter  of  fiscal  2001.   Based  upon  the  company's
     current   level  of  derivatives  activity,   management
     expects  that  this standard will not materially  affect
     the   company's   financial  position  or   results   of
     operations.

          Staff Accounting Bulletin 101, "Revenue Recognition
     in  Financial  Statements", was issued in December  1999
     and includes staff interpretations of the application of
     generally  accepted  accounting  principles  to  revenue
     recognition.     The  company  expects  to   adopt   the
     provisions  of SAB 101 in the first quarter of  2000  by
     recording  a  cumulative  effect  of  accounting  change
     related  to revenue recognition of approximately $2,429,
     net  of $1,489 tax.  As a result of the guidance in  SAB
     101, the company will recognize revenue upon delivery of
     product  to  customers.   The company  had  historically
     recognized   revenue  upon  shipment,   based   on   its
     interpretation  of  Statement  of  Financial  Accounting
     Concepts  No. 5, Revenue and Recognition in  Measurement
     in Financial Statements of Business Enterprises.

            COMPREHENSIVE   INCOME  -  Comprehensive   income
     consists   of   net   earnings  and   foreign   currency
     translation   adjustments.   Management  considers   its
     foreign  investments to be permanent in nature and  does
     not   provide   for   taxes  on   currency   translation
     adjustments arising from converting the investment in  a
     foreign  currency  to  U.S.  dollars.   There   are   no
     reclassification  adjustments  to  be  reported  in  the
     periods presented.

         RECLASSIFICATIONS  - Certain reclassifications  have
     been  made  to prior financial statements to conform  to
     the current year presentation.

                                     F-9

     B.   INVENTORIES:

          Inventories are comprised of the following:

                                     Restated
                                   December 25,  December 26,
                                       1999          1998

       Product inventories:
         Raw materials              $ 37,846      $ 22,552
         Work in process              83,638        69,790
         Finished goods              209,487       148,542
                                     -------       -------
                                     330,971       240,884
       Livestock                     137,300        89,321
       Supplies                       86,569        75,213
                                     -------       -------
                                    $554,840      $405,418
                                     =======       =======

     C.   CREDIT ARRANGEMENTS:

           At  December  25,  1999,  IBP  had  in  place  two
     committed  revolving  credit  facilities  totaling  $600
     million   in   potential  borrowings.  These  facilities
     include  a $500 million multi-year credit facility  (the
     "Multi-Year  Facility")  and a  $100  million  revolving
     promissory  note (the "Promissory Note"). From  time  to
     time,  IBP also may use uncommitted lines of credit  for
     some or all of its short-term borrowing needs.

           The  Multi-Year  Facility is a revolving  facility
     with a maturity date of December 20, 2000. Facility fees
     can vary from .085 to .200 of 1% on the total amount  of
     the facility. The Promissory Note was extended on May 1,
     1999 and matures on April 30, 2000.

            In   January  2000,  the  company  increased  its
     revolving credit capacity by $300 million via a one-year
     facility with two major financial institutions.   Credit
     terms   are   similar  to  those  in   existing   credit
     facilities.

            There  were  total  borrowings  of  $490  million
     outstanding  under the revolving facilities at  December
     25,  1999,  $315  million  of which  was  classified  as
     current liabilities.  IBP also had $133 million of short-
     term  borrowings  outstanding  at  year-end  1999  under
     uncommitted  credit lines.  The remaining  $175  million
     under revolving facilities was classified as non-current
     in the consolidated balance sheet.  The interest rate at
     December 25, 1999 on the non-current portion was 6.3%.

            During   fiscal  1999,  the  maximum  amount   of
     borrowings  under  all  of  IBP's  credit  arrangements,
     including any amounts considered non-current,  was  $764
     million.    Average   borrowings  under   IBP's   credit
     arrangements  and  the  weighted average  interest  rate
     during  fiscal  1999  were $584 million  and  5.4%.  The
     comparable 1998 figures were average borrowings of  $423
     million and an average interest rate of 5.8%.

           IBP's  credit facility agreements contain  certain
     restrictive  covenants  that, among  other  things,  (1)
     require  the  maintenance  of  a  minimum  debt  service


                                     F-10


     coverage  ratio;  and (2) provide for a  maximum  funded
     debt ratio.

     D.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

          Accounts payable and accrued expenses are comprised
     of the following:

                                      Restated
                                    December 25,  December 26,
                                        1999          1998

       Accounts payable,
       principally
         trade creditors              $275,183      $220,972
                                       -------       -------
       Checks in process of
         clearance                     115,768        94,888
       Accrued expenses:               -------       -------
         Employee compensation          86,504        74,728
         Employee benefits              44,997        34,771
         Property and other taxes       25,364        24,809
         Marketing costs                20,962        14,352
         Other                         100,372       100,997
                                       -------       -------
                                       278,199       249,657
                                       -------       -------
                                      $669,150      $565,517
                                       =======       =======
     E.   INCOME TAXES:

           Income tax expense consists of the following:
                               Restated   Restated   Restated
                                 1999       1998       1997
                               --------   --------   --------
       Current:
         Federal               $145,260   $118,260   $ 72,000
         State                   20,600     13,380      3,825
         Foreign                  3,100       (640)    (5,300)
                                -------    -------    -------
                                168,960    131,000     70,525
       Deferred:                -------    -------    -------
         Federal                 (6,108)    (6,774)     3,198
         State                     (406)       480        300
         Foreign                  2,625       (150)    (2,225)
                                -------    -------    -------
                                 (3,889)    (6,444)     1,273
                                -------    -------    -------
                               $165,071   $124,556   $ 71,798
                                =======    =======    =======

                                      F-11


           Total  income tax expense varies from  the  amount
     that  would  be  provided by applying the  U.S.  federal
     income  tax  rate to earnings before income  taxes.  The
     major  reasons  for  this  difference  (expressed  as  a
     percentage of pre-tax earnings) are as follows:

                                Restated  Restated   Restated
                                  1999      1998       1997
                                --------  --------   --------
      Federal income tax rate     35.0%     35.0%      35.0%
      State income taxes, net
        of federal benefit         2.7       3.0        1.7
      Settlement of federal
        audit issues              (2.7)       -          -
      Foreign tax items           (1.6)     (1.3)      (1.9)
      Goodwill amortization        1.4       1.9        2.5
      Officer stock options       (0.6)      0.8       (0.3)
      Other, net                   0.2      (0.4)       0.7
                                  ----      ----       ----
                                  34.4%     39.0%      37.7%
                                  ====      ====       ====
           Management  reached  a settlement  with  the  U.S.
     Internal Revenue Service ("IRS") on audit issues related
     to  fiscal  years  1989, 1990  and  1991.   The  IRS  is
     currently  examining the years 1992  through  1996.   In
     management's  opinion,  adequate provisions  for  income
     taxes have been made for all years.

           Deferred  income tax liabilities and  assets  were
     comprised of the following:


                                          Restated      Restated
                                          December      December
                                             25,           26,
                                            1999          1998
                                         ----------    ----------
       Deferred tax assets:
         Nondeductible accrued           $  104,026    $   96,648
       liabilities
         State tax credit carryforwards       9,140         8,543
         Bad debt and claims reserves         7,050         4,372
         Federal and state operating
          loss carryforwards                 31,969        20,874
         Other                                3,989         2,987
                                          ---------      --------
         Gross deferred tax assets          156,174       133,424
         Valuation allowance                 (9,140)       (8,543)
                                          ---------      --------
         Net deferred tax assets            147,034       124,881
                                          ---------      --------
       Deferred tax liabilities:
         Fixed assets                       (69,737)      (75,107)
         Intangible assets                  (15,544)      (11,445)
         Other                               (3,847)       (3,860)
                                           --------       -------
                                            (89,128)      (90,412)
                                           --------       -------
                                          $  57,906      $ 34,469
                                           ========       =======


            The  net  $0.6 million increase in the  valuation
      allowance for deferred tax assets was the result of net
      state   tax  credits  earned.   No  benefit  has   been
      recognized  for  these state tax credit  carryforwards,
      most of which expire in the years 2004 through 2008.

                                       F-12


            At   December   25,   1999,  after   considering
      utilization  restrictions, the company's  acquired  tax
      loss    carryforwards   approximated   $93.8   million,
      including $48 million acquired in the purchase  of  H&M
      Food  Systems  Company,  Inc. (see  note  L).  The  net
      operating  loss  carryforwards, which  are  subject  to
      utilization  limitations due to ownership changes,  may
      be utilized to offset future taxable income as follows:
      $20.6  million each in 2000, 2001, 2002  and  2003  and
      $11.4 million in 2004.  Loss carryforwards not utilized
      in  the  first  year  that they are  available  may  be
      carried  over and utilized in subsequent years, subject
      to  their  expiration  provisions. These  carryforwards
      expire during the years 2005 through 2019.

