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 27, 1997
                           	______________________________

	                                     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(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 (91,974,553 shares) based on the New 
York Stock Exchange average bid and ask price on March 24, 1998, 
was approximately $2.14 billion.

As of March 24, 1998, the registrant had outstanding 
92,565,108 shares of its common stock.

	DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's 1997 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 18, 1998, 
(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 and 17.


	PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

General

IBP, inc., ("IBP") a Delaware corporation, principally 
produces fresh and processed 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.  In 
addition, IBP produces frozen and refrigerated food products for 
the foodservice industry.  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/service centers in the United 
States (including an independently-owned contractor in Los 
Angeles that is licensed to use IBP trademarks) as well as 
sales/service centers in foreign countries.  The mailing address 
of IBP's corporate headquarters is 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 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.  IBP operates four cow boning 
facilities in Iowa, Nebraska and Texas, which reduce cows and 
bulls to dressed carcass form and boneless meat product.  IBP 
also operates one ground beef facility in Nebraska.  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 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 the beef operation.    

	In 1997, IBP completed the acquisitions of Foodbrands 
America, Inc. ("Foodbrands") and The Bruss Company ("Bruss") 
which are now held as subsidiaries of IBP.  Foodbrands and Bruss 
each are extensions of IBP's fresh beef and pork 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, 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. 

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:



                                 1997        1996       1995
                                 ----        ----       ----

Processed Beef Products            61%         62%        64%

Beef Carcasses (1)                  4           4          5 

Processed Pork Products            21          20         17
 
Beef And Pork Allied Products      14          14         14
                                  ---         ---        ---
                                  100%        100%       100%
                                  ===         ===        ===


(1)  Represents beef carcasses sold to third parties that are not 
     further processed by IBP.


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 is 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 supplement 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 from Hudson Foods, Inc.

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.  In 1997, IBP discontinued operations at the 
carcass production facility and the ham processing facility in 
Council Bluffs, Iowa.  

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. with 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 three IBP 
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. 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 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 Occidental's 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.


Operations

Cattle and Hog Supplies

IBP does not currently have facilities of its own to raise 
cattle or hogs in the United States.  However, in 1997, in order 
to provide a secure supply of cattle to its Washington and Idaho 
facilities, IBP entered into a risk-sharing arrangement with a 
cattle producer in the Northwest for the production of cattle. 
IBP's Canadian subsidiary, Lakeside, has cattle feeding 
facilities, other agricultural divisions and a beef carcass 
production and boxed beef processing facility.  In 1997, 
Lakeside's feedlots provided approximately 18% 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-Beef and Pork

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 1997 at approximately 85% 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 which 
are sold to customers who produce hamburger, sausage and deli 
meats.  IBP's cow boning facilities operated in 1997 at 
approximately 57% of their production capacity.  IBP's Columbus, 
Nebraska ground beef facility was acquired in the fall of 1997 
and is still in its start-up phase.

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 1997, IBP's pork facilities operated at approximately 71% of 
their production capacities.

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-Value-Added Products

IBP's value-added 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, 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 1997, IBP estimates the 
value-added facilities operated at approximately 70% to 75% of 
their production capacity.


Facilities

	The corporate headquarters of IBP are located primarily in 
Dakota City, Nebraska.  IBP is constructing a new corporate 
headquarters in Dakota Dunes, South Dakota, that is expected to 
be completed in the summer of 1998.  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 1998 is expected to be in 
the range of $175 million, which includes expenditures for 
environmental compliance activities.  Its principal plants as of 
December 27, 1997, are described below.

Beef 

IBP's eleven 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 four cow 
boning facilities are located in Iowa, Nebraska and Texas.  IBP 
also has a ground beef processing facility in Nebraska. 

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. 

Value-Added 

IBP's twenty-one value-added facilities are located in 
California, Iowa, Kansas, Missouri, Nebraska, 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, 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 
net pork gross 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 1997, export sales accounted 
for approximately 13% of IBP's net sales, which compares to 
approximately 13% in fiscal 1996 and 14% in fiscal 1995.

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


Distribution

Beef and Pork

Most IBP beef and pork 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.

Value-Added 

IBP's value-added 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

Beef and Pork

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

Failure to accurately assess the quality of cattle and 
hogs can result in (i) the payment of an excessive price if the 
livestock yields less than expected, or (ii) the failure to bid a 
price sufficiently high to purchase high quality livestock.  To 
effectively compete in the purchase of cattle, a cattle buyer 
must be able to accurately judge the yield and quality of the 
cattle to establish price.  As part of IBP's cattle buying 
process, each cattle buyer prepares an estimate by lot of the 
yield and quality of the cattle purchased.  IBP'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.  IBP believes 
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 one of the 
largest producers of pork products in the United States.  IBP 
believes that its two largest beef competitors in 1997 were 
Monfort, a subsidiary of ConAgra, Inc. ("ConAgra") and Excel 
Corporation, a subsidiary of Cargill, Incorporated.  It believes 
that its largest pork competitors in 1997 were Smithfield Foods 
Inc.; ConAgra; and Hormel Foods Corp.

