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 30, 2000
                 ______________________________
                           IBP, inc.

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

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

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

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

       Registrant has filed all reports required to be  filed  by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12 months, and has been subject  to  such  filing
requirements for the past 90 days.

       Disclosure  of delinquent filers pursuant to Item  405  of
Regulation S-K is contained in Part III of this Form 10-K.

       The  aggregate  market  value of the  registrant's  common
stock  held by non-affiliates (104,756,684 shares) based  on  the
New  York  Stock Exchange average bid and ask price on March  27,
2001, was approximately $2.43 billion.

       As  of  March  27,  2001, the registrant  had  outstanding
106,016,971 shares of its common stock.


                             Page 1 of 48

                                 PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

General

       IBP,  inc.,  ("IBP")  a  Delaware  corporation,  has  five
business   segments,   Beef  Carcass,  Beef   Processing,   Pork,
Foodbrands  America  and  All Other.  The  Beef  Carcass  segment
reduces  live  fed cattle to dressed carcasses and  other  allied
products, over 87% of which are sold to other IBP segments.   The
Beef  Processing segment produces fresh beef and  processed  beef
products  that are typically marketed in the form of boxed  beef.
The  Pork  segment reduces live hogs to fresh and processed  pork
products  that  are  typically sold in the form  of  boxed  pork.
Boxed  beef  and pork from the Beef Processing and Pork  segments
are  marketed mainly in the United States to grocery chains, meat
distributors,  wholesalers,  retailers,  restaurant   and   hotel
chains,  and  processors who produce cured and  smoked  products,
such  as  bacon,  ham,  luncheon meats  and  sausage  items.  The
Foodbrands America segment produces frozen and refrigerated  food
products  for the foodservice industry.  IBP's All Other  segment
includes  the Company's trucking and warehousing operations,  its
Canadian beef operations, cow boning operations (discontinued  in
March  2000)  and hide curing and tanning operations.   The  Beef
Carcass,  Beef  Processing, Pork and All Other segments  are  all
operated under IBP's Fresh Meats division, and may be referred to
as Fresh Meats Operations.

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

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

       Beef Carcass

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

       Beef Processing

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

       Pork

       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.   Six  of  the  processing
facilities are adjacent to the pork carcass facilities,  and  the
seventh  is  located  in Council Bluffs,  Iowa.   The  production

                                2

process  for  pork  is  similar to that employed  in  IBP's  Beef
Processing segment.


       Foodbrands America

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

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

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

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

       All Other

        IBP's  All Other segment includes thirteen warehouse  and
freezer  facilities located in Illinois, Iowa, Kansas,  Missouri,
Nebraska  and Texas.  The All Other segment includes IBP's  eight
hide treatment facilities and four tanning facilities located  in
Illinois,  Kansas,  Nebraska  and  Texas.   IBP's  Lakeside  Farm
Industries, Ltd. Subsidiary in Alberta, Canada, which has  cattle
feeding and beef processing operations, is also included  in  the
All  Other  Segment.  IBP's one cow boning facility  in  Nebraska
discontinued operations on March 17, 2000.  The All Other segment
also included fresh meat case ready operations in five facilities
located in Iowa, Indiana, Nebraska and Texas.

                              3

FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

       The company's businesses are classified into five business
segments:    Beef  Carcass,  Beef  Processing,  Pork,  Foodbrands
America  and  All  Other.   The contributions  of  each  business
segment to net sales and operating earnings, and the identifiable
assets  attributable to each business segment are  set  forth  in
Note   M,  "Business  Segments"  of  the  Consolidated  Financial
Statements included herein at pages F-1 through F-44.


History of IBP's Business

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

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

                                 4


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

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

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

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

Operations

       Cattle and Hog Supplies

       IBP does not currently have facilities of its own to raise
cattle  or hogs in the United States, the primary source  of  raw
material  for  its  Fresh  Meats Operations.   However,  IBP  has
entered  into  various risk-sharing and procurement  arrangements
with  producers that help secure a supply of livestock for  daily
start-up   operations   at   its  facilities.    IBP's   Canadian
subsidiary,  Lakeside,  has  cattle  feeding  facilities,   other
agricultural  divisions and a beef carcass production  and  boxed
beef  processing facility.  In 2000, Lakeside's feedlots provided
approximately  20%  of that facility's fed cattle  needs.   IBP's
main  supply of live cattle and hogs is purchased by  IBP  buyers
who  are  trained  to select high quality animals.  IBP's  buyers
purchase  cattle and hogs on a daily basis, generally a few  days
before the animals are required for processing.  Live animals are
generally held in IBP's holding pens for only a few hours.