      F.   LONG-TERM OBLIGATIONS:

           Long-term obligations are summarized as follows:

                                         December       December
                                            25,            26,
                                           1999           1998
                                        ----------     ----------
       Revolving credit facilities      $  175,000     $  175,000
       7.45% Senior Notes due 2007         125,000        125,000
       6.125% Senior Notes due 2006        100,000        100,000
       7.125% Senior Notes due 2026        100,000        100,000
       6.0% Securities due 2001             50,000         50,000
       Present value of minimum
        capital lease obligations           26,728         27,526
       Other                                13,725          1,076
                                         ---------      ---------
                                           590,453        578,602
       Less amounts due within one year      3,925          3,080
                                         ---------      ---------
                                        $  586,528     $  575,522
                                         =========      =========

            On  January  31,  2000, the company  issued  $300
      million  of 7.95% 10-year notes under its $550  million
      Debt Securities program originally registered with  the
      Securities  and  Exchange Commission ("SEC")  in  1996.
      This  Debt Securities program was subsequently  amended
      and  filed with the SEC on January 27, 2000.   The  net
      proceeds, issued at a slight discount to par, were used
      to  repay  existing borrowings under  revolving  credit
      facilities.  Interest is payable semiannually.

             During  the  first  quarter  1998,  the  company
      completed  its  purchase of all  of  the  $112  million
      outstanding  10.75% Senior Subordinated  Notes  of  its
      wholly  owned  subsidiary,  Foodbrands  America,   Inc.
      ("Foodbrands").   Net prepayment premiums,  accelerated
      amortization  of unamortized deferred financing  costs,
      and  transaction  expenses totaled $24 million,  before
      applicable  income tax benefit of $9 million,  and  was
      accounted for as an extraordinary loss.

            The purchase of the Foodbrands obligations by IBP
      was   funded  with  available  credit  facilities.  The
      portion  of  borrowings  under IBP's  revolving  credit
      facilities  considered long-term was  $175  million  at
      December 25, 1999 and December 26, 1998.

            Substantially  all  of the  leased  assets  under
      capital  leases can be purchased by IBP at the  end  of

                                      F-13

      the  respective lease terms.  Leased assets at December
      25,  1999  are comprised of $19.4 million in  buildings
      and  $12.1  million  in equipment in  the  consolidated
      balance   sheets,  with  accumulated  amortization   of
      approximately  $12  million.   Minimum  lease  payments
      under  capital lease obligations for each of  the  five
      fiscal  years  subsequent to 1999  are  (in  millions);
      $4.4; $5.3; $3.2; $2.2; and $2.2.  Amounts representing
      interest in the above payments total $5.7.

            Aggregate  maturities  of  long-term  obligations
      excluding  capital leases, for each of the five  fiscal
      years  subsequent  to 1999 are (in  millions):  $176.0;
      $51.0; $1.0; $1.0 and $2.5.

      G.   CAPITAL STOCK AND STOCK PLANS:

           Preferred Stock:

            The Board of Directors is authorized to issue  up
      to 25,000,000 shares of preferred stock at such time or
      times,   in   such  series,  with  such   designations,
      preferences,  or  other  special  rights,  as  it   may
      determine.

           Officer Long-Term Stock Plans:
            IBP  has  officer  long-term  stock  plans  which
      provide  for  awards  to  key officers  of  IBP  which,
      subject  to  certain restrictions, will vest  generally
      after five years resulting in the delivery of shares of
      common  stock  over the one-year period following  such
      vesting.    At   December   25,   1999,   there    were
      approximately  607,000  shares  available  for   future
      awards   under  the  plans.   The  company   recognized
      compensation  expense  for these  plans  totaling  $3.1
      million,  $2.3  million and $3.3 million, respectively,
      in 1999, 1998 and 1997.

      The  status of shares under the officer long-term stock
      plans is summarized as follows:

                                     Number of     Weighted
                                                    Average
                                      Shares    Price per Share
                                     --------------------------
       Balance, December 28, 1996     1,342.2        $11.13
         Granted                        290.6         21.11
         Delivered                   (1,020.0)         8.41
         Forfeited                      (10.2)        18.36
                                     --------------------------
       Balance, December 27, 1997       602.6         20.48
         Granted                         48.8         23.94
         Delivered                         -            -
         Forfeited                       (9.3)        21.48
                                      -------------------------
       Balance, December 26, 1998       642.1         20.54
         Granted                         61.7         22.49
         Delivered                      (86.9)        15.12
         Forfeited                       (6.9)        25.38
                                      -------------------------
       Balance, December 25, 1999       610.0        $21.84
                                      -------------------------

     Stock Option Plans:
           IBP  has  stock option plans under which incentive
     and  non-qualified stock options may be granted  to  key
     employees and directors of IBP and its subsidiaries.  As
     of  December  25,  1999,  the  plans  provided  for  the
     delivery  of  up to 7.1 million shares of  common  stock
     upon  exercise  of options granted at no less  than  the

                                     F-14

     market  value  of  the shares on the effective  date  of
     grant. An additional 0.4 million options granted in 1998
     were non-qualified ("non-qualifying options") based upon
     differences  in market price on the effective  date  and
     issuance  date.   The  expense  recorded  for  the  non-
     qualifying  options  is  recognized  over  the   vesting
     period.

          The  company's  stock option plan  grants  officers
     additional  bonus  options if the original  options  are
     exercised.   The original officer options are  generally
     issued  at  market price at the date of the grant,  vest
     over  a five-year period and have a ten-year term.   The
     bonus options are issued at market price at the date the
     bonus options are granted and are exercisable after  two
     years,  provided the shares acquired with  the  original
     options are still owned by the officer.  As a result  of
     the  bonus options feature, variable plan accounting  is
     appropriate   for  the  options  granted   under   these
     provisions.   Compensation  expense  for  the   original
     options is recorded over the vesting period based on the
     difference  between the market value  and  the  exercise
     price  at the end of each period.  Compensation  expense
     related  to the bonus options is recorded based  on  the
     market  value and the exercise prices over  the  vesting
     period  from the date vesting becomes probable,  to  the
     date  the  bonus  options  are vested  and  exercisable.
     Compensation charges (credits) related to these  options
     under  variable  plan accounting was ($11,991),  $10,968
     and ($1,872) in 1999, 1998, and 1997 respectively.

           All options may be granted for terms up to but not
     exceeding ten years and are generally fully vested after
     five  years from the date granted.  At December 25, 1999
     and  December 26, 1998, there were 2.7 million  and  3.2
     million  options,  respectively,  reserved  for   future
     grants.

           The company follows the disclosure-only provisions
     of  Statement of Financial Accounting Standards No. 123,
     "Accounting  for  Stock-Based Compensation"  ("SFAS  No.
     123").   Accordingly, compensation cost is  recorded  as
     described  above  for variable plan accounting  and  for
     fixed plan accounting is recorded based on the excess of
     the   market   price  over  the  exercise  price.    Had
     compensation  cost  for IBP's stock  option  plans  been
     determined based on the fair value at the grant date for
     awards  in  1999,  1998, and 1997  consistent  with  the
     provisions of SFAS No. 123,
     IBP's  net  earnings and earnings per share  would  have
     been reduced to the pro forma amounts indicated below:

                                   Restated    Restated    Restated
                                     1999        1998        1997
     Net earnings - as reported   $314,464    $180,184    $118,788
     Net earnings - pro forma      300,322     186,895     114,236
     Earnings per share - as          3.41        1.95        1.28
       reported
     Earnings per share - pro         3.25        2.02        1.23
       forma
     Earnings per diluted share -
       as reported                    3.37        1.93        1.27
     Earnings per diluted share -
       pro forma                      3.22        2.00        1.22

           The  weighted average fair values at date of grant
     for  options granted at market value during  1999,  1998

                                     F-15

     and   1997  were  $7.53,  $7.29  and  $7.91  per  option
     respectively.  The weighted-average fair value  for  the
     non-qualifying  options granted in 1998 was  $13.15  per
     option.  The fair value of each option was estimated  on
     the date of grant using the Black-Scholes option-pricing
     model  with  the following weighted-average  assumptions
     for options granted in 1999, 1998 and 1997:

                                       1999       1998       1997
                                      -------    -------    -------
       Expected option life           6 years    6 years    6 years
       Expected annual volatility        26%       26%        26%
       Risk-free interest rate          5.8%       4.7%       5.8%
       Dividend yield                   0.4%       0.4%       0.4%

           The  status  of stock options under the  plans  is
     summarized as follows:

