UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                           FORM 10 - K

                     Washington, D.C.  20549

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

        THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

           For the fiscal year ended December 28, 1996
                  ______________________________

                            IBP, inc.

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

IBP AVENUE
POST OFFICE BOX 515
DAKOTA CITY,  NE                 68731
(Address)                        (Zip Code)

Telephone Number: (402) 494-2061
        _________________________________________________

Securities registered pursuant to section 12(g) 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 Security 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 (91,808,349 shares) based on the New
York Stock Exchange average bid and ask price on March 24, 1997,
was approximately $2.24 billion.

       As of March 24, 1997, the registrant had outstanding
92,067,635 shares of its common stock.

               DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the registrant's 1996 Annual Report to
Stockholders (the "Annual Report") are incorporated by reference
in Parts I, II and IV of this Report.  Portions of the
registrant's definitive Proxy Statement dated March 24, 1997,
(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 page 13.


                            -1-                     



                          PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

General
     IBP, inc., ("IBP") a Delaware corporation, principally
produces fresh beef and pork products.  IBP's primary products
include boxed beef and fresh pork which 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.  IBP also produces
inedible allied products, such as hides and other items used to
manufacture products such as leather, animal feed and
pharmaceuticals, and edible allied products, which include
variety meat items.

     IBP operates an extensive sales network to service its
customers with regional sales and service centers in the United
States (including an independently-owned contractor in Los
Angeles that is licensed to use IBP trademarks) as well as
service centers in foreign countries.  The mailing address of
IBP's corporate headquarters is IBP Avenue, Post Office Box 515,
Dakota City, Nebraska 68731-0515; its telephone number is (402)
494-2061.  All references to "IBP" include IBP, inc. and its
subsidiaries.

     IBP operates 12 fed beef carcass production facilities in
eight cattle-producing states and Canada, which reduce live
cattle to dressed carcass form.  Eight of these locations include
processing facilities which conduct fabricating operations to
produce boxed beef.  IBP also operates four cow boning facilities
in Iowa, Nebraska and Texas, which reduce cows and bulls to
dressed carcass form and boneless meat product.  Fed beef
consists primarily of young steers and heifers specifically
raised for beef consumption. Cows and bulls processed by IBP are
primarily breeding or dairy stock which have been culled for
various reasons.

     IBP operates seven pork facilities in Indiana, Iowa and
Nebraska that include carcass production and processing of fresh
pork products employing a production process similar to that
employed in its beef operation.    

     On March 25, 1997, IBP entered into an Agreement and Plan 
of Merger (the "Merger Agreement") among the company, IBP Sub,
Inc. - a Delaware corporation and a wholly-owned subsidiary of
IBP (the "Purchaser"), and FoodBrands America, Inc., a Delaware
corporation ("Foodbrand"), providing for the acquisition of 
Foodbrand by IBP.  Pursuant to the Merger Agreement, and subject
to the terms and conditions therein, the Purchaser will commence a 
tender offer (the "Tender Offer") for any and all outstanding
shares of common stock, par value $.01 per share, of Foodbrand
(the "Common Stock") at a price of $23.40 per share net to the
seller in cash.  Upon consummation of the Tender Offer, the 
Merger Agreement contemplates that the Purchaser will be merged
with and into Foodbrand (the "Merger"), with Foodbrand being the
surviving corporation and becoming a wholly-owned subsidiary of 
IBP.  At the effective time of the Merger, each outstanding share
of Common Stock (other than shares held by IBP, Foodbrand or their
respective subsidiaries and other than shares the holders of which

                              -2-


have validly perfected their dissenters rights under Delaware law)
shall be cancelled and become the right to receive $23.40 per share
in cash.

