Exhibit 10.5.6

                1996 OFFICER LONG-TERM STOCK PLAN

      1.    Purposes.  The purposes of this 1996 Officer Long-Term
Stock Plan (the "Plan") are to assist IBP and its subsidiaries
(unless the context otherwise requires, the "Company") (a) in the
attraction and retention of officers who have demonstrated superior
ability, and (b) to provide the officers with an incentive to exert
extraordinary efforts toward the achievement of increased growth
and profitability in the operations of the Company in order that
the value of the Company's Common Stock may appreciate accordingly.
      
      2.    Administration.  The Plan shall be administered by a
committee consisting of three or more members of the board of
directors, all of whom shall not (either while members of the
Committee or at any time within one year prior to becoming members
of the Committee) be or have been eligible for selection as a
person to whom awards may be made under the Plan (the "Committee"). 
The Committee is authorized to adopt operating rules necessary to
implement and administer the Plan.  The Committee shall
periodically review the performance of the Plan and its rules and
make any necessary revisions in such rules to assure the Plan's
purposes are met.  The interpretation and construction of any
provision of the Plan by the Committee shall be final and
conclusive.

      3.    Participants.  The Committee shall select as
participants in the Plan the officers who are in a position
directly and significantly to enhance the growth and profitability
of the Company's operations and whose continued employment by the
Company would favorably affect such operations. 

      4.    Awards.  The Plan shall be effective when approved by
the affirmative votes of the holders of a majority of the
securities of the Company present, or represented, and entitled to
vote at a meeting duly held in accordance with the laws of the
State of Delaware.  All awards made by the Committee prior to such
approval are contingent upon that approval.  Each participant in
the Plan shall be awarded a number of Common Shares ("Deferred
Stock" or "Stock") of the Company as determined by the Committee,
such shares to be awarded in consideration of services to be
rendered to the Company and on its behalf.  Upon the making of any
award, the Committee shall set by resolution its determination of
the fair value in monetary terms of the services to be rendered to
the Company and which serves as the employee's consideration for
the award.  The number of shares of Common Stock awarded as
Deferred Stock shall be the result of dividing the fair value in
monetary terms of the services so determined by the Closing Price
of the Company's Common Stock on the date of any such award; the
Closing Price being that reported for the Company's Common Stock in
the New York Stock Exchange Composite Transactions Index, as
published in The Wall Street Journal, or in such other national
financial press or information service available from time to time
over the duration of the Plan.  All shares so granted are declared
and taken to be fully paid shares of Stock and not liable to any 


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further call, nor shall the holders thereof be liable for any
further payment therefor.  All shares so awarded will be subject to
the restrictions described in Section 5.  No more than one million
(1,000,000) shares of Stock (subject to adjustment to reflect any
Stock dividend, split- up, combination of shares, reclassification,
merger or consolidation) shall be awarded under the Plan, but any
shares forfeited prior to the expiration of the Deferral Period as
described in Section 5 shall revert to the status of shares not
awarded.  Shares delivered pursuant to this Plan may be Common
Stock acquired by the Company on the open market and held in the
treasury of the Company or previously authorized but unissued
Common Stock.

      5.    Restrictions.  During the Mandatory Deferral Period (as
determined in the discretion of the Committee and as defined in
each "Deferred Stock Award Agreement", such Mandatory Deferral
Period being for a period of at least six months unless otherwise
provided for in the Plan) any shares of Stock awarded pursuant to
the Plan shall not be sold, assigned, pledged, hypothecated or
otherwise transferred or encumbered.  At the expiration of the
Mandatory Deferral Period, the certificate representing those
shares for which the Mandatory Deferral Period has expired shall be
delivered to the participant, or his legal representative, in a
number equal to such shares unless otherwise further deferred by
Participant ("Elective Deferral") pursuant to Section 7 below. 
Unless otherwise provided in the Deferred Stock Award Agreement to
be entered into between the Company and the participant, the
Mandatory Deferral Period with respect to shares of Stock awarded
to a participant in the Plan shall terminate at the close of
business on the fifth anniversary of the Award Date, or as
otherwise determined at the discretion of the Committee and as
defined in each Deferred Stock Award Agreement, provided that if
such participant shall cease to perform officer duties for the
Company during the Mandatory Deferral Period with respect to such
shares:

      (a)   in the event he shall cease to perform such duties by
      reason of resignation or Company Termination, as defined    
      below, such Deferred Stock shall be forfeited by the        
      participant.  Company Termination means in the event the    
      Company concludes, in its sole discretion, that it is no    
      longer in the interest of the Company to continue the       
      participant's employment; and

      (b)   in the event he shall cease to perform such duties for 
      the Company by reason of death, total and permanent         
      disability or retirement at age 65, the Mandatory Deferral  
      Period shall terminate with respect to all of the remaining 
      shares covered under the Deferred Stock Award.
      