                             Number of  Weighted Average    Options
                              Shares     Price Per Share  Exercisable
       Balance at            ---------  ----------------  -----------
        December 28, 1996     4,549.9         $16.09         1,721.0
         Granted                658.2          21.63
         Exercised             (738.5)          8.78
         Canceled              (344.4)         21.25
                             ----------------------------------------



                             Number of  Weighted Average    Options
                              Shares     Price Per Share  Exercisable
       Balance at            ---------  ----------------  -----------
       December 27, 1997     4,125.2          17.85         1,846.3
         Granted at market
          Value                 208.7          21.37
         Granted at a price
          below market value    434.2          16.56
         Exercised             (320.1)         11.44
         Canceled              (199.4)         21.64
                             ----------------------------------------
       Balance at
        December 26, 1998     4,248.6          18.20         2,230.9
         Granted                651.0          20.63
         Exercised             (290.9)         10.64
         Canceled              (179.0)         21.65
       Balance at            ----------------------------------------
        December 25, 1999     4,429.7         $18.92         2,543.7



           The  following table summarizes information  about
     stock options outstanding at December 25, 1999:

       Range of        Number     Weighted Average
      Exercisable    Outstanding     Remaining      Weighted Average
        Prices       At 12/25/99  Contractual Life   Exercise Price
    ---------------  -----------  ----------------  ----------------
    $ 6.75 to 15.99        994.2        2.9 years           $10.84
     16.00 to 25.99      3,335.7        6.9 years            21.06
     26.00 to 33.00         99.8        7.0 years            28.11
    $ 6.75 to 33.00      4,429.7        6.3 years           $18.92

                                     F-16

               Range of             Number
             Exercisable          Exercisable       Weighted Average
                Prices            At 12/25/99        Exercise Price
            ---------------       -----------       -----------------
            $ 6.75 to 15.99           971.1               $10.73
             16.00 to 25.99         1,529.2                21.77
             26.00 to 33.00            43.4                28.33
            $ 6.75 to 33.00         2,543.7               $17.65

          Share Delivery Restrictions:
            Shares  of  common  stock  to  be  delivered  for
     approximately 0.6 million options under the stock option
     plans must come from previously issued shares. All other
     shares  of  stock to be delivered pursuant to the  stock
     option  plans and the officer long-term stock plans  may
     alternatively   come  from  previously  authorized   but
     unissued common stock.

     H.   SUPPLEMENTAL CASH FLOW INFORMATION:

            Supplemental  information  on  cash  payments  is
     presented as follows:


                                        1999        1998        1997
                                      --------    --------    --------
       Interest, net of amounts
        Capitalized                   $ 47,906    $ 47,775    $ 37,670
       Income taxes                    193,721      74,343      39,017


     I.   FINANCIAL INSTRUMENTS:

          Interest and Currency Rate Derivatives:
           The  company's policy is to manage  interest  cost
     using  a mix of fixed and variable rate debt.  To manage
     this  mix  in  a cost-effective manner, the company  may
     enter  into  interest rate swaps in  which  the  company
     agrees   to   exchange,  at  specified  intervals,   the
     difference  between fixed and variable interest  amounts
     calculated  by  reference  to  an  agreed-upon  notional
     principal amount.  These interest rate swaps effectively
     convert  a portion of the company's fixed-rate  debt  to
     variable-rate debt, or vice versa.

           The notional amounts of these swap agreements were
     $50  million  at year-ends 1999 and 1998.  The  notional
     amounts of these and other derivative instruments do not
     represent  assets  or liabilities of  the  company  but,
     rather,  are  the  basis for the settlements  under  the
     contract terms.

           The  company's  Canadian  subsidiary  enters  into
     currency  futures  contracts to hedge its  exposures  on
     receivables,  live  cattle and purchase  commitments  in
     foreign  currencies.  At December 25, 1999, the  company
     had   outstanding  contracts  to  buy  Canadian  dollars
     totaling  CDN$96 million at various dates through  2000.
     Comparable   outstanding  contracts  at  year-end   1998
     totaled   CDN$130   million.   The  company   also   had
     outstanding  contracts  at year-end  1999  to  sell  $20
     million  U.S. dollars at various dates.  There  were  no
     such contracts outstanding at year-end 1998.

                                      F-17

          There were no material realized or unrealized gains
     or  losses  for any derivative financial instruments  in
     any of the fiscal years presented.  The company monitors
     the   risk   of  default  by  its  financial  instrument
     counterparties,   all  of  which  are  major   financial
     institutions, and does not anticipate nonperformance.

          Fair Value of Financial Instruments:
           The following methods and assumptions are used  in
     estimating the fair value of each class of the company's
     financial instruments at December 25, 1999:

            For   cash  equivalents,  marketable  securities,
     accounts receivable, notes payable and accounts payable,
     the  carrying  amount is a reasonable estimate  of  fair
     value   because  of  the  short-term  nature  of   these
     instruments.

          For securities included in other assets, fair value
     is  based upon quoted market prices for these or similar
     securities.  The carrying amount approximates fair value
     for  these  securities.   Life insurance  contracts  are
     carried at fair value.

          For long-term debt, fair value was determined using
     valuation   techniques   that  considered   cash   flows
     discounted at current market rates and management's best
     estimate  for instruments without quoted market  prices.
     At  year-end 1999, the carrying value exceeded the  fair
     value  by $25 million.  At year-end 1998, the fair value
     exceeded   the  carrying  value  by  $6  million.    The
     company's long-term debt is generally not callable until
     maturity, except for the 7.125% Senior Notes due 2026.

          For derivatives, the fair value was estimated using
     termination  cash  values.  The  fair  values  of  IBP's
     derivatives  at  year-ends  1999  and  1998   were   not
     material.


     J.   PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:

             IBP's   subsidiary,  Foodbrands  America,   Inc.
     ("Foodbrands"),  has defined benefit  pension  plans  at
     three  of its facilities. Foodbrands also provides  life
     insurance  and  medical benefits for  substantially  all
     retired  hourly and salaried employees  of  one  of  its
     subsidiaries under various defined benefit plans.



                                   Pension Benefits     Other Benefits
                                   ----------------    ----------------
                                    1999      1998      1999      1998
                                   ------    ------    ------    ------
   Change in benefit obligation:
   Benefit obligation at
   beginning of                   $ 70,921  $ 68,933  $ 68,851  $ 69,410
   Service cost                        568       473       221       229
   Interest cost                     4,690     4,787     4,452     4,799
   Actuarial (gain) loss            (3,979)    3,117    (4,634)      666
   Benefits paid                    (6,284)   (6,389)   (5,938)   (6,253)
                                   -------    ------    ------    ------
   Benefit obligation at end of
   year                             65,916    70,921    62,952    68,851
                                   -------    ------    ------    ------

                                        F-18

   Change in plan assets:
   Fair value of plan assets at
    beginning of year               66,737    65,110         5         9
   Actual return on plan assets      9,378     5,165         1      -
   Employer contribution               188     2,851     5,954     6,249
   Benefits paid                    (6,284)   (6,389)   (5,938)   (6,253)
                                   -------    ------    ------    ------
   Fair value of plan assets at
   end of year                      70,019    66,737        22         5
                                   -------    ------    ------    ------
   Funded status                     4,103    (4,184)  (62,930)  (68,846)
   Unrecognized net actuarial
   (gain)loss                       (3,967)    3,812    (3,064)    1,587
                                   -------    ------    ------    ------
   Net amount recognized          $    136  $(   372) $(65,994) $(67,259)
                                   =======    ======    ======    ======
   Amounts recognized in the
    statement of financial position
    consist of:
   Prepaid benefit cost           $  1,040  $  1,046  $   -     $   -
   Accrued benefit liability          (904)   (1,418)  (65,994)  (67,259)
                                   -------    ------    ------    ------
   Net amount recognized          $    136  $(   372) $(65,994  $(67,259)
                                   =======    ======    ======    ======
   Weighted-average assumptions
   as of year end:
   Discount rate                      7.75%     6.75%     7.75%     6.75%
   Expected return on plan assets     8.50%     8.50%      n/a       n/a



           For  measurement purposes, a 9.2% annual  rate  of
     increase in the per capita claims cost of covered health
     care  benefits  was  assumed for  1999.   The  rate  was
     assumed  to decrease gradually to 8.7% by 2001, 7.5%  by
     2006,  and  6.5%  by  2011  and  remain  at  that  level
     thereafter.