     Concurrently with the execution and delivery of the Merger
Agreement, Joseph Littlejohn & Levy, L.P., a Delaware limited
partnership, and Joseph Littlejohn & Levy Fund II, L.P., a Delaware
limited partnership (together, "JLL"), entered into a Tender 
Agreement dated as of March 25, 1997 (the "JLL Tender Agreement")
among JLL, IBP and the Purchaser whereby JLL has agreed to tender
all of their shares of Common Stock in the Tender Offer.  Concurrently
with the execution and delivery of the Merger Agreement, The Airlie
Group, L.P., a Delaware limited partnership ("Airlie"), entered
into a Tender Agreement dated as of March 25, 1997 (the "Airlie
Tender Agreement") among Airlie, IBP and the Purchaser whereby Airlie
has agreed to tender a number of shares which, when taken together
with the number of shares of Common Stock (i) beneficially owned by
IBP or its subsidiaries and (ii) which IBP or its affiliates have the
right to acquire from JLL pursuant to the JLL Tender Agreement, would
cause IBP or its affiliates to beneficially own 49.9% of the aggregate
voting power represented by the issued and outstanding capital stock
of Foodbrand.  In addition, each of JLL and Airlie has granted to the
Purchaser an option to purchase shares of Common Stock upon certain
circumstances, and each of JLL and Airlie has agreed to vote in favor
of the Merger Agreement, the Merger and the transactions contemplated
therein and to oppose any other acquisition proposal and to vote
against any such acquisition proposal.

     The following table reflects the approximate percentages
of revenues during the last three fiscal years from IBP's
principal product categories, all of which are within one
industry segment:


                               1996     1995    1994
                               ----     ----    ----
Processed Beef Products         62%      64%     66%
Beef Carcasses (1)               4        5       4
Processed Pork Products         20       17      17 
Beef And Pork Allied Products   14       14      13 
                               ---      ---     --- 
                               100%     100%    100%
                               ===      ===     ===

(1) Represents beef carcasses sold to third parties that are not
used in IBP's processing operation.
                                

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; Luverne, Minnesota;
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

                               -3-



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 and in 1994 IBP
purchased Lakeside Farm Industries, Ltd. ("Lakeside"), an
agribusiness company with a fed beef plant in Brooks, Alberta,
Canada, 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.  The plants will supplement IBP's expansion into hamburger
patty production.

     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.  The ham facilities are operated by the
Consumer Products Division.  

     In 1995, IBP's newly formed Allied Group entered into a
joint venture with Sand Livestock Systems, Inc. of Columbus,
Nebraska, and China's Shandong Province to develop a fully
integrated pork production operation in China.  Plans tentatively
call for the joint venture to begin production in 1998.

     In 1994, the Consumer Products Division purchased Prepared
Foods, Inc. from International Multifoods, Inc.  Prepared Foods,
Inc. is a wholly-owned subsidiary of IBP with a plant in Santa
Teresa, New Mexico.  In 1995 the Consumer Products Division
purchased and renovated a facility in Columbia, South Carolina,
for processing fresh meat into value-added, consumer-ready
items. The Santa Teresa, New Mexico, plant, the Columbia, South 
Carolina, plant and the cooked meats facility connected to the 
Waterloo, Iowa, pork facility process fresh meat into value-added,
consumer-ready items. 

     In August 1981, when it was acquired by Occidental
Petroleum Corporation ("Occidental"), IBP was a publicly-held
corporation that was 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 its stockholders and certain standby
underwriters in an underwritten rights offering.  As a result of
this transaction, Occidental no longer owns any shares of IBP
Common Stock.

                                -4-

Operations

     Cattle and Hog Supplies

     IBP does not currently raise cattle or hogs in the United
States.  IBP's Canadian subsidiary, Lakeside, has cattle feeding
facilities, other  agricultural divisions and a beef carcass
production and boxed beef processing facility.  In 1996,
Lakeside's feedlots provided approximately 19% of that facility's
live cattle needs.  IBP's main supply of live cattle and hogs is
purchased by IBP buyers who are trained to select high quality
animals that are candidates for higher yields. IBP's buyers
purchase cattle and hogs on a daily basis, generally a few days
before the animals are required for production, and live animals
are generally held in IBP's holding pens for only a few hours.


     Production Process

     IBP's fed beef carcass production facilities reduce live
fed cattle to dressed carcass form and process allied products,
and its processing facilities conduct fabricating operations to
produce boxed beef.  IBP's fed carcass and beef processing
facilities operated in 1996 at approximately 85% and 88%,
respectively, of their production capacities.

     IBP's cow boning facilities produce beef trimmings and
boneless cuts of beef that are sold to customers who produce
hamburger, sausage and deli meats.  IBP's cow boning facilities
operated in 1996 at approximately 70% of their production
capacity.

     IBP's pork facilities produce fresh boxed pork for
shipment to retailers and also produce 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 1996, IBP's pork plants operated at
approximately 68% of their production capacity.

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

     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 and cow boning 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.