	Value-Added

	IBP's value-added 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 27, 1997, IBP had approximately 38,000 
employees. Whenever possible, production employees are recruited 
locally and trained by IBP for specific tasks.

IBP considers its relations with its employees at its 
plants to be good.  Approximately 14,700 hourly employees at 
fourteen of IBP's 44 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 1998

Pasco, Washington	              Teamsters (1)                  May 1999

Rialto, California	         Teamsters (1)               September 1998

Tama, Iowa	                     Teamsters (1)                 January 2001

Albuquerque, New Mexico	        UFCW (2)                      November 2000

Cherokee, Iowa	                 UFCW (2)                      March 1999

Chicago, Illinois	              UFCW (2)                      July 1999

Concordia, Missouri	            UFCW (2)                      June 2001

Dakota City, Nebraska	          UFCW (2)                      August 1999

Jefferson, Wisconsin	           UFCW (2)                      June 1998

Joslin, Illinois	               UFCW (2)                      December 2000

Perry, Iowa	                    UFCW (2)                      April 1999

Riverside, California	          UFCW (2)                      May 2001

Rialto, California (4)	         UFCW (2)                      May 2001
                                                     
Waterloo, Iowa	                 UFCW (2)                 September 1998
_________________

(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 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 1997, 
expenditures to maintain compliance with such regulations cost 
the company approximately $15 million.  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 $8 million in capital expenditures for 
environmental control facilities in fiscal 1997 and anticipates 
capital expenditures of approximately $23 million in fiscal 1998.


	EXECUTIVE OFFICERS OF THE REGISTRANT

                      Age at          Positions With IBP and
                    January 27,       Five-Year Employment
Name		           1998   	       History        
------------------  ----------        -----------------------------    

Richard L. Bond         50            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.  	48      Executive Vice President 
                                      since 1996; 1989-1996 
                                      Senior Vice President, Hide 
                                      Division; 1982-1989 Vice 
                                      President, Hides


R. Randolph Devening       55         Chief Executive Officer and 
                                      President, Foodbrands 
                                      America, Inc. since 1994; 
                                      Chairman of the Board, 
                                      Foodbrands America, Inc. 
                                      1994 to 1997.


Craig J. Hart              42	        Vice President and 
                                      Controller since 1995; 
                                      1993-1995 Assistant Vice 
                                      President and Controller; 
                                      1990-1993 Controller




David C. Layhee	          53        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            55         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	          45        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	         50         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	    65	  Chairman of the Board of 
                                      Directors since 1981; Chief 
                                      Executive Officer since 
                                      1980; Director since 1976; 
                                      1979-1995 President


Kenneth L. Rose	          53	  Executive Vice President 
                                      since 1995; 1989-1995 
                                      Senior Vice President, 
                                      Logistics Services; 1982-
                                      1989 Vice President, 
                                      Transportation


Jerry S. Scott	          52        Executive Vice President since 1995; 
                                      1986-1995 Vice President, Pork 
                                      Operations


Larry Shipley	          42        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 41, section 
entitled "Notes to Consolidated Financial Statements," at note "N. 
Commitments and Contingencies."  The Annual Report is an exhibit to this 
Form 10-K.

 

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 1997.


	PART II


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

Incorporated by reference from Annual Report, page 35, section 
entitled "Consolidated Statements of Changes in Stockholders' Equity"; and 
from page 42, section entitled "Notes to Consolidated Financial 
Statements," at note "O. Quarterly Financial Data (Unaudited)".  

	IBP's Common Shares were held by approximately 6,600 stockholders 
of record at year-end 1997.  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. 27,    Dec. 28,  Dec. 30,   Dec. 31,   Dec. 25,
                            1997        1996      1995     1994 (1)     1993
                         ---------  ---------- ---------  ---------  ---------
OPERATIONS:
Net sales (in millions)  $13,258.8  $12,538.8  $12,667.6  $12,075.4  $11,671.4
Gross profit               442,892    443,582    604,068    460,109    258,666
Selling, general and 
 administrative 
expense                    216,176    120,674    123,972    112,772     84,197

Earnings from
operations                 226,716    322,908    480,096    347,337    174,469

Interest expense, net      (38,002)    (3,373)   (20,784)   (38,448)   (43,212)
Income taxes                71,700    120,800    179,200    126,600     53,800
Extraordinary loss (2)        -          -       (22,189)      -          -
Accounting change (3)         -          -          -          -        12,626
Net earnings               117,014    198,735    257,923    182,289     90,083

PER SHARE DATA:
Earnings per share:
 Earnings before 
  extra. item, 
  accounting change          $1.26     $2.10      $2.96      $1.92       $ .82
 Extraordinary loss (2)        -         -         (.23)       -           -
 Accounting change (3)         -         -          -          -           .13
 Net earnings                 1.26      2.10       2.73       1.92         .95
Earnings per share - 
 assuming dilution:
 Earnings before 
  extra. item, 
  accounting change          $1.25     $2.07      $2.92      $1.90       $ .81
 Extraordinary loss (2)        -         -         (.23)       -           - 
 Accounting change (3)         -         -          -          -           .13
 Net earnings                 1.25      2.07       2.69       1.90         .94

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

FINANCIAL CONDITION:
	Working capital          $207,109  $540,903   $427,241   $359,238    $336,668
	Total assets            2,838,941 2,174,495  2,027,601  1,865,463   1,538,907
	Long-term obligations     568,281   260,008    260,752    361,760     460,723
	Stockholders' equity    1,237,069 1,203,655  1,022,939    780,494     612,796

(1)	53-week year.
(2)	Extraordinary loss on early extinguishment of debt.
(3)	Cumulative effect of change in accounting for income taxes.