     Components of net periodic benefit cost:

      Pension benefits
                                        1999        1998        1997
                                      --------     -------     -------
      Service cost                    $    568    $    473    $    411
      Interest cost                      4,690       4,787       4,956
      Expected return on plan assets    (5,578)     (5,501)     (4,993)
                                       -------     -------     -------
      Net periodic (benefit) cost     $   (320)   $(   241)   $    374
                                       =======     =======     =======

      Other benefits
                                        1999       1998       1997
                                      --------     -------     -------
      Service cost                    $    221    $    229    $    197
      Interest cost                      4,452       4,799       5,018
      Expected return on plan assets      -             (1)         (2)
                                       -------     -------     -------
      Net periodic cost               $  4,673    $  5,027    $  5,213
                                       =======     =======     =======

           Assumed  health  care  cost  trend  rates  have  a
     significant  effect  on  the amounts  reported  for  the
     health  care  plan.   A one-percentage-point  change  in

                                     F-19

     assumed  health  care cost trend rates  would  have  the
     following effects:

                                        1-percentage-  1-percentage-
                                            Point          Point
                                          Increase       Decrease
                                       -------------   ------------
      Effect on total of service and
       interest cost components for      $   117        $   (45)
      1999
      Effect on year-end postretirement
       benefit obligation                $   923        $  (898)

   K. EARNINGS PER SHARE:

                                               Restated
                                 For the Year Ended December 25, 1999
                                 ------------------------------------
                                 Earnings       Shares      Per Share
                                (Numerator)  (Denominator)    Amount
                                 ---------    -----------   ---------
   Basic EPS
    Net earnings                 $ 314,464      92,298         $3.41
   Effect of Dilutive Securities                               =====
    Employee stock plans              -            991
                                  --------      ------
   Diluted EPS                   $ 314,464      93,289         $3.37
                                  ========      ======         =====


                                               Restated
                                 For the Year Ended December 26, 1998
                                 Earnings       Shares      Per Share
                                (Numerator)  (Denominator)    Amount

   Basic EPS
    Earning before extraordinary
     item                        $ 194,999       92,485         $2.11
   Effect of Dilutive Securities                                =====
    Employee stock plans             -             874
                                  --------       ------
   Diluted EPS                   $ 194,999       93,359         $1.95
                                  ========       ======         =====



                                               Restated
                                 For the Year Ended December 27, 1997
                                 Earnings       Shares      Per Share
                                (Numerator)  (Denominator)    Amount

   Basic EPS
    Net earnings                 $118,788       92,651         $1.28
   Effect of Dilutive Securities                               =====
    Employee stock plans             -           1,142
                                 --------       ------
   Diluted EPS                   $118,788       93,793         $1.27
                                 ========       ======         =====

           The  summary below lists stock options outstanding
     at  the  end of the fiscal years which were not included
     in  the computations of diluted EPS because the options'
     exercise price was greater than the average market price
     of   the  common  shares.   These  options  had  varying
     expiration dates.

                                           F-20

                                   1999        1998        1997
                                     --------    --------    --------
      Stock options excluded from
       Diluted EPS computation         1,552          120        1,406

      Average   option  price   per   $24.72       $27.28       $24.95
      share

                       L.   ACQUISITIONS:

          On May 7, 1997, the company, through a wholly owned
     subsidiary, completed a merger with Foodbrands  America,
     Inc.  ("Foodbrands")  for  approximately  $869  million,
     including  liabilities  assumed  of  approximately  $528
     million. Foodbrands is a leading U.S. producer, marketer
     and  distributor of frozen and refrigerated products  to
     the  "away  from  home"  food preparation  market.   The
     excess  of the aggregate purchase price over fair  value
     of  identifiable  assets  and  liabilities  acquired  of
     approximately $463 million was recognized as goodwill.

          On  June  4, 1997, the company acquired  The  Bruss
     Company,  a  meat  purveyor  serving  the  domestic  and
     international  restaurant industry.  The purchase  price
     of  $24.1 million included liabilities assumed of   $5.8
     million.  The excess of the purchase price over the fair
     value  of  the net assets acquired of $4.9  million  was
     recorded as goodwill.

          The company acquired Winchester Food Processing  on
     September  24,  1997, for $17.5 million, which  included
     liabilities assumed of $2.1 million.  Winchester  Foods,
     located  in  Hutchinson, Kansas, is a major producer  of
     precooked  bacon  toppings marketed  to  national  pizza
     chains and other foodservice customers.  Pursuant to the
     purchase  agreement, the purchase price  is  subject  to
     adjustment   of   up  to  $5  million   for   contingent
     consideration  payments, however,  as  of  December  25,
     1999,  no  contingent payments had been earned or  paid.
     The excess of the purchase price over the estimated fair
     values  of  net assets acquired resulted in goodwill  of
     approximately $13.9 million.

          The   company,   through  a   special   acquisition
     subsidiary,  purchased  the  assets  of  the   appetizer
     division of Diversified Foods Group, L.L.C. ("DFG"),  on
     October 18, 1998.  The Chicago, Illinois-based division,
     which includes a production plant in Chicago and another
     in Newark, New Jersey, was acquired for a purchase price
     of  $91.6 million, which included liabilities assumed of
     $15.2 million.  Goodwill recorded for the excess of  the
     purchase  price  over the value of net  assets  acquired
     totaled $65.5 million. Additional consideration of up to
     $40  million is provided under the amended DFG  purchase
     agreement  contingent  on  meeting  specified   earnings
     targets  through  2001.   As of December  25,  1999,  no
     contingent payments had been made.

          On   April  12,  1999,  the  company  acquired  the
     outstanding  stock  of  H&M Food Systems  Company,  Inc.
     ("H&M"), a producer of custom-formulated pre-cooked meat
     products  and prepared foods with two plants  in  Texas.
     The purchase price was $134.5 million, including assumed
     liabilities  of  $12.6  million.   The  excess  of   the
     purchase  price  over the fair value of the  net  assets

                                     F-21

     acquired resulted in goodwill of $75.7 million.

          The  company acquired Zemco Industries,  Inc.,  the
     owner  of Russer Foods on April 8, 1999.  Russer  Foods,
     based  in  Buffalo,  New York, produces  and  markets  a
     variety  of  premium  deli meats.   The  purchase  price
     totaled $170.5 million, including assumed liabilities of
     $19.2  million.   The allocation of the  purchase  price
     over  the  fair  value  of assets acquired  resulted  in
     goodwill of $110.3 million.

          On  June  28,  1999, the company  purchased  Wilton
     Foods,   Inc.  (Wilton)  for  $19.1  million,  including
     assumed  liabilities of $5.2 million.  Wilton, a leading
     producer  of  hors d'oeuvres, appetizer, premium  kosher
     meals  and prepared foods, is operated under  DFG.   The
     excess  of the aggregate purchase price over fair  value
     of  identifiable  assets  and  liabilities  acquired  of
     approximately $13.1 million was recognized as  goodwill.
     The   DFG  purchase  agreement  was  amended  upon   the
     acquisition of Wilton to include Wilton's results in the
     contingent consideration calculation provided by the DFG
     purchase agreement, as described above.

          On  August  23, 1999, IBP, through its  IBP  Foods,
     Inc.  subsidiary,  purchased substantially  all  of  the
     operating assets of Thorn Apple Valley, Inc. ("TAVI"), a
     further  processor of pork and poultry  products,  which
     had   been  involved  in  bankruptcy  proceedings.   The
     purchase  price  for the TAVI net assets totaled  $109.9
     million,  which  included liabilities  assumed  of  $2.3
     million.   There were no intangible assets  or  goodwill
     recorded in connection with this acquisition.

          All of the consideration for the above acquisitions
     was  in  cash and all were accounted for by the purchase
     method  of  accounting.  Accordingly,  the  accompanying
     consolidated  statements  of  operations   include   the
     results  from  the respective dates of each acquisition.
     Goodwill under these acquisitions is being amortized  on
     a  straight-line basis over forty years.   In  addition,
     the company identified and recorded $11 million in other
     intangible   assets,  primarily  registered  trademarks,
     associated   with   the   acquisitions.    These   other
     intangible assets are being amortized over their  useful
     lives, generally ten to twenty years.

          The   following   unaudited  pro  forma   financial
     information  assumes the above businesses were  acquired
     at  the beginning of the year preceding the acquisition.
     These   results  have  been  prepared  for   comparative
     purposes  only  and do not purport to be  indicative  of
     what would have occurred had the assets been acquired at
     the beginning of the year preceding the acquisition,  or
     of  the results which may occur in the future.  The  pro
     forma  results do not include TAVI's discontinued  fresh
     pork operation that IBP did not purchase.  However,  the
     pro   forma   results   do  include   significant   TAVI
     nonrecurring  charges  related  to  goodwill  and  asset
     impairments, Russian credit losses, product recalls  and
     bankruptcy-related legal and financing expenses.

