UNITED STATES

	                 SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

	                            FORM 10 - K
	
	          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

	               THE SECURITIES EXCHANGE ACT OF 1934 

	            For the fiscal year ended December 26, 1998
	                  ______________________________
	                            IBP, inc.

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

800 STEVENS PORT DRIVE
SUITE 836
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 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 (91,642,114 shares) based on the New York 
Stock Exchange average bid and ask price on March 22, 1999, was 
approximately $1.82 billion.

    As of March 22, 1999, the registrant had outstanding 
92,288,986 shares of its common stock.

	             DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the registrant's 1998 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 17, 1999, (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 16 through 18.

	                             PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

General
    IBP, inc., ("IBP") a Delaware corporation, has two business 
segments, Fresh Meats and Enterprises.   Fresh Meats produces fresh 
beef and processed beef and pork products.  Fresh Meats' 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. Fresh Meats 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. 
Enterprises produces frozen and refrigerated food products for the 
foodservice industry. 

    IBP is currently moving into its new World Headquarters, and 
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. 

Fresh Meats

    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.

    IBP operates 10 fed beef carcass production facilities in 
seven cattle-producing states and one in Canada, which reduce live 
cattle to dressed carcass form.  Eight of these locations include 
processing facilities which conduct fabricating operations to 
produce boxed beef.  Fed beef consists primarily of young steers 
and heifers specifically raised for beef consumption.  IBP operates 
three cow boning facilities in Iowa, Nebraska and Texas, which 
reduce cows and bulls to dressed carcass form and boneless meat 
product.  Cows and bulls processed by IBP are primarily breeding or 
dairy stock which have been culled for various reasons.  IBP also 
operates one ground beef facility in Nebraska. 

    IBP operates six pork carcass facilities in Indiana, Iowa 
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 its beef operation.    

Enterprises

    Enterprises primarily consists of IBP's wholly-owned 
subsidiaries Foodbrands America, Inc. ("Foodbrands") and The Bruss 
Company ("Bruss"). Foodbrands and Bruss each are extensions of 
IBP's Fresh Meats business, offering a wide range of value-added 
food products to IBP's customers.  Foodbrands 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, and branded and processed meats. Bruss manufactures 
and markets high quality, portion-controlled steaks, pork chops and 
other products.

    In 1998, IBP completed the acquisition of the assets of the 
appetizer division of Diversified Foods Group, L.L.C. which assets 
are operated under the name DFG Foods, Inc. ("DFG").  DFG operates 
as a subsidiary of Foodbrands with production plants in Chicago, 
Illinois and Newark, New Jersey.  DFG markets a variety of premium 
quality hors d'oeuvres, appetizers, desserts and prepared meals.


FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

    The company's businesses are classified into two business 
segments:  Fresh Meats and Enterprises.  The contributions of each 
business segment to net sales and operating earnings, and the 
identifiable assets attributable to each business segment set forth 
in Note M.  "Business Segments" on page 43 of the Annual Report 
incorporated herein by reference.  The Annual Report is an Exhibit 
to this Form 10-K.

	
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 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.  Lakeside was IBP's first plant outside of 
the United States.  In March of 1998, IBP discontinued operations 
at its Luverne, Minnesota facility.

    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.  These plants supplemented IBP's expansion into hamburger 
patty production.  IBP increased its hamburger patty production 
capabilities in 1997 with the acquisition of the Columbus, 
Nebraska, ground beef facility.  In August of 1998, IBP 
discontinued operations at its Sealy, Texas facility and, in April 
of 1999, IBP plans to discontinue its operations at the Palestine, 
Texas facility.

    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.

	In 1990, IBP added its first value-added operation when a 
cooked meats facility 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.  In 1997, IBP 
increased its presence in the value-added marketplace with the 
Foodbrands and Bruss acquisitions.  In addition to the Waterloo, 
Santa Teresa, and Columbia value-added facilities listed above 
which have been put under Foodbrands' management, Foodbrands 
operates facilities in Rialto, California; Riverside, California; 
Cherokee, Iowa; Edwardsville, Kansas; South Hutchinson, Kansas; 
Hutchinson, Kansas; Carthage, Missouri; Concordia, Missouri; 
Piedmont, Missouri; Albuquerque, New Mexico; New Rochelle, New 
York; Oklahoma City, Oklahoma; Dallas, Texas; Fort Worth, Texas; 
Jefferson, Wisconsin; and Green Bay, Wisconsin. In 1998, IBP 
acquired the assets of Diversified Food Group, L.L.C. with plants 
in Chicago, Illinois (leased facility) and Newark, New Jersey. 
These plants are also operated by Foodbrands.  The Bruss Company 
operates one processing facility in Chicago, Illinois.