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

	Incorporated by reference from the Annual Report, pages 43-
44, section entitled "Management's Discussion and Analysis."
 
	In the first quarter 1998, IBP, inc. purchased substantially 
all of the $112 million of 10.75% Senior Subordinated Notes due 
2006, which were obligations of its wholly-owned subsidiary, 
Foodbrands America, Inc.  The purchase of these obligations by 
IBP, inc. was funded with available credit facilities and will 
likely be refinanced later in 1998 under the company's $300 
million Medium-Term Notes program registered with the Securities 
and Exchange Commission.

	Net prepayment premiums, accelerated amortization of 
unamortized deferred financing costs, and transaction expenses, 
totaled $23.6 million, before applicable income tax benefit of 
$9.0 million, and will be accounted for as an extraordinary loss 
in the first quarter 1998.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Incorporated by reference from the Annual Report, pages 30-
45, sections entitled "Consolidated Financial Statements,"  
"Notes to Consolidated Financial Statements" and "Report of 
Independent Accountants."  See reference to purchase of 
Foodbrands America, Inc. bonds in Item 7.

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 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 pages 5-6, sections entitled "SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS" and "SECURITY OWNERSHIP OF MANAGEMENT." 


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	Incorporated by reference from the Proxy Statement, pages 4-
5, sections entitled "ELECTION OF DIRECTORS," subsection  
"Information Regarding the Board of Directors and its Committees" 
and from page 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



	(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 
                                           30 and page 19 of this report

Consolidated Statements of Earnings	       Annual Report, page 31

Consolidated Balance Sheets	             Annual Report, pages 32-33

Consolidated Statements of Cash Flows      Annual Report, page 34

Consolidated Statements of Changes	       Annual Report, page 35 
  in Stockholders' Equity	

Notes to Consolidated Financial	       Annual Report, pages
Statements	                               36-42


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 (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).



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 (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 (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).

10.14*	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 August 18, 
1997, between IBP and Larry Shipley.

10.25	Employment Agreement, effective as of March 1, 
1997, between IBP and Richard L. Bond.

10.26	Employment Agreement, effective as of March 1, 
1997, between IBP and Eugene D. Leman. 




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).

13.		1997 Annual Report to Stockholders.


21.		Subsidiaries of IBP, inc. as of December 26, 1997.

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 28, 1997, File 
No. 1-6085).

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

27.		Financial Data Schedule.

__________________

* Incorporated herein by reference 


	
(b)	Reports on Form 8-K

	The company filed a report on Form 8-K, dated November 25, 
1997, with the Securities and Exchange Commission, File No. 1-
6085. The 8-K reported Items 2 and 7, and historical and pro 
forma financial statements relating to the Foodbrands acquisition 
were filed with the 8-K.     

(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 report on the consolidated financial statements of IBP, inc. 
has been incorporated by reference in this Form 10-K from page 30 
of the 1997 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 27, 1997, 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 23, 1998


                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                              AND RESERVES

                    Fiscal Years 1995, 1996, and 1997
                            (In thousands) 

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

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

  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
                                                       ======




                             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:    3/24/98            
       -----------


	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      3/24/98 
--------------------------
Robert L. Peterson             	and Chief Executive 
                                Officer (principal 
                                executive officer)

/s/ Larry Shipley   
--------------------------    President, IBP 	            3/24/98 
Larry Shipley                   Enterprises (principal
	                              	financial officer)

                        		
/s/ Craig J. Hart     
--------------------------    Vice President and          3/24/98 
Craig J. Hart                   Controller



/s/ Richard L. Bond 
---------------------------  	Director	                   3/24/98 
Richard L. Bond	



/s/ John S. Chalsty   
---------------------------   Director                   	3/24/98	 
John S. Chalsty	 



/s/ Wendy L. Gramm
---------------------------  	Director	                   3/23/98 
Wendy L. Gramm



/s/ John J. Jacobson Jr.
---------------------------   Director                    3/20/98 
John J. Jacobson, Jr.	



/s/ Eugene D. Leman
---------------------------  	Director	                   3/24/98 
Eugene D. Leman

 

/s/ Martin A. Massengale
---------------------------   Director	                   3/24/98 
Martin A. Massengale



/s/ Michael L. Sanem
---------------------------  	Director	                   3/21/98 
Michael L. Sanem



/s/ JoAnn R. Smith
---------------------------  	Director	                   3/23/98 
JoAnn R. Smith



---------------------------  	Director          
Dale C. Tinstman