                                        F-22


                                               Fiscal Year Ended
                                              --------------------
                                              Restated    Restated
                                              Dec. 25,    Dec. 26,
                                                1999        1998
                                             (unaudited) (unaudited)

        Net sales                           $14,396,046   $13,618,468
        Earnings from operations                470,654       391,190
        Earnings before extraordinary item      242,118       199,678
        Net earnings                            242,118       184,863
        Earnings per diluted share:
         Earnings before extraordinary item       $2.60         $2.14
         Net earnings                              2.60          1.98


          Corporate Brand Foods America

            On   February  7,  2000,  the  company  acquired
     Corporate   Brand  Foods  America,  Inc.  ("CBFA"),   a
     privately  held  processor and  marketer  of  meat  and
     poultry   products  for  the  retail  and   foodservice
     markets.   In the transaction, which will be  accounted
     for  as a pooling of interests, IBP issued 14.4 million
     common shares for all of the outstanding stock of CBFA.
     The  company  also assumed $316 million of CBFA's  debt
     and $28 million preferred stock obligations.

           IBP  had  product sales to CBFA in  IBP's  fiscal
     years  ended December 25, 1999 and December  26,  1998,
     totaling  $65  million  and $53 million,  respectively.
     The effects of conforming CBFA's accounting policies to
     those of IBP are not expected to be material.

           Prior to the merger, CBFA's fiscal year ended  on
     the  Sunday  closest to the last day of February.   The
     following information presents certain
     statement  of  earnings data of CBFA  for  the  periods
     preceding the merger, based on fiscal year periods that
     coincide with the company's fiscal year:

                                                        Restated
                                                       Period from
                      Restated         Restated         Inception
                    Twelve Months    Twelve Months   (Jan. 28, 1997)
                        Ended            Ended           Through
                    December 25,     December 26,     December 27,
                        1999             1998             1997
                     (unaudited)
     Net sales         $624,632         $480,855         $236,712
     EBITDA(1)           46,275           32,150           17,692
     Net earnings         3,403            2,968            2,960

     (1)Earnings  before interest, taxes,  depreciation  and
     amortization



          M.   BUSINESS SEGMENTS:

            Segment   information  has  been   prepared   in
     accordance  with FASB Statement of Financial Accounting
     Standards  (SFAS) No. 131, "Disclosures about  Segments

                                         F-23

     of an Enterprise and Related Information."  Performance
     of   the   segments  is  evaluated  on  earnings   from
     operations.

                The Beef Carcass segment is involved in  the
     slaughter of live fed cattle, reducing them to  dressed
     carcasses  and  allied products for  sales  to  further
     processors.   Over  90% of Beef Carcass  sales  are  to
     other  IBP  segments, chiefly to Beef Processing.   The
     Beef  Carcass segment also markets its allied  products
     to manufacturers of pharmaceuticals and animal feeds.

           The Beef Processing segment is primarily involved
     in  fabrication of dressed beef carcasses into  primals
     and sub-primal meat cuts.

           The Pork segment is involved in hog slaughter and
     fabrication  and  related  allied  product   processing
     activities.

          The Beef Processing and Pork segments market their
     products  to food retailers, distributors, wholesalers,
     restaurants and hotel chains and other food  processors
     in   domestic  and  international  markets.   The  Pork
     segment  also  sells allied products to  pharmaceutical
     and animal feeds manufacturers.

          The Foodbrands America segment consists of several
     IBP subsidiaries, principally Foodbrands America, Inc.,
     The  Bruss Company, and IBP Foods, Inc.  The Foodbrands
     America  group  produces,  markets  and  distributes  a
     variety  of  frozen and refrigerated  products  to  the
     away  from  home  food preparation market,  including
     pizza   toppings  and  crusts,  value-added  pork-based
     products,  ethnic  specialty foods, appetizers,  soups,
     sauces  and  side  dishes as well  as  deli  meats  and
     processed   beef,  pork  and  poultry   products.   The
     Foodbrands  America  segment  also  produces   portion-
     controlled premium beef and pork products for  sale  to
     restaurants  and foodservice customers in domestic  and
     international markets.

           The All Other segment includes several businesses
     that  do  not constitute reportable business  segments.
     These   businesses  primarily  include  the   company's
     logistics  operations,  its Lakeside  Farm  Industries,
     Ltd.   subsidiary   (Canadian   beef   slaughter    and
     fabrication  operation  and cattle  feedlot),  its  cow
     boning  operations  and  its hide  curing  and  tanning
     operations.

           Corporate  and other includes various unallocated
     corporate  items  not  attributable  to  the  company's
     operating  segments.   The  principal  items  in   this
     caption  are  unallocated  goodwill  amortization   and
     variable stock options expense (credits).

           Intersegment sales have been recorded at  amounts
     approximating  market.  Earnings  from  operations  are
     comprised  of net sales less all identifiable operating
     expenses,  allocated  corporate  selling,  general  and
     administrative  expenses,  and  goodwill  amortization.
     Allocable corporate costs are allocated generally based
     on  sales.   Net interest expense and income taxes have
     been excluded from segment operations.

                                 F-24

                                   Restated       Restated         Restated
 NET SALES                           1999           1998             1997
                                  -----------     -----------     -----------
 Sales to unaffiliated
 customers:
  Beef Carcass                   $    941,226    $    956,893    $    996,674
  Beef Processing                   7,424,784       6,914,891       7,147,926
  Pork                              2,131,996       2,156,055       2,471,169
  Foodbrands America                1,819,355       1,229,401         857,943
  All Other                         1,757,847       1,591,395       1,785,072
                                  -----------     -----------     -----------
                                 $ 14,075,208    $ 12,848,635    $ 13,258,784
                                  ===========     ===========     ===========

 Intersegment sales:
  Beef Carcass                   $  7,293,431    $  6,942,784    $  7,337,055
  Beef Processing                     253,387         239,079         234,273
  Pork                                308,187         206,658         252,081
  All Other                           472,961         474,270         495,448
  Intersegment elimination         (8,327,966)     (7,862,791)     (8,318,857)
                                  -----------     -----------     -----------
                                 $       -       $       -       $       -
                                  ===========     ===========     ===========

 Net sales:
  Beef Carcass                   $  8,234,657    $  7,899,677    $  8,333,729
  Beef Processing                   7,678,171       7,153,970       7,382,199
  Pork                              2,440,183       2,362,713       2,723,250
  Foodbrands America                1,819,355       1,229,401         857,943
  All Other                         2,230,808       2,065,665       2,280,520
  Intersegment elimination         (8,327,966)     (7,862,791)     (8,318,857)
                                  -----------     -----------     -----------
                                 $ 14,075,208    $ 12,848,635    $ 13,258,784
                                  ===========     ===========     ===========

 EARNINGS FROM OPERATIONS
  Beef Carcass                   $     91,513    $    124,322    $    127,309
  Beef Processing                     163,656           1,651          34,369
  Pork                                151,689         119,838         (18,738)
  Foodbrands America                   72,721          79,505          29,132
  All Other                            46,730          72,536          60,968
                                  -----------     -----------     -----------
  Total from segments                 526,309         397,852         233,040
  Corporate                            (1,362)        (35,085)         (4,452)
                                  -----------     -----------     -----------
  Total earnings from operations      524,947         362,767         228,588
  Net interest expense                (45,412)        (43,213)        (38,002)
                                  -----------     -----------     -----------
  Pre-tax earnings               $    479,535    $    319,554    $    190,586
                                  ===========     ===========     ===========


                                     F-25

 ACCOUNTS RECEIVABLE

  Beef Carcass                   $     53,958    $     44,554    $     53,080
  Beef Processing                     267,216         224,409         214,617
  Pork                                178,640         115,150         133,998
  Foodbrands America                  148,406          84,934          67,475
  All Other                           101,272         103,373          76,090
                                  -----------     -----------     -----------
  Total from segments                 749,492         572,420         545,260
  Corporate                            45,504          27,579          18,865
                                  -----------     -----------     -----------
                                 $    794,996    $    599,999    $    564,125
                                  ===========     ===========     ===========

Geographic location of
 property,
  plant and equipment, net
  United States                  $  1,162,525    $    995,155    $    934,980
  Canada                               82,379          76,938          82,102
                                  -----------     -----------     -----------
                                 $  1,244,904    $  1,072,093    $  1,017,082
                                  ===========     ===========     ===========
 ADDITIONS TO PROPERTY, PLANT
 AND EQUIPMENT, INCLUDING
 ACQUISITIONS

  Beef Carcass                   $     28,110    $     18,290    $     14,581
  Beef Processing                      18,254           6,990           6,030
  Pork                                 16,199          30,676          17,833
  Foodbrands America                  482,534         129,116         357,441
  All Other                            46,368          65,372          58,131
                                  -----------     -----------     -----------
  Total                          $    591,465    $    250,444    $    454,016
                                  ===========     ===========     ===========