      6.    Dividend Reinvestment. Amounts equal to any dividends
declared during the Mandatory Deferral Period with respect to the
number of shares covered by a Deferred Stock Award will be deferred
and deemed to be reinvested in additional Deferred Stock.  Except
as set forth in the preceding sentence, the Participant shall have
none of the rights of a stockholder with respect to shares of
Common Stock covered by a Deferred Stock Award until the shares of
Common Stock are transferred to such Participant at the expiration
of the Deferral Period.

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      7.    Elective Deferral.  Prior to rendering service for
which the shares are earned, Participant may make an irrevocable
election to defer receipt of the Deferral Amount, as defined below,
beyond the Mandatory Deferral Period.  The Deferral Amount shall
equal the number of shares of Deferred Stock the Participant would
receive upon termination of the Mandatory Deferral Period
multiplied by the Closing Price of IBP on the termination date, or
if there was no reported sale on such date, then the Closing Price
of IBP from the next preceding date on which such a sale is
transacted.  If an Elective Deferral is made, the Company shall
credit the Deferral Amount to the Participant's account in the
Retirement Income Plan of IBP, inc.

      8.    Tax Withholding.  Any Deferred Stock Award granted
hereunder shall provide as determined by the Committee for
appropriate arrangements for the satisfaction by the Company and
the participant of all Federal, state, local or other income,
excise or employment taxes or tax withholding requirements
applicable to the transfer of Common Stock pursuant to a
Deferred Stock Award or other right or payment and all such
additional taxes or amounts as determined by the Committee in its
discretion, including without limitation, the right of the Company
or any subsidiary thereof to receive transfers of shares of  Common 
Stock or other property from the Participant or to deduct or
withhold in the form of cash or shares from any transfer of payment
to a Participant, in such amount or amounts deemed required or
appropriate by the Committee in its discretion.

      9.    Modifications.  The Company's board of directors shall
have the power to modify or supplement the Plan in such manner as
it may from time to time determine, provided that unless the
holders of a majority of shares of capital stock of the Company
having voting power present or represented and entitled to vote at
a meeting of such holders shall have first given their approval,
(a) the number of shares of Stock (except for adjustments in
accordance with Section 4) which may be awarded under the Plan
shall not be increased, (b) the benefits accruing to the
Participants in the Plan shall not be materially increased, and (c)
the requirements as to eligibility for participation in the Plan
shall not be materially modified.
                                 
                               
                                3




Exhibit 10.5.7

                      1996 STOCK OPTION PLAN

   1. Purpose.  The purpose of this 1996 Stock Option Plan (the   
"Plan") is to enhance the value of the stockholders' investment in
IBP, inc. (the "Company") by encouraging key employees, upon whose
performance the Company and its subsidiaries is largely dependent
for the successful conduct of its operations, to acquire and retain
a financial interest in the Company.  In addition, the Plan is
intended to enable the Company and its subsidiaries to compete
effectively for and retain the services of such employees.

   It is intended that the incentive stock options ("ISOs") (as
defined by Section 422 of the Internal Revenue Code of 1990, as
amended or superseded (the "Code")), other stock options and stock
appreciation rights ("SARs"), may be granted under this Plan.

   2. Administration of the Plan.

   (a)  The Plan shall be administered by a committee (the
"Committee") consisting of not less than three members of the board
of directors designated from time to time by the board of
directors, all of whom shall not, either while members of the
Committee or at any time within one year prior to becoming members
of the Committee, be or have been eligible for selection as a
person to whom awards may be made under the Plan. The
interpretation and construction of any provision of the Plan or any
option or right granted hereunder and all determinations by the
Committee in each case shall be final, binding and conclusive with
respect to all interested parties, unless otherwise determined by
the board of directors.  No member of the Committee shall be
personally liable for any action, failure to act, determination,
interpretation or construction made in good faith with respect to
the Plan or any option or right or transaction thereunder. 

   (b)  The Committee shall have full power and authority in its
discretion to take any and all action required or permitted to be
taken under the Plan.  Such full power and authority shall include,
without limitation, the selection of participants to whom stock
options or SARs may be granted pursuant to the Plan; the
determination of the number of shares of Common Stock which may be
covered by stock options or SARs granted to any such participant of
the Plan and the purchase price thereof; the granting of options
and related rights; the right to interpret and construct any
provision of the Plan or any option or right granted hereunder; the
making of all required or appropriate determinations under the Plan
or any option or right granted hereunder; the fixing and
determination of the terms, provisions, conditions and restrictions
of all option instruments or agreements (and any related rights),
which need not be identical, entered into or issued in connection
with grants under the Plan; and the adoption, amendment and
rescission of such rules related to the Plan as the Committee shall
determine in its discretion, subject to the express provisions of
the Plan.