    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 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.  However, IBP does have 
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 
1998, 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 processing.  Live animals are 
generally held in IBP's holding pens for only a few hours.

    Production Process - Fresh Meats

    IBP's fed beef carcass production facilities reduce live fed 
cattle to dressed carcass form and process allied products. IBP's 
beef processing facilities conduct fabricating operations to 
produce boxed beef.  IBP's fed carcass and beef processing 
facilities operated in 1998 at approximately 86% and 83%, 
respectively, of their production capacities.

    IBP's cow boning facilities produce beef trimmings and 
boneless cuts of beef that are further processed by IBP and 
sold to customers who produce hamburger, sausage and deli 
meats.  IBP's cow boning facilities operated in 1998 at 
approximately 56% of their production capacity.  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 1998, 
IBP estimates its Columbus, Nebraska ground beef facility operated 
at approximately 41% of its production capacity.

    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 1998, 
IBP's pork facilities operated at approximately 85% 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.

	Production Process - Enterprises

	IBP Enterprises 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.  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 1998, IBP estimates 
the Enterprises facilities operated at approximately 85% of their 
production capacity.


    Facilities

    The corporate headquarters of IBP were located during 1998 
primarily in Dakota City, Nebraska.  In April of 1999, IBP 
anticipates materially completing its move into a new corporate 
headquarters 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 and constructed by IBP's personnel.  IBP 
generally considers its existing plants and equipment to be in 
excellent condition.  IBP's capital spending for 1999 is expected 
to be in the range of $175 million, which includes expenditures for 
environmental compliance activities.  Its principal plants as of 
December 26, 1998, are described below.

    Fresh Meats - Beef 

    IBP's ten U.S. fed beef carcass production facilities are 
located in the states of Idaho, Illinois, Iowa, Kansas, Nebraska, 
Texas and Washington.  IBP's eleventh fed beef carcass production 
facility is in Alberta, Canada.  At these locations, eight have 
processing facilities, eight have hide treatment or tanning 
operations, six have cold storage freezer operations and one has a 
tallow refining plant.  IBP's three cow boning facilities are 
located in Iowa, Nebraska and Texas. IBP also has a ground beef 
processing facility in Nebraska.

    Fresh Meats - Pork

    IBP's six 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.

    Enterprises

    IBP's twenty-three facilities under the Enterprises business 
are located in California, Illinois, Iowa, Kansas, Missouri, 
Nebraska, New Jersey, New Mexico, New York, Oklahoma, South 
Carolina, Texas, and Wisconsin.


    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 for Fresh Meats, IBP's largest beef customer 
accounted for less than 4% of its annual beef net sales, and its 
largest pork customer accounted for less than 7% of its pork net 
sales.  In each of the past three years, Enterprises' largest 
customer accounted for less than 15% 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 1998, export sales accounted for 
approximately 12% of IBP's net sales, which compares to 
approximately 13% in fiscal 1997 and 13% in fiscal 1996.

    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

    Fresh Meats

    Most 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.

    Enterprises

    Enterprises' products are transported by independent 
carriers from its distribution/customer service centers in 
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

    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'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, 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.

    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 fresh beef and one of the 
largest producers of pork products in the United States.  IBP 
believes that its two largest beef competitors in 1998 were 
Monfort, a subsidiary of ConAgra, Inc. ("ConAgra") and Excel 
Corporation, a subsidiary of Cargill, Incorporated.  IBP believes 
that its largest pork competitors in 1998 were Smithfield Foods, 
Inc.; ConAgra; and Hormel Foods Corp.


    Enterprises

    Enterprises' 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.

    Employees

    As of December 26, 1998, IBP had approximately 40,000 
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 16,600 hourly employees at 16 of IBP's 
45 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)	      November 2002

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

Pasco, Washington       	Teamsters (1)	         May 1999

Rialto, California      	Teamsters (1)	      September 2001

Tama, Iowa                    Teamsters (1)            December 2000

Albuquerque, New Mexico      	UFCW (2)                 November 2000

Cherokee, Iowa          	UFCW (2)	              March 2004

Chicago, Illinois       	UFCW (2)	               July 1999

Concordia, Missouri     	UFCW (2)	               June 2001

Dakota City, Nebraska   	UFCW (2)	              August 1999

Jefferson, Wisconsin	      UFCW (2)	               June 2002

Joslin, Illinois        	UFCW (2)            	December 2000

Logansport, Indiana     	UFCW (2)	             October 2003

Newark, New Jersey      	UFCW (2)	            September 1999

Perry, Iowa                   UFCW (2)                   May 2003

Riverside, California     	UFCW (2)	               May 2001       

Rialto, California (4)    	UFCW (2)           	   May 2001	     
                                         
Waterloo, Iowa                 UFCW (2)                  June 2002
_________________

(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)	The Teamsters contract at the Chicago, Illinois facility 
   covers only those employees working in distribution.