 DEPRECIATION AND AMORTIZATION
  Of fixed assets:
  Beef Carcass                   $     17,157    $     16,846    $     17,519
  Beef Processing                      14,399          14,084          12,239
  Pork                                 19,551          18,779          18,949
  Foodbrands America                   39,284          28,116          18,925
  All Other                            21,831          21,706          23,259
                                  -----------     -----------     -----------
     Total from segments              112,222          99,531          90,891
   Corporate                            1,286           1,290           1,401
                                  -----------     -----------     -----------
   Total                         $    113,508    $    100,821    $     92,292
                                  ===========     ===========     ===========

  Of intangible assets:
  Foodbrands America             $     17,987    $     13,110    $      8,694
  All Other                               997           3,362           1,338
                                  -----------     -----------     -----------
     Total from segments               18,984          16,472          10,032
   Corporate                            7,560           8,933           7,606
                                  -----------     -----------     -----------
   Total                         $     26,544    $     25,405    $     17,638
                                  ===========     ===========     ===========

                                     F-26


  NET SALES BY GEOGRAPHIC LOCATION OF CUSTOMERS

                                   1999           1998         1997
                               -----------    -----------   -----------
  United States                $11,916,663    $10,952,780   $11,167,708
  Japan                            845,150        784,624       909,855
  Canada                           510,801        421,701       508,568
  Korea                            224,131        134,271       224,272
  Mexico                           190,627        173,074       125,533
  Other foreign countries          387,836        382,185       322,848
                               -----------    -----------   -----------
                               $14,075,208    $12,848,635   $13,258,784
                               ===========    ===========   ===========
     N.    COMMITMENTS:

          The company leases various facilities and equipment
     under  noncancelable operating lease  arrangements  that
     expire  at various dates through the year 2012.   Future
     minimum  payments  under noncancelable operating  leases
     with  lease terms in excess of one year at December  25,
     1999   totaled  approximately  $68  million.   Aggregate
     maturities  for each of the five fiscal years subsequent
     to  1999 are (in millions) $17.5; $10.1; $7.1; $5.2; and
     $4.4.   The  company's rental expense for all  operating
     leases  was  (in millions) $25.2; $21.9; and  $15.9  for
     fiscal years 1999, 1998 and 1997.

           The  company  had  livestock  and  other  purchase
     commitments,  letters of credit, and  other  commitments
     and   guarantees   at  December  25,  1999   aggregating
     approximately   $302   million.    Livestock    purchase
     commitments were at a market or market-derived price  at
     the  time of delivery or were fully hedged if the  price
     was determined at an earlier date.

           In  addition to the livestock purchase commitments
     above,    the   company   is   committed   to   purchase
     approximately  24 million market hogs between  2000  and
     2009  at  market-derived prices under various  contracts
     with  producers.  Contractual commitments for  the  next
     five   years  average  approximately  4.6  million  hogs
     annually,  which represents approximately 21%  of  IBP's
     current annual production capacity.

     O.    CONTINGENCIES:

           IBP  is involved in numerous disputes incident  to
     the ordinary course of its business.  In the opinion  of
     management,  any liability for which provision  has  not
     been  made relative to the various lawsuits, claims  and
     administrative   proceedings   pending   against    IBP,
     including  those  described  below,  will  not  have   a
     material  adverse  effect  on  its  future  consolidated
     results of operations, financial position or liquidity.

           In  July 1996, a lawsuit was filed against IBP  by
     certain  cattle  producers in the U.S.  District  Court,
     Middle District of Alabama, seeking certification  of  a
     class  of  all cattle producers.  The complaint  alleges
     that  IBP has used its market power and alleged "captive
     supply"   agreements  to  reduce  the  prices  paid   to
     producers  for cattle.  Plaintiffs have disclosed  that,
     in  addition to declaratory relief, they seek actual and
     punitive damages, although plaintiffs have not specified

                                    F-27

     the  amounts they seek.  The original motion  for  class
     certification   was  denied  by  the   District   Court;
     plaintiffs   then  amended  their  motion,  defining   a
     narrower class consisting of only those cattle producers
     who  sold  cattle directly to IBP from 1994 through  the
     date   of  certification.   While  the  District   Court
     approved  this narrower class in April 1999,  the  Court
     noted  that  it could decertify the class  as  discovery
     proceeds.  The 11th Circuit granted IBP's request for  a

     review  of  the  class certification  decision,  and  is
     expected  to issue an opinion in early 2000.  Management
     continues to believe that the company has acted properly
     and lawfully in its dealings with cattle producers.

           On  January 12, 2000, The United States Department
     of  Justice  ("DOJ"),  on behalf  of  the  Environmental
     Protection  Agency ("EPA"), filed a lawsuit against  IBP
     in  U.S.  District Court for the District  of  Nebraska,
     alleging  violations  of various environmental  laws  at
     IBP's  Dakota City facility.  This action alleges, among
     other things, violations of:  (1) the Clean Air Act; (2)
     the  Clean Water Act; (3) the Resource, Conservation and
     Recovery   Act;   (4)  the  Comprehensive  Environmental
     Response Compensation and Liability Act ("CERCLA");  and
     (5)  the Emergency Planning and Community Right to  Know
     Act  ("EPCRA").  This action seeks injunctive relief  to
     remedy  alleged  violations and damages of  $25,000  per
     violation per day for alleged violations which  occurred
     prior to January 30, 1997, and $27,500 per violation per
     day   for  alleged  violations  after  that  date.   The
     Complaint alleges that some violations began to occur as
     early  as  1989,  although the  great  majority  of  the
     violations are alleged to have occurred much later,  and
     continue  into  the present.  The company determined  to
     reserve  $3.5  million  for the claims  raised  in  this
     lawsuit  based  upon the evaluation  of  a  confidential
     settlement demand received from the DOJ, and review  and
     evaluation  of the resolution of comparable  claims,  in
     light  of the company's assessment of the facts as known
     to  the  company in light of the legal theories advanced
     by the DOJ.  On the same basis, the company believes the
     range  of  exposure  is between $3.5 million  and  $15.9
     million,  though is unable to predict with accuracy  the
     ultimate  resolution in this matter  due  to  risks  and
     uncertainties that make such an evaluation difficult  at
     this  time.   The  company believes it  has  meritorious
     defenses  on  each of these allegations and  intends  to
     aggressively defend these claims.

          The  EPA  has also sent IBP an information  request
     under  the  Clean Air Act and CERCLA seeking  additional
     information  regarding hydrogen sulfide  emissions  from
     the  company's Dakota City facility.  The EPA claims  it
     seeks  information  to determine whether  the  emissions
     pose  an imminent and substantial endangerment to  human
     health  or  the  environment.  If  the  EPA  makes  this
     finding,  it  could trigger further action including  an
     administrative  order  for  compliance  concerning   the
     facility.  IBP disputes and would vigorously contest any
     claim that the emissions pose any such threat.

                                     F-28


     P.   RESTATED QUARTERLY FINANCIAL DATA (UNAUDITED):

            Restated quarterly results are summarized as follows:

                     Restated    Restated    Restated    Restated
                       First      Second      Third      Fourth       Restated
1999                  Quarter     Quarter    Quarter     Quarter       Annual
                    ----------  ----------  ----------  ----------  -----------
Net sales           $3,097,652  $3,478,467  $3,648,390  $3,850,699  $14,075,208
Gross profit           179,148     208,034     263,631     242,776      893,589
Net earnings            66,317      63,711     108,228      76,208      314,464
Earnings per share         .72         .69        1.17         .83         3.41
Earnings per diluted
 share                     .71         .68        1.16         .82         3.37
Dividends per share       .025        .025        .025        .025          .10
Market price:
 High                  29 3/16      23 1/8      25 3/4          25
 Low                    19 3/8      16 3/4          22      17 3/4



     The  above  quarterly data has been restated to  reflect
     adjustments   described  in  Note  Q.    The   following
     quantifies  the adjustments made to increase  (decrease)
     the  amounts  originally  reported  to  those  presented
     above.