                                     
                               1
               
                             
   3. Participants.  Participants in the Plan shall be key
employees of the Company or its subsidiaries selected as
hereinafter provided.  Key employees may include officers of the
Company or its subsidiaries who are also directors of the Company
but not directors who are not employees of the Company or its
subsidiaries.  Nothing contained in this Plan, nor in any option or
right granted pursuant to the Plan, shall confer upon any employee
any right to continue in the employ of the Company or any
subsidiary nor limit in any way the right of the Company or any
subsidiary to terminate his employment at any time.

   4. The Stock.  The shares of stock available for
issuance pursuant to the grant of options (with or without related
SARs) under this Plan shall consist of three million five hundred
thousand (3,500,000) shares of Common Stock, par value $0.05 per
share (the "Common Stock"), of the Company, subject to adjustment
as provided in Section 8 hereof.  The maximum number of shares with
respect to which options or SARs may be granted to any employee
during any one year shall not exceed 60,000.  Shares may be (a)
previously issued Common Stock purchased by the Company in the open
market, and held in the treasury of the Company, or (b) previously
authorized but unissued Common Stock.  Should any option grant (or
a portion thereof) be terminated, expire, or be cancelled for any
reason without being exercised (e.g., by reason of the exercise of
related SARs for stock or for cash), the shares subject to the
portion of such option grant not so exercised shall be available
for subsequent grants under this Plan.

   5. Effective Date and Termination of Plan.  The Plan shall be
effective when approved by the affirmative votes of the holders of
a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in
accordance with the laws of the state of Delaware, but in no event
later than January 31, 1997.  All grants made by the Committee
prior to such approval shall be contingent upon such approval. 
This Plan shall terminate upon the earlier of (i) 10 years from
the date the Plan is adopted by the Company; or (ii) 10 years from
the date the Plan is approved by Shareholders; or (iii) the date on
which all shares available for issuance under the Plan have been
issued pursuant to the exercise of options granted hereunder; or
(iv) the determination of the board of directors that the Plan
shall terminate.  No options may be granted under the Plan after
the termination date, provided that the options granted and
outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such
options. 

   6. Grant, Terms, and Conditions.  Options and SARs may be
granted at any time and from time to time prior to the termination
of the Plan to such eligible employees and on such terms and
conditions as determined by the Committee.  All options and SARs
shall be granted under the Plan by execution of instruments in
writing in the form approved by the Committee.  Notwithstanding any
contrary provision of this Plan other than Section 9 hereof, with
respect to any ISOs granted under any plan of the Company or its
subsidiaries or any parent, the aggregate fair market value
(determined at the time the option is granted) of the shares with 


                               2

  
respect to which such ISOs are exercisable for the first time by an
optionee during any calendar year (under all such plans of the
Company its subsidiaries and any parent) shall not exceed One
Hundred Thousand Dollars ($100,000.00) or the
maximum amount permitted under the Code.

   All options and SARs granted pursuant to the Plan shall be
subject to the following terms and conditions and such other terms
and conditions determined by the Committee which are not
inconsistent therewith:

   (a)  Price.  The option exercise price per share of each option
shall be determined by the Committee, provided that, except as
provided below, in no instance shall such price be less than the
fair market value of a share of Common Stock (as defined by
subsection (j) hereof) on the effective date of the option grant. 
The option exercise price shall be subject to adjustment only as
provided in Section 8 hereof.

   (b)  Term of Options.  Options may be granted for terms of up to
but not exceeding ten (10) years from date granted.  Each grant
shall be subject to earlier termination as provided in subsection
(f) of this Section 6.

   (c)  Exercise of Options.  Except in the event of death,
retirement or disability, or as otherwise provided in this Plan,
stock options granted under this Plan shall be exercisable as
follows: forty percent after two years and an additional twenty
percent each of the succeeding three years.

   (d)  Alternate Exercise in Case of Hardship.  In the case of
options other than ISOs, in the event of the imminent expiration of
the grant where the optionee is absent from the United States or is
otherwise subject to a hardship which renders exercise of the grant
by such optionee unreasonable or impossible prior to its expiration
date, the Committee in its sole and absolute discretion may issue
or cause to have issued to the optionee (in lieu of the exercise of
said grant) the number of shares which represent the difference (if
any) between the aggregate option exercise price and aggregate fair
market value of the shares of the Common Stock with respect to
which the grant is then exercisable, determined as of the date of
issuance of said shares.  In such event the grant shall be deemed
fully exercised for all purposes hereof.