(4)	The UFCW labor contract at the Rialto, California facility 
   covers only those employees working in distribution.


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 1998, IBP 
incurred expenses of $19 million to maintain compliance with such 
regulations.  IBP believes that it is in substantial compliance 
with such applicable 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 1998 
and anticipates capital expenditures of approximately $25 million 
in fiscal 1999 for environmental related projects.

	EXECUTIVE OFFICERS OF THE REGISTRANT

                                 Age at         Positions With IBP and
                               January 27,      Five-Year Employment
Name		                       1999         History        
--------------------------     -----------      ---------------------------

Richard L. Bond                      51         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
         

Kenneth W. Browning, Jr.             49         Executive Vice President 
                                                since 1996; 1989-1996 
                                                Senior Vice President, Hide 
                                                Division; 1982-1989 Vice 
                                                President, Hides


R. Randolph Devening                 56         Chief Executive Officer and 
                                                President, Foodbrands 
                                                America, Inc. since 1994; 
                                                Chairman of the Board, 
                                                Foodbrands America, Inc. 
                                                1994 to 1997 


Craig J. Hart                        43         Vice President and 
                                                Controller since 1995; 
                                                1993-1995 Assistant Vice 
                                                President and Controller; 
                                                1990-1993 Controller

David C. Layhee                      54         President, Value-Added 
                                                Ground Meats since 1997; 
                                                1995-1997 President, 
                                                Consumer Products; 1994-
                                                1995 Executive Vice 
                                                President, Design Products; 
                                                1989-1994 Group Vice 
                                                President, Design Products; 
                                                1983-1989 Group Vice      
                                                President, Sales & 
                                                Marketing


Eugene D. Leman                      56         President, Fresh Meats 
                                                since 1997; Director since 
                                                1989; 1995-1997 President, 
                                                Allied Group; 1986-1995 
                                                Executive Vice President, 
                                                Pork Division; 1981-1986 
                                                Group Vice President, Pork 
                                                Division


James V. Lochner                      46        Executive Vice President, 
                                                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                     51        Executive Vice President 
                                                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                    66        Chairman of the Board of 
                                                Directors since 1981; Chief 
                                                Executive Officer since 
                                                1980; Director since 1976; 
                                                1979-1995 President
  

Kenneth L. Rose                       54        Executive Vice President 
                                                since 1995; 1989-1995 
                                                Senior Vice President, 
                                                Logistics Services; 1982-
                                                1989 Vice President, 
                                                Transportation


Jerry S. Scott                        53        Executive Vice President 
                                                since 1995; 1986-1995 Vice 
                                                President, Pork Operations


Larry Shipley                         43        President, IBP Enterprises 
                                                since 1997; 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

    Incorporated by reference from the Annual Report, page 44, 
section entitled "Notes to Consolidated Financial Statements," at 
note "O. 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 1998.


	PART II


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

    Incorporated by reference from Annual Report, page 37, 
section entitled "Consolidated Statements of Changes in 
Stockholders' Equity and Comprehensive Income"; and from page 44, 
section entitled "Notes to Consolidated Financial Statements," at 
note "P. Quarterly Financial Data (Unaudited)".  

    IBP's Common Shares were held by approximately 7,000 
stockholders of record at year-end 1998.  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)

                                             Fiscal Year Ended
                        --------------------------------------------------------
                        Dec. 26,    Dec. 27,    Dec. 28,    Dec. 30,    Dec. 31,
                          1998        1997        1996        1995       1994(1)
                        ---------  ---------   ---------   ---------   ---------
OPERATIONS:
Net sales (in millions) $  12,849  $  13,259   $  12,539   $  12,668   $  12,075
Gross profit              662,208    442,892     443,582     604,068     460,109
Selling, general
 and administrative
 expense                  288,473    216,176     120,674     123,972     112,772
Earnings from
 operations               373,735    226,716     322,908     480,096     347,337

Interest expense, net      43,213     38,002       3,373      20,784      38,448

Income taxes              125,700     71,700     120,800     179,200     126,600
Extraordinary loss (2)    (14,815)      -           -        (22,189)       -   

Net earnings              190,007    117,014     198,735     257,923     182,289

PER SHARE DATA:
 Earnings per share:
  Earnings before
   extraordinary item       $2.21      $1.26       $2.10       $2.96       $1.92