                     Restated    Restated    Restated    Restated
                       First      Second      Third      Fourth       Restated
                      Quarter     Quarter    Quarter     Quarter       Annual
                    ----------  ----------  ----------  ----------  -----------
DFG

Gross profit              -           -           -      $  (8,658)     $(8,658)
Net earnings              -           -           -         (9,621)      (9,621)
Earnings per share        -           -           -           (.10)        (.10)
Earnings per
diluted share             -           -           -           (.09)        (.10)


STOCK OPTIONS

Net earnings        $    9,419    $ (2,532)    $  (377)  $   4,316   $   10,824
Earnings per share         .10        (.03)       (.01)        .05          .12
Earnings per
diluted share              .10        (.03)       0.00         .04          .11

                                     F-29


                     Restated    Restated    Restated    Restated
                       First      Second      Third      Fourth       Restated
1998                  Quarter     Quarter    Quarter     Quarter       Annual
                    ----------  ----------  ----------  ----------  -----------
Net sales           $3,224,944  $3,334,340  $3,210,689  $3,078,662  $12,848,635
Gross profit           103,829     126,141     193,251     238,987      662,208
Earnings before
 extraordinary item     11,797      36,771      63,968      82,463      194,999
Net earnings (loss)     (3,018)     36,771      63,968      82,463      180,184
Earnings per share:
 Earnings before
  extraordinary item       .13         .40         .69         .89         2.11
Net earnings (loss)       (.03)        .40         .69         .89         1.95
Earnings per
diluted share:
 Earnings before
  extraordinary item       .13         .39         .69         .88         2.09
 Net earnings (loss)      (.03)        .39         .69         .88         1.93
Dividends per share       .025        .025        .025        .025          .10
Market price:
 High                   24 1/2      23 1/8      21 1/8     29 7/16

 Low                  19 15/16      18 3/8     19 9/16          20



     The  above  quarterly data has been restated to  reflect
     adjustments   described  in  Note  Q.    The   following
     quantifies  the adjustments made to increase  (decrease)
     the  amounts  originally  reported  to  those  presented
     above.


STOCK OPTIONS

Net earnings         $ (1,802)  $    2,918    $ (1,613)  $  (9,325)    $ (9,823)
Earnings per share       (.02)         .03        (.01)       (.10)        (.10)
Earnings per
diluted share            (.02)         .03        (.01)       (.10)        (.10)


     Q.   RESTATEMENTS:

     DFG RESTATEMENTS:

            Following  the  third quarter 2000,  the  company
     identified  $9.6  million  in  adjustments   that   were
     necessary related to inaccuracies at its DFG subsidiary,
     which  were reflected in the company's reported  results
     in  its  Quarterly Report on Form 10-Q  for  the  period
     ended   September  23,  2000.   As  a  result  of  these
     inaccuracies,  which were identified during  the  fourth
     quarter  2000,  the  company initiated  a  comprehensive
     internal  review of operations, systems,  processes  and
     controls  related to its DFG subsidiary.  These  reviews
     and  other issues raised during the fourth quarter  2000
     resulted  in  recording certain charges and adjustments,
     as  discussed  below, which resulted from irregularities
     and   misstatements  and  impacted  previously  reported
     results for the year ended December 25, 1999.

          The  accompanying  financial statements  have  been
     restated   to   reflect   $15.5   million   of   pre-tax

                                     F-30


     adjustments,  related principally to overstated  prepaid
     expenses;  inventory valued above net realizable  value;
     uncollectible accounts receivable due to customer  short
     payments,   unauthorized   deductions   and   subsequent
     allowances;   and   underaccrual  of   liabilities   for
     inventory  purchases, temporary labor costs,  marketing,
     rebates  and  commissions at December 25,  1999.   These
     adjustments  resulted  in an $8.7  million  increase  in
     previously  reported cost of products sold  and  a  $6.8
     million  increase in selling, general and administrative
     expenses.   The related tax impact of these  adjustments
     of  $5.9 million has also been reflected.  The impact of
     these  adjustments reduced net earnings by $9.6  million
     and  related  earnings per diluted share by  $0.10  from
     amounts previously reported for fiscal 1999.

     STOCK OPTIONS:
           The  company's  stock option plan grants  officers
     additional  bonus  options if the original  options  are
     exercised.   The original officer options are  generally
     issued  at  market price at the date of the grant,  vest
     over  a five-year period and have a ten-year term.   The
     bonus options are issued at market price at the date the
     bonus options are granted and are exercisable after  two
     years,  provided the shares acquired with  the  original
     options are still owned by the officer.  As a result  of
     the  bonus options feature, variable plan accounting  is
     appropriate   for  the  options  granted   under   these
     provisions.   Compensation  expense  for  the   original
     options  has been revised and is now recorded  over  the
     vesting  period  based  on the  difference  between  the
     market  value and the exercise price at the end of  each
     period.   Compensation  expense  related  to  the  bonus
     options  is recorded based on the market value  and  the
     exercise  prices over the vesting period from  the  date
     vesting  becomes probable, to the date the bonus options
     are  vested  and exercisable.  Prior to the restatement,
     the company followed fixed accounting for these options,
     treating the original grants and the bonus option grants
     as  two  separate grants.  The restatement  records  the
     period  and cumulative accrued compensation and  related
     deferred   tax   impact,  which  increased   (decreased)
     compensation expense by $(11,991), $10,968 and  $(1,872)
     in  1999,  1998  and  1997, respectively,  and  adjusted
     income  tax expense for the tax benefit associated  with
     the  expense.   The  change  increased  (decreased)  net
     earnings  by  $10,824, ($9,823) and $1,774 and  earnings
     per  diluted share by $0.11, ($0.10) and $0.02 in  1999,
     1998 and 1997, respectively.

     SEGMENTS:
           Note M has been restated for all periods presented
     to   reflect  a  change  in  the  segments  from   those
     previously  reported.  The company  previously  reported
     two segments, Fresh Meats and Foodbrands America.  As  a
     result of reconsidering the requirements of Statement of
     Financial  Accounting  Standards  No.  131,  Disclosures
     about Segments of an Enterprise and Related Information,
     the   company  has  expanded  the  number  of   segments
     disclosed.

                                   F-31

     CASH FLOW STATEMENTS:
           The  statements  of  cash  flows  have  also  been
     restated  to reflect the impact of the DFG misstatements
     and to reclassify the change in the company's checks  in
     process  of  clearance  to cash  flows  from  operations
     rather  than  from financing activities.   The  restated
     cash  flows  also  provide more detail of  certain  cash
     transactions that were previously reported on a combined
     basis.

         The following tables present the impact of the above
     restatements related to the balance sheets, statements
     of earnings, and statements of cash flows:

<TABLE>
  CONSOLIDATED BALANCE SHEETS
  December 25, 1999
                                  As
                              Previously                 Stock        As
                               Reported      DFG        Options    Restated
                             ----------  ----------  ----------  -----------
  <S>                        <C>         <C>         <C>         <C>
  ASSETS
  CURRENT ASSETS:
  Cash and cash equivalents  $    32,164  $     (429)$      -     $   31,735
  Accounts receivable            798,551      (3,555)       -        794,996
  Inventories                    559,625      (4,785)       -        554,840
  Deferred income tax
  benefits                        58,296       2,606        -         60,902
  Prepaid expenses                18,293      (1,572)       -         16,721
    TOTAL CURRENT ASSETS       1,466,929      (7,735)       -      1,459,194
  Other assets                   108,342        -            365     108,707
     TOTAL ASSETS              3,713,239      (7,735)        365   3,705,869
  LIABILITIES AND
   STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES:
  Accounts payable and
  accrued expenses               663,974       5,176        -        669,150
  Federal and state income
  taxes                          139,099      (3,290)       -        135,809
    TOTAL CURRENT LIABILITIES  1,260,628       1,886        -      1,262,514
  Deferred income taxes               31        -            (31)       -
  Other                          157,284        -          7,394     164,678
  STOCKHOLDERS' EQUITY:
  Retained earnings            1,371,756      (9,621)     (6,998)  1,355,137
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY     3,713,239      (7,735)        365   3,705,869
</TABLE>
                                     F-32

  CONSOLIDATED BALANCE SHEETS
  December 26, 1998

  Deferred Credits and
  Other
  Liabilities:
    Deferred income taxes         17,037       -          (1,563)     15,474
   Other                         148,811       -          19,385     168,196
  Retained earnings            1,067,725       -         (17,822)  1,049,903
  Stockholders' equity         1,400,914       -         (17,822)  1,383,092

<TABLE>
  CONSOLIDATED STATEMENTS OF EARNINGS
  52 Weeks Ended December 25, 1999
                                  As
                              Previously                 Stock        As
                               Reported      DFG        Options    Restated
                              ----------  ----------  ----------  ----------
  <S>                        <C>          <C>         <C>         <C>
  Cost of products sold      $13,172,961   $   8,658 $     -     $13,181,619
  Selling, general and
     administrative expenses     373,774       6,859     (11,991)    368,642
  Earnings from operations       528,473     (15,517)     11,991     524,947
  Income taxes                   169,800      (5,896)      1,167     165,071
  Net earnings                   313,261      (9,621)     10,824     314,464

  Earnings per share -
  Basic                            $3.39       $(0.10)     $0.12       $3.41
  Earnings per share -
  Diluted                          $3.36       $(0.10)     $0.11       $3.37