   (e)  Notice of Exercise and Payment.  To the extent options are
exercisable, they shall be exercised by written notice to the
Company, stating the number of shares with respect to which options
are being exercised and the intended manner of payment.  The date
of the notice shall be the exercise date.  Payment for the shares
purchased shall be made in full to the company within ten (10)
business days after the exercise date by check payable to the order
of the Company equal to the option price for the shares being
purchased, in whole shares of Common Stock of the Company owned
by the optionee having a fair market value on the exercise date (as
defined by subsection (j) hereof) equal to the option price for the
shares being purchased, or a combination of Common Stock and check
equal in the aggregate to the option price for the shares being 


                               3


purchased.  Payments of Common Stock shall be made by delivery of
stock certificates properly endorsed for transfer in negotiable
form.  If other than the optionee, the person or persons exercising
shall be required to furnish to the Company appropriate
documentation that such person or persons have the full legal right
and power to exercise on behalf of and for the optionee.

   (f)  Termination of Employment.

            (i)      Except as otherwise provided in this Plan, an
optionee's options (A) are exercisable only by the optionee, (B)
are exercisable only while the optionee is in the employ of the
Company, and (C) if not exercisable by their terms at the time the
optionee ceases to be in the employ of the Company, shall
immediately expire on the date of termination of employment.

            (ii)     Except as provided herein, an optionee's
options which are exercisable by their terms at the time the
optionee ceases to be in the employ of the Company must be
exercised on or before the earlier of three months after the date
of termination of employment or the fixed expiration date of such
options after which period such options shall expire.

            (iii)    In the event of the death of the optionee
while in the employ of the Company, all of that optionee's
unexercised options (whether or not then exercisable by their
terms) shall become immediately exercisable by his estate for a
period ending on the earlier of the fixed expiration date of such
options or twelve months after the date of death, after which
period such options shall expire.  For purposes hereof, the estate
of an optionee shall be defined to include the legal
representatives thereof or any person who has acquired the right to
exercise an option by reason of the death of the optionee.

            (iv)     In the case of options other than ISOs, in the
event of the termination of employment by reason of the permanent
disability (as defined below) of the optionee, all of that
optionee's unexercised options (whether or not then exercisable by
their terms) shall become exercisable for a period ending on the
earlier of the fixed expiration date of such options or twelve
months from the date of termination after which period such options
shall expire.  For purposes hereof "permanent disability" shall be
deemed to be the inability of the optionee to perform the duties of
his job with the Company because of a physical or mental disability 
as evidenced by the opinion of a Company-approved doctor of
medicine licensed to practice medicine in the United States of
America.

            (v)      In the case of options other than ISOs, in the
event of the normal retirement of the optionee, all of that
optionee's unexercised options (whether or not then exercisable by
their terms) granted to that optionee on or before his 65th
birthday shall become immediately exercisable for a period ending
on the earlier of the fixed expiration date of such options or
twelve months after the date of the retirement, after which period
such options shall expire. Also, in the event of the normal
retirement of the optionee, all of the optionee's unexercised 


                              4


options (whether or not then exercisable by their terms) granted to
the optionee after his 65th birthday and held for a period of at
least twelve consecutive months of active employment with the
Company after the date of grant shall become immediately
exercisable for a period ending on the earlier of the fixed
expiration date of such options or twelve months after the date
of retirement, after which period such options shall expire.  For
purposes hereof, retirement shall be deemed to be "normal
retirement" if the optionee is at least 65 years of age and has
completed at least five consecutive years of employment with the
Company at the date of retirement.

            (vi)     In the case of ISOs, in the event of the
termination of employment by reason of the permanent disability or
the normal retirement of the optionee (as defined in (iv) and (v)
above), each ISO then held by the optionee shall terminate on the
earlier of the period ending three months after the termination of
employment or the fixed expiration date of such options; provided
however, that if such termination of employment occurs by reason of
disability within the meaning of Section 422(c)(6) of the Code said
three-month period shall be extended to twelve months.

      (g)   Transferability of Options.  Any option granted
hereunder shall be transferable only by will or the laws of descent
and distribution, or for non-ISO options pursuant to a Qualified
Domestic Relations Order, and shall be exercisable during the
lifetime of the optionee only by him.

      (h)   Other Terms and Conditions.    Options may contain such
other terms, conditions, or provisions, which shall not be
inconsistent with this Plan, as the Committee shall deem
appropriate.           

      (i)   Tax Withholding.  Any option and related SAR granted
hereunder shall provide, as determined by the Committee, for
appropriate arrangements for the satisfaction by the Company and
the optionee of all federal, state, local or other income, excise
or employment taxes or tax withholding requirements applicable to
the exercise of the option or any related SAR or the later
disposition of the shares of Common Stock or other property
thereby acquired and all such additional taxes or amounts as
determined by the Committee in its discretion, including without
limitation, the right of the Company or any subsidiary thereof to
receive transfers of shares of common Stock or other property from
the optionee or, beginning one year after the Company becomes
subject to the reporting requirements of Section 13 of the
Securities Exchange Act of 1934, to deduct or withhold in the form
of cash or shares from any transfer or payment to an optionee, in
such amount or amount deemed required or appropriate by the
Committee in its discretion.