                              -5-


     Consumer Products Division

     Management believes that significant opportunities exist
for the sale of value-added, consumer-ready products as consumer
acceptance of such products grows and packaging technology
improves.  Currently, the Consumer Products Division produces
cooked meats for food service customers and other consumer-ready
products.  The Consumer Products Division is continually
exploring the potential for additional consumer-ready products.


Facilities

     The corporate headquarters of IBP are located primarily in
Dakota City, Nebraska, with some facilities in Dakota Dunes,
South Dakota.  IBP has recently begun construction of a new
corporate headquarters in Dakota Dunes, South Dakota that is
expected to be completed in the Fall of 1997.  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 and constructed by IBP's personnel.  IBP
considers its existing plants and equipment to be in excellent
condition.  IBP's capital spending for 1997 is expected to be in
the range of $200 million, which includes expenditures for
environmental compliance activities.  Its principal plants as of
December 28, 1996, are described below.

     Beef 

     IBP's eleven United States fed beef carcass production
facilities are located in the states of Idaho, Illinois, Iowa,
Kansas, Minnesota, Nebraska, Texas and Washington.  IBP's twelfth
fed beef carcass production facility is in Alberta, Canada.  At
these locations, eight have processing facilities, eight have
hide treatment or tanning operations, five have cold storage
freezer operations and one has a tallow refining plant.  IBP's
cow boning facilities are located in Iowa, Nebraska and Texas. 

     Pork

     IBP's seven pork carcass production and seven processing
facilities are located in the states of Indiana, Iowa and
Nebraska.  At these locations, four have cold storage freezer
operations and two have skinning operations.

     Consumer Products

     IBP's cooked meats facilities are in Iowa, New Mexico and
South Carolina. IBP's two ham processing facilities are located
next to pork facilities in Iowa and Nebraska.

                   
Sales and Distribution

     IBP's customers include domestic and international grocery
chains, meat distributors, wholesalers, retailers, 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, IBP's

                                -6-


largest beef customer accounted for less than 5% of its annual
beef gross sales, and its largest pork customer accounted for
less than 7% of its annual pork gross sales.  For the same
periods, IBP's largest customer for beef and pork combined
accounted for less than 5% of its annual gross product sales.

     Most IBP products are shipped by trucks, generally from
plants located closest to the purchaser, although other plants
may supplement such deliveries, depending upon prevailing
supplies and product demand.

     IBP sells to international customers through foreign and
domestic sales offices.  In fiscal 1996, export sales accounted
for approximately 13% of IBP's net sales, which compares to
approximately 14% in fiscal 1995 and 13% in fiscal 1994.

     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.


Competition

     The 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 and 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 a fair price to the producer.  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's information systems prepare 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,
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.  IBP believes


                           -7-


this purchasing system is one of the most advanced and accurate
methods for establishing fair prices in the industry.

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

     IBP is the largest producer of fresh beef and pork
products in the United States.  IBP believes that its two largest
beef competitors in 1996 were ConAgra, Inc. ("ConAgra") and Excel
Corporation, a subsidiary of Cargill, Inc.  It believes that its
largest pork competitors in 1996 were Smithfield, ConAgra and
Hormel.


Employees

     As of December 28, 1996, IBP had approximately 34,000
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 10,000 hourly employees at
seven of IBP's 28 production facilities are represented by labor
organizations.  The labor contracts applicable to these plants
expire as follows:

                                            Contract Expiration
     Plant                 Union                      Date        
---------------------    -------------      --------------------    

Amarillo, Texas          Teamsters (1)            April 1998

Pasco, Washington        Teamsters (1)            May 1999

Tama, Iowa               Teamsters (1)            January 2001

Dakota City, Nebraska    UFCW(2)                  August 1999

Joslin, Illinois         UFCW(2)                  December 2000

Perry, Iowa              UFCW(2)                  April 1999
                                                     
Waterloo, Iowa           UFCW(2)                  September 1998
_________________

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


                              -7-

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

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 Packers and
Stockyards Administration, (ii) continuous in-plant inspection of

                              -8-


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, which require
significant expenditures to maintain compliance.  IBP believes
that it is in substantial compliance with such laws and
regulations.  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 $4 million in capital expenditures for environmental
control facilities in fiscal 1996 and anticipates capital
expenditures of approximately $22 million for such facilities in
fiscal 1997.