  CONSOLIDATED STATEMENT OF EARNINGS
  52 Weeks Ended December 26, 1998
                                  As
                              Previously                 Stock        As
                               Reported      DFG        Options    Restated
                              ----------  ----------  ----------  ----------
  Selling, general and
    administrative expenses  $   288,473   $     -   $    10,968 $   299,441
  Earnings from operations       373,735         -       (10,968)    362,767
  Income taxes                   125,700         -        (1,145)    124,555
  Net earnings                   190,007         -        (9,823)    180,184

  PER SHARE DATA:
   Earnings per share:
    Earnings before                $2.21   $     -        $(0.10)      $2.09
    extraordinary item
    Extraordinary loss             (0.16)        -           -         (0.16)
    Net earnings                   $2.05   $     -        $(0.10)      $1.95

  Earnings per share -
  assuming dilution:
   Earnings before                 $2.19   $     -        $(0.10)      $2.09
  extraordinary item
   Extraordinary loss              (0.16)        -           -         (0.16)
   Net earnings                     2.03   $     -        $(0.10)      $1.93

</TABLE>

                                      F-33

<TABLE>

  CONSOLIDATED STATEMENT OF EARNINGS
  52 Weeks Ended December 27, 1997
                                  As
                              Previously                 Stock        As
                               Reported      DFG        Options    Restated
                              ----------  ----------  ----------  ----------
  <S>                         <C>         <C>         <C>         <C>
  Selling, general and
    administrative expenses $    216,176     $ -         (1,872)     214,304
  Earnings from operations       226,716       -          1,872      228,588
  Income taxes                    71,700       -             98       71,798
  Net earnings                   117,014     $ -          1,774      118,788

  PER SHARE DATA:
   Earnings per share:
    Earnings before
     extraordinary item            $1.26    $  -          $0.02        $1.28
    Extraordinary loss               -         -            -            -
    Net earnings                   $1.26    $  -          $0.02        $1.28

  Earnings per share -
  assuming dilution:
   Earnings before
    extraordinary item             $1.25    $  -          $0.02        $1.27
   Extraordinary loss                -         -            -            -
   Net earnings                    $1.25    $  -          $0.02        $1.27
</TABLE>
<TABLE>

  CONSOLIDATED STATEMENT OF CASH FLOWS
  52 Weeks Ended December 25, 1999
                                                      Reclass
                                As                   Checks in
                            Previously               Process of     As
                             Reported    DFG Impact  Clearance   Restated
                             ---------   ---------   ---------   ---------
  <S>                        <C>         <C>         <C>         <C>
  Net cash flows provided
  by operating activities    $ 287,655  $     (429) $   20,576  $  307,802
  Net cash flows provided
  by financing activities      313,529        -        (20,576)    292,953

  Net change in cash and
  cash equivalents               4,910        (429)       -          4,481

  Cash at end of year           32,164        (429)       -         31,735

  52 Weeks Ended December 26, 1998


  Net cash flows provided
  by operating activities    $ 360,830  $      -    $ (29,464)  $  331,366
  Net cash flows used in
    financing activities     $(122,074) $      -    $  29,464   $  (92,610)


  52 Weeks Ended December 27, 1997


  Net cash flows provided
  by operating activities    $ 187,917  $      -    $  (7,715)  $  180,202
  Net cash flows provided
  by financing activities       74,168         -        7,715       81,883

</TABLE>
                                     F-34

                REPORT OF INDEPENDENT ACCOUNTANTS

     To the Board of Directors and Stockholders of IBP, inc.

            In  our  opinion,  the accompanying  consolidated
     balance  sheets and the related consolidated  statements
     of  earnings,  of  changes in stockholders'  equity  and
     comprehensive income, and of cash flows present  fairly,
     in  all  material  respects, the consolidated  financial
     position  of IBP, inc. and subsidiaries at December  25,
     1999 and December 26, 1998, and the consolidated results
     of their operations and their cash flows for each of the
     three  years in the period ended December 25,  1999,  in
     conformity with accounting principles generally accepted
     in  the  United States of America.  In addition, in  our
     opinion,   the  financial  statement  schedule  presents
     fairly,  in  all material respects, the information  set
     forth  therein when read in conjunction with the related
     consolidated  financial  statements.   These   financial
     statements  and  financial statement  schedule  are  the
     responsibility   of   the  company's   management;   our
     responsibility  is  to  express  an  opinion  on   these
     financial  statements and financial  statement  schedule
     based  on our audits.  We conducted our audits of  these
     statements   in   accordance  with  auditing   standards
     generally accepted in the United States of America which
     require  that  we plan and perform the audit  to  obtain
     reasonable   assurance  about  whether   the   financial
     statements are free of material misstatement.  An  audit
     includes examining, on a test basis, evidence supporting
     the amounts and disclosures in the financial statements,
     assessing the accounting principles used and significant
     estimates made by management, and evaluating the overall
     financial statement presentation.  We believe  that  our
     audits provide a reasonable basis for our opinion.

          As  indicated  in Note Q, the company has  restated
     its  1999  financial statements with respect to  certain
     matters involving its subsidiary, DFG, to apply variable
     plan  accounting to certain stock options and to provide
     expanded segment disclosures.


     PricewaterhouseCoopers LLP
     Omaha, Nebraska
     February 7, 2000, except as to Notes Q and M
     for which the date is March 2, 2001

                                        F-35

      REPORT ON FINANCIAL STATEMENT INTEGRITY BY MANAGEMENT

     To our Stockholders:

          IBP's  consolidated financial statements have  been
     prepared by management and we are responsible for  their
     integrity    and    objectivity.     The    accompanying
     consolidated financial statements have been prepared  in
     accordance with accounting principles generally accepted
     in  the  United  States.   We believe  these  statements
     present  fairly  the  company's financial  position  and
     results of operations.

          Our  independent  auditors,  PricewaterhouseCoopers
     LLP,   have   audited   these   consolidated   financial
     statements.   Their audit was conducted  using  auditing
     standards generally accepted in the United States, which
     included consideration of our internal controls in order
     to   form   an  independent  opinion  on  the  financial
     statements.      We    have    made     available     to
     PricewaterhouseCoopers LLP, all the company's  financial
     records,  as  well  as the minutes of  all  meetings  of
     stockholders, directors and committees of directors.

          IBP  relies  on  a  system of  internal  accounting
     controls   to   provide  assurance   that   assets   are
     safeguarded and transactions are properly authorized and
     recorded.   We   continually  monitor  these   controls,
     modifying  and  improving them  as  business  operations
     change.    IBP  maintains  a  strong  internal  auditing
     department  that  independently  reviews  and  evaluates
     these controls as well.

          The  Audit  Committee  of the  Board  of  Directors
     provides   oversight  to  ensure   the   integrity   and
     objectivity of the company's financial reporting process
     and  the  independence  of  our  internal  and  external
     auditors.        Both      internal      audit       and
     PricewaterhouseCoopers LLP, have complete access to  the
     Board's Audit Committee with or without the presence  of
     management personnel.

          Our  management team is responsible for proactively
     fostering  a strong climate of ethical conduct  so  that
     the  company's affairs are carried out according to  the
     highest  standards  of personal and corporate  behavior.
     This  responsibility  is  specifically  demonstrated  in
     IBP's  conflict of interest policy that requires  annual
     written  acknowledgment by each and  every  officer  and
     those management personnel so designated.

         We are pleased to present this annual report and the
     accompanying consolidated financial statements for  your
     review and consideration.

     Most sincerely,





     /s/  Robert  L. Peterson            /s/  Larry   Shipley
     Robert L. Peterson                         Larry Shipley
     Chairman   and                           Chief Financial
     Chief  Executive  Officer                Officer
     IBP, inc.                                IBP, inc.


                                     F-36




                        IBP, inc. AND SUBSIDIARIES

              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                               AND RESERVES

                     Fiscal Years 1997, 1998, and 1999
                              (In thousands)




                                                              Allowance
                                                             for Doubtful
                                                               Accounts
                                                             ------------
  Balance, December 28, 1996                                   $  9,873

     Amounts charged to costs and expenses                          514
     Recoveries of amounts previously
       written off                                                   39
     Write-off of uncollectible accounts                           (829)
     Acquired in business combinations                              511
     Foreign currency translation                                   (45)
                                                                 ------
  Balance, December 27, 1997                                     10,063

     Amounts charged to costs and expenses                        1,890
     Recoveries of amounts previously
      written off                                                   231
     Write-off of uncollectible accounts                           (101)
     Acquired in business combinations                              120
     Foreign currency translation                                   (92)
                                                                 ------
  Balance, December 26, 1998                                     12,111

     Amounts charged to cost and expenses                        15,507
     Recoveries of amounts previously
      written off                                                   100
     Write-off of uncollectible accounts                         (8,147)
     Acquired in business combinations                              412
     Foreign currency translation                                    67
                                                                -------
  Balance, December 25, 1999                                   $ 20,050
                                                                =======

                                        S-1