      (j)   Fair Market Value.  The "fair market value" of a share
of Common Stock on any relevant date for purposes of any provision
of the Plan shall be the closing price reported for the Common
Stock in the New York Stock Exchange Composite Transactions Index
on such date or, if there were no reported sales on such date, then
the closing price reported for the Common Stock in the New York 


                                5


Stock Exchange Composite Index on the next preceding day on which
such a sale is transacted, as published in The Wall Street Journal,
or such other national financial press or service as may be
available from time to time over the duration of the Plan.
      

      7.    Stock Appreciation Rights.  Any options granted or to
be granted under this Plan may, in the sole and absolute discretion
of the Committee, include related SARs with respect to all or part
of the shares of Common Stock subject to options as determined by
the Committee.  SARs may be granted at the time options are granted
or (in the case of options other than ISOs) at a later date with
respect to existing options.  Optionees granted SARs may exercise
the SARs by written notice to the Company, stating the number of
shares with respect to which the SARs are being exercised, to
the extent that said SARs are then exercisable.  In the event of
the exercise of SARs, the obligation of the Company in respect of
the options to which the SARs related shall be discharged by
payment of the SARs so exercised.

      (a)   SAR Payment.  Any SAR granted hereunder shall set forth
the method of computation and form of payment of the SAR and such
other terms and conditions as determined by the Committee in its
discretion or as otherwise required by this Plan, provided that no
SAR shall exceed the difference between one hundred percent (100%)
of the then fair market value on the date of exercise of the share
of Common Stock subject to the option surrendered by the optionee,
and the option exercise price of such share.  Without limiting the
generality of the foregoing, the Committee may provide for the
payment of said SAR in cash or in shares of Common Stock valued at
fair market value as of the date of exercise, or in any combination
thereof as determined by the Committee.

      (b)   Other Provisions.  Notwithstanding any contrary
provisions hereof, (i) SARs shall be exercisable only to the extent
the options to which such SARs relate are then exercisable (further
subject to such additional conditions and restrictions as may be
imposed by the Committee) and shall expire upon expiration of the
options to which such SARs relate, and (ii) in the case of any SARs
related to ISOs granted hereunder, said SARs shall be exercisable
only when the then fair market value of the shares of Common Stock
subject to the options (or portion thereof) surrendered by the
optionee exceeds the exercise price of such options (or such
portion thereof).

      (c)   "Option."  References in this Plan to the term "option"
shall, unless the context requires otherwise, include an SAR.

      8.    Adjustment and Changes in the Common Stock.

      (a)   In the event that the shares of Common Stock as
presently constituted shall be changed into or exchanged for a
different kind of share of stock or other securities of the Company
or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up,
combination of shares or otherwise) or if the number of such shares
of stock shall be increased through the payment of a stock 


                               6


dividend, then unless such change results in the termination of all
outstanding options pursuant to the provisions of Section 9 hereof,
there shall be substituted for or added to each share of stock of
the Company therefore appropriated or thereafter subject or which
may become subject to an option under this Plan, the number and
kind of shares of stock or other securities into which each
outstanding share of stock of the Company shall be so changed, or
for which each such share shall be exchanged, or to which each
share shall be entitled, as the case may be.  Outstanding options
shall also be appropriately amended as to price and other terms as
may be necessary to reflect the foregoing events.  In the event
there shall be any other change in the number or kind of the
outstanding shares of the stock of the Company of any stock or
other securities into which such stock shall have been changed, or
for which it shall have been exchanged, then if the Committee
shall, in its sole discretion, determine that such change equitably
requires an adjustment in any option theretofore granted or which
may be granted under the Plan, such adjustment shall be made in
accordance with such determination.  Fractional shares resulting
from any adjustment in options pursuant to this Section 8 shall be
rounded down to the nearest whole number of shares.

      (b)   Notwithstanding the foregoing, any and all adjustments
in connection with an ISO shall comply in all respects with
Sections 422 and 424 of the Code and the regulations thereunder.

      (c)   Notice of any adjustment shall be given by the Company
to each holder of an option which shall have been so adjusted,
provided that such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan and any
instrument or agreement issued thereunder.

      9.    Acceleration of Options.

      (a)   In the event that the Company enters into one or more
agreements to dispose of all or substantially all of the assets of
the Company or the Company's stockholders dispose of or become
obligated to dispose of fifty- percent (50%) or more of the
outstanding capital stock of the Company other than to the Company
or a subsidiary of the Company, in either case by means of sale
(whether as a result of a tender offer or otherwise), merger,
reorganization or liquidation in one or a series of related
transactions ("Acceleration Event"), then each option outstanding
under the Plan shall become exercisable during the fifteen (15)
days immediately prior to the scheduled consummation of the
Acceleration Event with respect to the full number of shares of
which such option has been granted.