                                 5

       Production Process - Beef Carcass

       IBP's  fed beef carcass production facilities reduce  live
fed  cattle to dressed carcass form and process allied  products.
IBP's  fed  carcass facilities operated in 2000 at  approximately
87% of their production capacities.

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

       Production Process - Beef Processing

       IBP's   beef  processing  facilities  conduct  fabricating
operations   to  produce  boxed  beef.   IBP's  beef   processing
facilities  operated  in  2000  at  approximately  83%  of  their
production capacities.

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


       Production Process - Pork

       IBP's  pork  facilities  produce  fresh  boxed  pork   for
shipment to customers, as well as pork bellies, hams and boneless
picnic  meat  for shipment to customers who further  process  the
pork  into bacon, cooked hams, luncheon meats and sausage  items.
In  2000, IBP's pork facilities operated at approximately 81%  of
their production capacity.

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


       Production Process - Foodbrands America

        IBP's  Foodbrands  America production facilities  process
fresh  beef,  fresh  pork,  and other raw  materials  into  pizza
toppings,  portion-controlled steaks and pork chops, branded  and
processed  meats,  appetizers, hors d'oeuvres,  desserts,  ethnic
foods,  soups, sauces, side dishes and pizza crusts.   Foodbrands
America's  raw  materials  are  typically  commodity  based   raw
materials,  including fresh beef and pork that can  be  purchased
from  various suppliers and manufacturers of these raw materials.
Due to variances in product mix that may be processed at a value-
added   facility,  it  is  difficult  to  estimate  a  facility's
capacity.  However, in 2000, IBP estimates the Foodbrands America
facilities  operated  at approximately 85%  of  their  production
capacity.

       Production Process - All Other

       IBP's  Lakeside Farm Industries, Ltd. subsidiary  includes
cattle  feeding,  beef  carcass production  and  beef  processing

                                   6

operations;   and   in   2000  these   operations   operated   at
approximately 100%, 83% and 83% of their production capacities.

       IBP's  cow  boning facility, which operated through  March
2000, produced beef trimmings and boneless cuts of beef that were
further  processed  by  IBP  and sold to  customers  who  produce
hamburger,  sausage  and deli meats.  While  operating  in  2000,
IBP's  cow boning facility operated at approximately 69%  of  its
production capacity.

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


Facilities

       The  corporate headquarters of IBP are located  in  Dakota
Dunes, South Dakota.  IBP believes that its plants are among  the
most modern in the world and strives to maintain and enhance  its
facilities.   Generally,  plants and additions  are  designed  by
IBP's personnel.  IBP generally considers its existing plants and
equipment  to be in excellent condition.  IBP's capital  spending
for  2001  is expected to be in the range of $235 million,  which
includes  expenditures  for environmental compliance  activities.
Its  principal  plants  as of December 30,  2000,  are  described
below.

       Beef Carcass

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

       Beef Processing

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

       Pork

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

       Foodbrands

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

                                7

       All Other

       IBP's  Canadian cattle feeding operation, fed beef carcass
production  and  processing  facility  are  located  in  Alberta,
Canada.  At  IBP's  beef  carcass  facilities,  eight  have  hide
treatment  or  tanning operations, six have cold storage  freezer
operations  and  one  has  a  tallow  refinery.   At  IBP's  pork
locations, four have cold storage freezer operations and two have
skinning  operations.   Four  of  IBP's  warehouse  and   freezer
locations  are  not located adjacent to plants, these  facilities
are  located  in  Kansas, Iowa, Illinois and Missouri.   IBP  has
fresh meat case ready operations in five locations, four of which
are  adjacent  to pork or beef processing facilities  located  in
Indiana,  Iowa, Nebraska and Texas; and the fifth is  located  in
Council  Bluffs,  Iowa.  IBP exited its cow  boning  business  in
2000.


Sales

        IBP's  customers for beef, pork and value-added  products
include   domestic   and  international  grocery   chains,   meat
distributors,    wholesalers,   retailers,    warehouse    clubs,
foodservice distributors, restaurant and hotel chains,  and  meat
processors who produce cured and smoked products, such as  bacon,
ham,  luncheon  meat  and sausage items.   Most  sales  are  made
pursuant   to  daily  orders  as  opposed  to  long-term   supply
contracts.  In each of the past three years, the largest customer
of  the  Beef  Carcass segment was IBP's other business  segments
which  purchased  at  least  87% of  the  segment's  annual  beef
production; and for Beef Processing, IBP's largest processed beef
customer accounted for less than 6% of its annual processed  beef
net sales.  For the past three years, the largest customer of the
Pork  segment  was IBP's other business segments, accounting  for
19%,  14%  and 10% of its pork net sales in 2000, 1999 and  1998.
In  each  of  the past three years, Foodbrands America's  largest
customer  accounted for less than 15% of its  annual  net  sales;
and, in each of the past three years, the largest customer in the
All  Other  segment accounted for less than 4% of its annual  net
sales.   For  the  same periods, IBP's largest customer  for  all
products  combined accounted for less than 4% of its  annual  net
sales.