               EXECUTIVE OFFICERS OF THE REGISTRANT

                           Age at    Positions With IBP and
                         January 27,  Five-Year Employment
Name                        1997            History        
------------------------ ----------  -----------------------------    

Richard L. Bond             49       President -- Fresh Meats
                                     since 1995; 1994-1995
                                     Executive Vice President --
                                     Beef; 1989-1994 Group Vice
                                     President -- Beef Sales and
                                     Marketing; 1982-1989 Vice
                                     President -- Boxed Beef
                                     Sales and Marketing
         

Kenneth W. Browning, Jr.    47       Executive Vice President
                                     since 1996; 1989-1996
                                     Senior Vice President --Hide
                                     Division; 1982-1989 Vice 
                                     President -- Hides


Lonnie O. Grigsby           57       Executive Vice President
                                     and General Counsel since
                                     1995; Secretary since 1985; 
                                     1988-1995 Executive Vice
                                     President -- Finance &
                                     Administration; General
                                     Counsel 1985-1990 and since
                                     1993; 1987-1988 Senior Vice
                                     President; 1985-1987 Vice
                                     President


Craig J. Hart               41       Vice President --
                                     Controller since 1995;
                                     1993-1995 Assistant Vice
                                     President, Controller;
                                     1990-1993 Controller


                                 -9-


David C. Layhee             52       President -- Consumer
                                     Products since 1995; 1994-
                                     1995 Executive Vice President
                                     -- Design Products; 1989-1994
                                     Group Vice President -- Design
                                     Products; 1983-1989 Group
                                     Vice President -- Sales &
                                     Marketing


Eugene D. Leman             54       President -- Allied Group
                                     since 1995; Director since
                                     1989; 1986-1995 Executive
                                     Vice President -- Pork
                                     Division; 1981-1986 Group
                                     Vice President -- Pork
                                     Division


James V. Lochner            44       Executive Vice President --
                                     Technical Services/
                                     Engineering since 1995;
                                     1993-1995 Senior Vice
                                     President -- Technical
                                     Services; 1989-1993 Vice
                                     President -- Technical
                                     Services; 1986-1989 
                                     Assistant Vice President
                                     Quality Control -- Beef;
                                     1984-1986 Director --
                                     Quality Control


Charles F. Mostek           49       Executive Vice President --
                                     Fresh Meats Sales and
                                     Marketing since 1995; 1989-
                                     1995 Vice President -- Beef
                                     Sales; 1985-1989 Vice
                                     President -- Slaughter
                                     Division Sales; 1981-1985
                                     Assistant Vice President --
                                     Carcass Grading and
                                     Administration


Robert L. Peterson          64       Chairman of the Board of
                                     Directors since 1981; Chief
                                     Executive Officer since
                                     1980; Director since 1976;
                                     1979-1995 President


Kenneth L. Rose             52       Executive Vice President --
                                     Operations Services since
                                     1995; 1989-1995 Senior Vice
                                     President -- Logistics
                                     Services; 1982-1989 Vice
                                     President -- Transportation


                                 -10-


Jerry S. Scott              51       Executive Vice President --
                                     Fresh Meats Operations
                                     since 1995; 1986-1995 Vice
                                     President -- Pork
                                     Operations


Larry Shipley               41       Executive Vice President --
                                     Corporate Development since
                                     1995; 1995 Senior Vice
                                     President -- Corporate
                                     Development; 1994-1995
                                     Assistant to the Chairman;
                                     1989-1994 Assistant to the
                                     President.


ITEM 3.  LEGAL PROCEEDINGS

      Incorporated by reference from the Annual Report, page
19, section entitled "Notes to Consolidated Financial
Statements," at note "J. Commitments and Contingencies." 
       

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

      No matters were submitted to a vote of IBP's security
holders during the fourth quarter of 1996.


                             PART II


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

       Incorporated by reference from Annual Report, page 13,
section entitled "Consolidated Statements of Changes in
Stockholders' Equity"; from page 19, section entitled "Notes to
Consolidated Financial Statements," at note "K. Quarterly
Financial Data (Unaudited)"; and from page 21, section entitled
"Stockholders and Market Data."  The Annual Report is an exhibit
to this Form 10-K.

ITEM 6.  SELECTED FINANCIAL DATA

       Incorporated by reference from Annual Report, page 22,
section entitled "Selected Financial Data." 


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

       Incorporated by reference from the Annual Report, pages
20-21, section entitled "Management's Discussion and Analysis." 