      (b)   In the event of the occurrence of an Acceleration Event
(as defined by subsection (a) of this Section 9), any optionee who
is subject to the filing requirements imposed under Section 16(a)
of the Securities Exchange Act of 1934 with respect to the Company
shall receive a payment of cash equal to the difference between the
aggregated Fair Value of the shares of Common Stock subject to such
accelerated options and the aggregate option exercise price of such
shares.  For this purpose, "Fair Value" shall mean the highest
aggregate fair market value (as determined under Section 6(j)


                               7


hereof) of the subject shares of Common Stock during the 60-day
period immediately preceding the date of the consummation of the
Acceleration Event.  Payment of said cash shall be made within 10
days after said consummation of the Acceleration Event.  The
foregoing payments under this subsection (b) shall be made in lieu
of and in full discharge of any and all obligations of the Company
in respect of all subject options and any related SARs of the
optionee.  Notwithstanding any of the foregoing, the provisions
of this subsection (b) shall not be applicable to ISOs granted
under this Plan.

      (c)   The grant of options (or related rights) under this
Plan shall in no way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business
structure of to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

      10.   Listing and Regulatory Requirement.  No options granted
pursuant to this Plan shall be exercisable if at any time,
including after receipt of notice of exercise, the Committee shall
determine in its discretion that the listing, registration,
qualification, or acquisition of the shares of Common Stock subject
to such options on any securities exchange or under any applicable
law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with,
the granting of such option or the acquisition or issuance of
shares by IBP thereunder, unless such listing, registration,
qualification, acquisition, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Committee.

      11.   Amendment of the Plan.  The board of directors may from
time to time amend or modify or make such changes in and additions
to this Plan as it may deem desirable, without further action on
the part of the stockholders of the Company; provided, however,
that unless the holders of a majority of the securities of the
Company present or represented and entitled to vote at a duly held
meeting shall have first given their approval, then (a) the maximum
number of shares of Common Stock issuable under the Plan shall not
be increased (except for permissible adjustments under Section 8
hereof), (b) the benefits accruing to the participants in the Plan
shall not be materially increased, and (c) the requirements as to
eligibility for participation in the Plan shall not be materially
modified.  Subject to and without limiting the generality of the
foregoing, the board of directors may amend or modify the Plan and
any outstanding options under the Plan to the extent necessary to
qualify any or all of such options or future options to be granted
for such beneficial federal income tax treatment as may be afforded
employee stock options under the Code or any amendments thereto or
other statutes or regulations or rules (or any interpretations
thereof by any applicable governmental agency or entity) which
become effective after the effective date of the Plan (including
without limitation any proposed or final Treasury regulations).

      12.   Stockholder Rights.  An optionee shall have none of the
rights of a stockholder of the Company with respect to any shares
subject to any options granted hereunder until such individual
shall have exercised the options and been issued share therefor.

                                8


      13.   Use of Proceeds.  The proceeds received by the Company
from the sale of shares pursuant to the options granted under this
Plan shall be used for general corporate purposes.

                               





















                               9





Exhibit 10.24


                       EMPLOYMENT AGREEMENT

                  PRODUCTION AND ADMINISTRATIVE

     This Agreement, effective the 22nd day of December, 1995(the
"Effective Date"), by and between IBP, inc., a Delaware corporation
(hereinafter referred to as "Employer"), and Jerry S. Scott
(hereinafter referred to as "Employee").

                           WITNESSETH:
     Employer hereby agrees to employ, or agrees to continue to
employ Employee, and Employee agrees to be employed upon the
following terms and conditions.