       IBP  sells to international customers through foreign  and
domestic  sales offices.  In fiscal 2000, export sales  accounted
for  approximately  13%  of IBP's net sales,  which  compares  to
approximately  12%  in  fiscal  1999  and  12%  in  fiscal  1998.
International sales, which include all consolidated company sales
to   customers  outside  the  United  States,  totaled   15%   of
consolidated net sales in 2000, 1999 and 1998.

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

Distribution

       Beef Carcasses

      Most beef carcasses produced by IBP are used by IBP's Beef
Processing segment.  The carcasses are usually transferred within
the facility, or shipped by truck from slaughter plants that do


                                8

not have processing operations.  Carcasses sold to third parties
are usually shipped by truck.

       Beef Processing, Pork and All Other

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

       Foodbrands

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

Competition

       Fresh Meats - Beef Carcass, Beef Processing, and Pork

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

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

                               9

       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 that adjusts the average
daily  bid  for that individual producer.  In addition,  IBP  has
recently  introduced  an animal ultrasound  system  to  its  pork
facilities to measure the quality and other factors regarding the
profitability of a hog.  IBP believes this purchasing  system  is
one  of  the  most advanced and accurate methods for establishing
carcass values in the industry.

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

       IBP  is  the largest producer of beef carcasses and  fresh
beef  in  the  United States.  IBP believes that its two  largest
beef  competitors in 2000 were Monfort, a subsidiary of  ConAgra,
Inc.  ("ConAgra") and Excel Corporation, a subsidiary of Cargill,
Incorporated.

       IBP  is  one of the largest pork processors in the  United
States.   IBP believes that its largest pork competitors in  2000
were Smithfield Foods, Inc.; ConAgra; and Hormel Foods Corp.

       Foodbrands America

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

       All Other

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

Employees

       As  of  December  30,  2000, IBP had approximately  50,000
employees. Whenever possible, production employees are  recruited
locally and trained by IBP for specific tasks.

       IBP  considers  its relations with its  employees  at  its
plants to be good.  Approximately 14,600 hourly employees  at  23
of  IBP's  59  production  facilities are  represented  by  labor
organizations.  The labor contracts applicable  to  these  plants
expire as follows:


                                  10

                                              Contract Expiration
     Plant                 Union                      Date

Amarillo, Texas          Teamsters (1)            November 2002

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

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

Grand Rapids,            Teamsters (1)            February 2004
Michigan (3)

Manchester,              Teamsters (1)            December 2003
New Hampshire (3)

Pasco, Washington        Teamsters (1)            May 2004

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

Albuquerque, New Mexico  UFCW (2)                 January 2005

Augusta, Maine           UFCW (2)                 December 2004

Cherokee, Iowa           UFCW (2)                 March 2004

Chicago, Illinois        UFCW (2)                 July 2003

Concordia, Missouri      UFCW (2)                 June 2001

Dakota City, Nebraska    UFCW (2)                 August 2004

Detroit, Michigan        UFCW (2)                 August 2004

Grand Rapids, Michigan   UFCW (2)                 August 2003

Holly Ridge,             UFCW (2)                 April 2004
North Carolina

Holly Ridge,             UFCW (2)                 April 2004
North Carolina (3)

Jefferson, Wisconsin     UFCW (2)                 June 2002

Joslin, Illinois         UFCW (2)                 March 2006
Logansport, Indiana      UFCW (2)                 October 2003

Manchester,              UFCW (2)                 December 2004
New Hampshire

Newark, New Jersey       UFCW (2)                 December 2003

North Richland Hills,    UFCW (2)                 August 2001
Texas

Perry, Iowa              UFCW (2)                 May 2003

Ponca City, Oklahoma     UFCW (2)                 March 2004


                              11


Riverside, California    UFCW (2)                 May 2001

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

Buffalo, New York        IUOE (4)                 June 2002
_________________

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

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

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

(4)   International Union of Electrical Workers.