                                -11-



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       Incorporated by reference from the Annual Report, pages
9-23, sections entitled "Consolidated Financial Statements," 
"Notes to Consolidated Financial Statements" and "Report of
Independent Accountants."


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

       Incorporated by reference from the Proxy Statement, page
11, 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

        Incorporated by reference from the Proxy Statement,
pages 7-10, section entitled "SUMMARY COMPENSATION TABLE";
"OPTION GRANTS TABLE," "AGGREGATED OPTION EXERCISES AND YEAR-END
OPTION VALUE TABLE," "PERFORMANCE GRAPH," and from pages 4-5,
section entitled "ELECTION OF DIRECTORS," subsection 
"Information Regarding Director's Compensation." 


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          Incorporated by reference from the Proxy Statement,
pages 2 and 5, 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 7, 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

                              -12-


  (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 Statements          Location
         ---------------------------------     ---------------------

         Report of Independent Accountants     Annual Report, page
                                               23 and pages 17 and
                                               18 of this report

         Consolidated Statements of Earnings   Annual Report, page 9

         Consolidated Balance Sheets           Annual Report, pages
                                               10-11

         Consolidated Statements of Cash Flows Annual Report, page
                                               12

         Consolidated Statements of Changes    Annual Report, page
           in Stockholders' Equity             13   
           
         Notes to Consolidated Financial       Annual Report, pages
           Statements                          14-19


     2.  Financial Statement Schedule        
         ----------------------------

         Reports of Independent Accountants on Financial
         Statement Schedules

         Schedule II      Valuation and Qualifying Accounts and
                          Reserves 

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

     3.  Exhibits
         --------     

     2.1       Agreement and Plan of Merger, dated as of March 25,
               1997, among IBP, IBP Sub, Inc. and Foodbrands
               America, Inc.

     2.2       Tender Agreement dated as of March 25, 1997 among
               IBP, IBP Sub, Inc., Joseph Littlejohn & Levy, L.P.
               and Joseph Littlejohn & Levy Fund II, L.P.

     2.3       Tender Agreement dated as of March 25, 1997 among 
               IBP, IBP Sub, Inc. and The Airlie Group, L.P.
 
     3.1       Restated Certificate of Incorporation of IBP.

     3.2       Restated By-laws of IBP.

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

                                   -13-


     10.5.1*   Form of Stock Option Agreement (10/1/87) (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) (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 (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 (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 (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.

     10.5.7    1996 Stock Option Plan.

     10.14*    Form of IBP's Indemnification Agreement with
               officers and directors (filed as Exhibit No. 10.18
               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.
     
     10.23*    Intercompany Agreement, dated as of September 4,
               1991, between IBP and Occidental Petroleum
               Corporation (filed as Exhibit No. 10.23 to the
               Annual Report on Form 10-K of IBP for the fiscal
               year ended December 28, 1991, File No. 1-6085).

     10.24     Employment Agreement, effective as of December 22,
               1995, between IBP and Jerry S. Scott.

     10.25*    Employment Agreement, effective as of March 1,
               1995, between IBP and Richard L. Bond.

     10.26*    Employment Agreement, effective as of March 1,
               1995, between IBP and Eugene D. Leman. 

     10.27*    Employment Agreement, effective as of March 1,
               1995, between IBP and David C. Layhee.

                                  -14-


     10.28*    Text of Retirement Income Plan of IBP, inc. (As
               Amended and Restated Effective as of January 1,
               1992), as amended.  (Executive Compensation 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).

     10.29*    Employment Agreement, effective January 1, 1993,
               between IBP and Dale Tinstman (filed as Exhibit
               No. 10.29 to the Annual Report on Form 10-K of IBP
               for the fiscal year ended December 25, 1993, File
               No. 1-6085).

     11.       Statement regarding computation of earnings per
               share.

     13.       1996 Annual Report to Stockholders.

     16.*      Letter regarding change in certifying accountant.

     21.       Subsidiaries of IBP, inc. as of December 28, 1996.

     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 29, 1996, File
               No. 1-6085).

     23.1      Consent of Independent Public Accountants (Coopers
               & Lybrand L.L.P.).

     23.2      Consent of Independent Public Accountants (Price
               Waterhouse LLP).

     99.1      Press release of IBP dated March 26, 1997.
__________________
* Incorporated herein by reference 

  (b) Reports on Form 8-K

      Not Applicable.