     1.   Duties.  Employee shall perform the duties of Executive
Vice President-Fresh Meats Plant Operations or shall serve in such
other capacity and with such other duties for Employer as Employer
shall hereafter from time to time prescribe.
     2.   Term of Employment.  The term of employment shall be for
a period of five (5) years, commencing on the Effective Date of
this Agreement, unless terminated prior thereto in accordance with
the provisions of this Agreement.
     3.   Compensation.  For the services to be performed
hereunder, Employee shall be compensated by Employer at the rate of
not less than One Hundred Fifty Thousand Dollars ($150,000.00) per
year payable monthly, and in addition may receive awards under
Employer's Cash Bonus Plan subject to the discretion of the senior
management of Employer.  Such compensation will be subject to
review from time to time when salaries of other officers and managers
of Employer are reviewed for consideration of increases therein.
     4.   Participation in Benefit Programs.  Employee shall be
entitled to participate in any benefit programs generally
applicable to officers of Employer adopted by Employer from time to
time.
     5.   Limitation on Outside Activities.  Employee shall devote
full employment energies, interest, abilities and time (except for
personal investments) to the performance of obligations hereunder
and shall not, without the written consent of the Chief Executive
Officer of the Company, render to others any service of any kind or
engage in any activity which conflicts or interferes with the
performance of duties hereunder.
     6.   Ownership of Employee's Inventions.  All ideas,
inventions, and other developments or improvements conceived by
Employee, alone or with others, during the term of his employment,
whether or not during working hours, that are within the scope of
Employer's business operations or that relate to any of Employer's
work or projects, are the exclusive property of Employer.  Employee
agrees to assist Employer, at its expense, to obtain patents on any
such patentable ideas, inventions, and other developments, and
agrees to execute all documents necessary to obtain such patents in
the name of Employer.
     7.   Termination.
          (a)  Voluntary Termination.  Employee may terminate this
Agreement at any time by not less than one year's prior written
notice to Employer.  Employee shall not be entitled to any 
compensation from Employer for any period beyond Employee's actual
date of termination.
          (b)  Resignation.  In the event Employee shall resign
from employment at the request of employer, employer shall
compensate Employee at the rate and in the manner provided in
Paragraph 3 above for a period after termination equivalent to the
lesser of (i) one year, or (ii) the remainder of the term of this
Agreement.  During the time Employee is being compensated in lieu
of continued employment, the Employer shall have the right to
require the Employee to perform consulting services from time to
time on behalf of the Employer.  Any out-of-pocket expenses
associated with any such assignment shall be, upon proper
documentation, reimbursed by Employer to Employee.  In the event
Employer compensates Employee in lieu of continued employment, all
remuneration or wages earned by Employee during such period, either
as an employee, independent contractor or consultant to any person,
firm, or corporation other than Employer, shall be a set-off to
Employer's duty of compensation to Employee.
          (c)  Company Termination.  In the event Employer shall
conclude, in its sole discretion, that it is no longer in the
interest of the Company to continue the employment of Employee, the
Employer may terminate this Agreement, and Employer shall have no
further obligation to pay compensation to Employee after the
effective date of termination.
          (d)  Incapacity.  If Employee is materially incapacitated
from fully performing his duties pursuant to this Agreement by
reason of illness or other incapacity or by reason of any statute,
law, ordinance, regulation, order, judgment or decree, Employer may
terminate this Agreement by 30 days written notice to Employee, but
only in the event that such incapacity shall aggregate not less
than one hundred twenty (120) days during any one year.
     8.   Confidential Information, Trade Secrets, Limitation on
Solicitation and Non-Compete Clause.
          (a)  Employee shall receive, in addition to all regular
compensation for services as described in Section 3 of this
Employment Agreement, as additional consideration for signing this
Employment Agreement and for agreeing to abide and be bound by the
terms, provisions and restrictions of this Section 8, the
following:
               (i)  an award of such number of shares of Common
          Stock of Employer under the terms and conditions of the
          Employer's IBP Officer Long-Term Stock Plan and/or 1996
          Officer Long-Term Stock Plan as shall be equal to an
          aggregate value of $450,000 less amounts due to
          restrictions on promotional grants (see Employee Award;
          Letter)

               (ii) a grant of options to purchase an aggregate of 
          Four thousand eight hundred (4,800) shares of Common
          Stock of Employer under the terms and conditions of the
          Employer's Stock Option Plans and each year on the annual
          grant date for stock options an annual option grant of
          options to purchase shares of Common Stock of the
          Employer which is equal to three times (3x) the annual
          option level of the Employee's officer-position band
          option level, provided that the Employee has been on the
          payroll, whether as an officer or otherwise, at least six
          months prior to the annual grant date; and 

               (iii) the right to receive bonus option grants, 
          pursuant to the terms and conditions made available by
          the Plans Administration Committee of Employer's Board of
          Directors, from the employer's stock option plans, upon
          the Employee's exercise of any options granted to the
          Employee. 