  Extraordinary loss (2)     (.16)       -           -          (.24)         - 

  Net earnings               2.05       1.26        2.10        2.72        1.92

 Earnings per share - 
   assuming dilution:
  Earnings before
   extraordinary item       $2.19      $1.25       $2.07       $2.92       $1.90
  Extraordinary loss (2)     (.16)       -           -          (.23)        -  

  Net earnings               2.03       1.25        2.07        2.69        1.90

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

FINANCIAL CONDITION:
 Working capital       $  231,003 $  207,109  $  540,903  $  427,241    $359,238

 Total assets           3,008,096  2,838,941   2,174,495   2,027,601   1,865,463

 Long-term obligations    575,522    568,281     260,008     260,752     361,760

 Stockholders' equity   1,400,914  1,237,069   1,203,655   1,022,939     780,494

(1)  53-week year.
(2)  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

    Incorporated by reference from the Annual Report, pages 
45-46, section entitled "Management's Discussion and Analysis." 


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Incorporated by reference from the Annual Report page 46, 
section entitled "Market Risk."


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    Incorporated by reference from the Annual Report, pages 
32-46, 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 
12, 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 8-11, 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 2-5, 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 	            Annual Report, page 32 
and page 19 of this 
report

Consolidated Statements of Earnings             Annual Report, page 33

Consolidated Balance Sheets                     Annual Report, pages 
                                                34-35

Consolidated Statements of Cash Flows           Annual Report, page 36

Consolidated Statements of Changes in           Annual Report, page 37
Stockholders' Equity and Comprehensive	
Income

Notes to Consolidated Financial                 Annual Report, pages
Statements                                      38-44


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

    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 (filed as Exhibit No. 3.2 to 
the Annual Report on Form 10-K of IBP for the 
fiscal year ended December 28, 1996, File No. 1-
6085).

   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 
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).

  10.23*	Inter-company 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 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).

  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).

  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).

    13.	1998 Annual Report to Stockholders.

    21.	Subsidiaries of IBP, inc. as of December 26, 1998.

    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 27, 1998, File No. 1-6085).

   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 

      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 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.







	REPORT OF INDEPENDENT ACCOUNTANTS
	

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

    Our audits of the consolidated financial statements referred to in 
our report dated January 22, 1999, which has been incorporated by 
reference in this Form 10-K from page 32 of the 1998 Annual Report 
to Stockholders of IBP, inc., also included an audit of the 
financial statement schedule listed in Item 14(a)(2) of this Form 
10-K.  In our opinion, this financial statement schedule presents 
fairly, in all material respects, the information set forth therein 
when read in conjunction with the related consolidated financial 
statements.



/s/  PricewaterhouseCoopers LLP
----------------------------------
Omaha, Nebraska
January 22, 1999


                    IBP, inc. AND SUBSIDIARIES

         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                         AND RESERVES

                Fiscal Years 1996, 1997, and 1998
                        (In thousands) 




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

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

  Amounts charged to costs and expenses                           514
  Recoveries of amounts previously
    written off                                                    39
  Write-off of uncollectible accounts                            (829)
  Other                                                           466
                                                              -------
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)
  Other                                                            28 
                                                              -------
Balance, December 26, 1998                                   $ 12,111
                                                              =======

	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: 3/25/99 
                                ---------- 


       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          3/25/99 
------------------------                                     --------
Robert L. Peterson            and Chief Executive 
                              Officer (principal 
                              executive officer)


/s/ Larry Shipley             President, IBP                 3/25/99 
------------------------                                     --------
Larry Shipley                 Enterprises and Chief 
                              Financial Officer
                              (principal financial
                              officer)

                        		
/s/ Craig J. Hart             Vice President and             3/25/99 
-------------------------                                    --------
Craig J. Hart                 Controller


/s/ Richard L. Bond           Director                       3/25/99 
-------------------------                                    --------
Richard L. Bond



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


/s/ Wendy L. Gramm            Director                       3/23/99 
-------------------------                                    --------
Wendy L. Gramm


/s/ John J. Jacobson, Jr.     Director                       3/22/99 
-------------------------                                    --------
John J. Jacobson, Jr.	


/s/ Eugene D. Leman           Director                       3/25/99 
-------------------------                                    --------
Eugene D. Leman


-------------------------     Director                       --------	        
Michael L. Sanem 


/s/ Martin A. Massengale      Director                       3/23/99 
-------------------------                                    --------
Martin A. Massengale


/s/ JoAnn R. Smith            Director                       3/23/99 
-------------------------                                    --------
JoAnn R. Smith


/s/ Dale C. Tinstman          Director                       3/22/99 
-------------------------                                    --------
Dale C. Tinstman