  (c) Other Matters 

      With the exception of the information expressly referenced
and thereby incorporated in ITEMS 3, 5, 6, 7 and 8, the Annual
Report is not to be deemed "filed" with the Securities and
Exchange Commission or otherwise subject to the liabilities of
Section 18 of the Securities and Exchange Act of 1934.

      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

                            -15-


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.

















                           -16-



                 REPORT OF INDEPENDENT ACCOUNTANTS
                 ---------------------------------



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

     Our report on the consolidated financial statements of IBP, inc.
has been incorporated by reference in this Form 10-K from page 23 of
the 1996 Annual Report to Stockholders of IBP, inc.  In connection with 
our audits of such financial statements, we have also audited the
related financial statement schedule as of December 28, 1996 and December
30, 1995 and for the years then ended listed in Item 14(a)2 of this Form 
10-K.

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



COOPERS & LYBRAND L.L.P.

Omaha, Nebraska
January 24, 1997












                                -17a-


                REPORT OF INDEPENDENT ACCOUNTANTS
                ---------------------------------
                  FINANCIAL STATEMENT SCHEDULE
                  ----------------------------




To the Board of Directors of
IBP, inc.


Our audits of the consolidated financial statements referred to in our 
report dated February 3, 1995 appearing on page 23 of the 1994 Annual
Report to Stockholders of IBP, inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report
on Form 10-K) also included an audit of the Financial Statement Schedule 
at December 31, 1994 and for the fiscal year then ended listed in item
14(a)2 of this Annual Report on Form 10-K.  In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related 
consolidated financial statements.


PRICE WATERHOUSE LLP

Chicago, Illinois
February 3, 1995






















                                -17b-


                        IBP, inc. AND SUBSIDIARIES

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 
                               AND RESERVES

                     Fiscal Years 1994, 1995 and 1996
                              (In thousands)



                                                    Allowance    
                                                   for Doubtful  
                                                     Accounts    
                                                   ------------

  Balance, December 25, 1993                         $4,198      

    Amounts charged to costs and expenses             4,852      
    Recoveries of amounts previously
      written off                                        89      
    Write-off of uncollectible accounts                (552)     
    Other                                               810
                                                      -----                    
  Balance, December 31, 1994                          9,397       

    Amounts charged to costs and expenses               478       
    Recoveries of amounts previously
      written off                                       106       
    Write-off of uncollectible accounts                (508)      
    Other                                                21       
                                                      -----
  Balance, December 30, 1995                          9,494        

    Amounts charged to costs and expenses               379       
    Recoveries of amounts previously 
      written off                                       115       
    Write-off of uncollectible accounts                (112)         
    Other                                                (3)      
                                                      -----
  Balance, December 28, 1996                         $9,873       
                                                      =====








                                -18-
 



                                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:  03/27/97                   
                              --------------- 


       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        03/27/97        
----------------------          and Chief Executive          ---------
Robert L. Peterson              Officer (principal 
                                executive officer)

/s/ Larry Shipley               Executive Vice               03/27/97       
----------------------          President - Corporate        ---------
Larry Shipley                   Development (principal
                                financial officer)

/s/ Craig J. Hart               Vice President and           03/27/97         
----------------------          Controller                   ---------
Craig J. Hart

/s/ Richard L. Bond             Director                     03/27/97          
----------------------                                       ---------
Richard L. Bond                 

/s/ John S. Chalsty             Director                     03/24/97        
----------------------                                       ---------
John S. Chalsty                  

/s/ Wendy L. Gramm              Director                     03/24/97        
----------------------                                       ---------
Wendy L. Gramm


                                  -19-


     Signature                      Title                      Date
------------------------        -----------------            --------
               
/s/ David C. Layhee             Director                     03/27/97        
------------------------                                     ---------
David C. Layhee                    

/s/ Eugene D. Leman             Director                     03/27/97        
------------------------                                     ---------
Eugene D. Leman

/s/ Martin A. Massengale        Director                     03/22/97        
------------------------                                     ---------
Martin A. Massengale

/s/ JoAnn R. Smith              Director                     03/21/97        
------------------------                                     ---------
JoAnn R. Smith

/s/ Dale C. Tinstman            Director                     03/21/97        
------------------------                                     ---------
Dale C. Tinstman                                         













                                  -20-