          (b)  Employee recognizes that, as a result of his
employment hereunder (and his employment, if any, with Employer for
periods prior to the Effective Date), he has had and will continue
to have access to confidential information, trade secrets,
proprietary information, intellectual property, and other
documents, data, and information concerning methods, processes,
controls, techniques, formula, production, distribution,
purchasing, financial analysis, returns and reports which is the
property of and integral to the operations and success of Employer,
and therefore agrees to be bound by the provisions of this Section
8, which Employee agrees and acknowledges to be reasonable and to
be necessary to protect legitimate and important business interests
and concerns of Employer.
          (c)  Employee agrees that he will not divulge to any
person, nor use to the detriment of Employer or any of its
subsidiaries, nor use in any business or process of manufacture
competitive with or similar to any business or process of
manufacture of Employer or any of its subsidiaries, at any time
during the term of this Agreement or thereafter, any of the
Employer's trade secrets, without first obtaining the express
written permission of Employer.  A trade secret shall include any
formula, pattern, device or compilation of information used by
Employer in its business.  For purposes of this Section 8, the
compilation of information shall include, without limitation, the
identity of customers and suppliers and information reflecting
their interests, preferences, credit-worthiness, likely receptivity
to solicitation for participation in various transactions and
related information obtained during the course of his employment
with Employer.
          (d)  Employee agrees that at the time of leaving the
employ of Employer he will deliver to Employer, and not keep or
deliver to anyone else, any and all notebooks, memoranda, documents
and, in general, any and all materials relating to Employer's
business, or constituting Employer's property.  Employee further
agrees that he will not, directly or indirectly, request or advise
any customers or suppliers of Employer or any of its subsidiaries
to withdraw, curtail or cancel its business with Employer or any of
its subsidiaries.  
          (e)  During the term of Employee's employment with the
Employer and for a period of one (1) year from the termination of
Employee's employment for any reason whatsoever, Employee (i) will
not directly or indirectly, in the United States, own, manage,
operate, control, or participate in as a partner, director, holder
of more than 5% of the outstanding voting shares, principal or
officer, any business in direct competition with the business of
the Employer and (ii) will not accept employment or be employed by
any such firm or corporation in any position where he would perform
services materially similar to those which he has provided for
Employer during the term hereof.
          (f)  Employee recognizes that he possesses confidential
information and trade secrets about other employees of Employer and
its subsidiaries relating to their education, experience, skills,
abilities, salary and benefits, and interpersonal relationships
with customers and suppliers of Employer and its subsidiaries. 
Employee recognizes that the information he possesses about these
other employees is not generally known, is of substantial value to
Employer in securing and retaining customers and suppliers, and was
acquired by Employee because of his business position with
Employer.  Employee agrees that during his employment hereunder,
and for a period of three (3) years thereafter, Employee shall not,
directly or indirectly, solicit or contact any employee or agent of
Employer or any of its subsidiaries, with a view to inducing or
encouraging such employee or agent to leave the employ of Employer
or any of its subsidiaries, for the purpose of being hired by
Employee, an employer affiliated with Employee, or any competitor
of Employer or any of its subsidiaries.  Employee agrees that he
will not convey any such confidential information or trade secrets
about other employees to anyone affiliated with Employee or to any
competitor of Employer or any of its subsidiaries.
          (g)  Employee acknowledges that the restrictions
contained in this Section 8 are reasonable and necessary to protect
Employer's interest in this agreement and that any breach thereof
will result in an irreparable injury to Employer for which Employer
has no adequate remedy at law.  Employee therefore agrees that, in
the event that Employee breaches any of the provisions contained in
this Section 8, Employer shall be authorized and entitled to seek
from any court of competent jurisdiction (i) a temporary
restraining order, (ii) preliminary and permanent injunctive
relief, (iii) an equitable accounting of all profits or benefits
arising out of such breach, and (iv) direct, incidental and
consequential damages arising from such breach.
          (h)  Employer and Employee have attempted to specify a
reasonable period of time, a reasonable area and reasonable
restrictions to which this Section 8 shall apply.  Employer and
Employee agree that if a court or administrative body should
subsequently determine that the terms of this Section 8 are greater
than reasonably necessary to protect Employer's interest, Employer
agrees to waive those terms which are found by a court or
administrative body to be greater than reasonably necessary to
protect Employer's interest and to request that the court or
administrative body reform this Agreement specifying a reasonable
period of time and such other reasonable restrictions as the court
or administrative body deems necessary.
          (i)  Employee further agrees that this Section 8 is an
integral part of this agreement, and that should a court fail or
refuse to enforce the restrictions contained herein in such a
manner as to effectively enjoin competitive activity, the Employer
shall recover from Employee, and the court shall award as damages
to the Employer, the consideration provided to and elected by
Employee under the terms of Section 8(a) above (or the monetary
equivalent thereof), its costs and its reasonable attorney's fees.
     9.   Modification.  This Agreement contains all the terms and
conditions agreed upon by the parties hereto, and no other
agreements, oral or otherwise, regarding the subject matter of this
Agreement shall be deemed to exist or bind either of the parties
hereto, except for a confidentiality agreement between the parties
dated February 14, 1978.  This Agreement cannot be modified except
by a writing signed by both parties.
     10.  Assignment.  This Agreement shall be binding upon
Employee, his heirs, executors and assigns and upon Employer, its
successors and assigns.
     11.  Applicable Law.  This agreement is made and entered into
in the State of South Dakota, which is also the domicile of
Employee.  The validity, interpretation, performance and
enforcement of this agreement shall be governed by the internal
laws of said State of South Dakota, without giving effect to the
conflict of laws provisions thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the day and year first above written.

                         IBP, inc.


                         By /s/ Robert L. Peterson
                            -----------------------

                  
                            /s/ Jerry S. Scott
                            -----------------------
                                 (Employee)