Regulatory Matters

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

       IBP  is  subject  to  federal, state and  local  laws  and
regulations  governing  environmental protection.  In  2000,  IBP
incurred  expenses  of  approximately  $26  million  to  maintain
compliance  with  such  regulations.  These  expenditures  relate
principally to the normal operation and maintenance of wastewater
treatment  facilities ("Wastewater Treatment Facilities"),  where
IBP  biologically  treats these wastes, and the  associated  land
application  of  wastes generated at these treatment  facilities.
Wastes  are  generated as a by-product of the animal slaughtering
and  processing operations.  Except as disclosed in Item  3,  IBP
believes   that  it  is  in  substantial  compliance  with   such
applicable  laws  and regulations and IBP is  not  aware  of  any
violations  of, or pending changes in, such laws and  regulations
that  are  likely  to  result in material penalties  or  material
increases  in  compliance  costs.  IBP incurred  $44  million  in
capital   expenditures,  primarily  related  to  its   Wastewater
Treatment  Facilities,  in fiscal 2000  and  anticipates  capital
expenditures  of  approximately $31 million in  fiscal  2001  for
environmental  projects  primarily  related  to  the   Wastewater
Treatment Facilities.

                             12

              EXECUTIVE OFFICERS OF THE REGISTRANT

                           Age at        Positions With IBP and
                         February 18,     Five-Year Employment
Name                        2001                History


Richard L. Bond              53           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


R. Randolph Devening         58           Chief Executive Officer
                                          of Foodbrands America, Inc.
                                          since 2000; 1994-2000 Chief
                                          Executive Officer and
                                          President, Foodbrands
                                          America, Inc.; Chairman of
                                          the Board, Foodbrands
                                          America, Inc. 1994 to 1997


Craig J. Hart                45           Vice President and
                                          Controller since 1995; 1993-
                                          1995 Assistant Vice
                                          President and Controller;
                                          1990-1993 Controller

Eugene D. Leman              58           Chief Executive Officer,
                                          Fresh Meats since 2000;
                                          Director Since 1989; 1995-
                                          2000 President, Fresh
                                          Meats; 1995-1997 President,
                                          Allied Group; 1986-1995
                                          Executive Vice President,
                                          Pork Division; 1981-1986
                                          Group Vice President, Pork
                                          Division


Robert L. Peterson           68           Chairman of the Board of
                                          Directors since 1981; Chief
                                          Executive Officer since
                                          1980; Director since 1976;
                                          1979-1995 President


                                13


Larry Shipley                45           Chief Financial Officer
                                          since 2000; 1997-2000
                                          President, IBP Enterprises
                                          and Chief Financial
                                          Officer; 1995-1997
                                          Executive Vice President,
                                          Corporate Development; 1995
                                          Senior Vice President,
                                          Corporate Development; 1994-
                                          1995 Assistant to the
                                          Chairman; 1989-1994
                                          Assistant to the President.


ITEM 3.  LEGAL PROCEEDINGS

      Information required by this item is set forth in Note  O
"Contingencies" of the Consolidated Financial Statements included
herein at pages F-1 through F-35.

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 2000.



                            PART II


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

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

     IBP's  Common  Stock  was  held by  approximately  4,158
stockholders  of  record at year-end 2000.  The Common  Stock  is
listed on the New York and Pacific Stock Exchanges.

                                 14


ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
Selected Financial Data
(in thousands, except per share data)

                                                  52 weeks ended
                        53 weeks   ----------------------------------------------
                         ended       Restated   Restated    Restated   Restated
                       Dec. 30,      Dec. 25,   Dec. 26,    Dec. 27,   Dec. 28,
                         2000          1999       1998        1997       1996
                                      (4)(5)       (4)        (4)         (4)
                       ----------  ----------  ----------  ----------  ----------
<S>                   <C>         <C>         <C>         <C>         <C>
OPERATIONS:
Net sales (1)         $16,949,608 $15,121,689 $13,734,773 $13,880,670 $12,951,388
Gross profit            1,036,344     995,070     737,534     471,427     443,582
Selling, general
 and administrative
 expenses                 689,462     440,474     355,564     231,669     121,848
Earnings from
 operations               346,882     554,596     381,970     239,758     321,734

Interest expense, net      88,258      67,816      57,571      44,173       3,373

Income taxes              105,971     168,913     126,432      73,837     120,719
Income before
 accounting change and
 extraordinary loss       152,653     317,867     197,967     121,748     197,642
Accounting change (2)      (2,429)       -           -           -           -
Extraordinary loss (3)    (15,037)       -        (14,815)       -           -
Net earnings              135,187     317,867     183,152     121,748     197,642
Pro forma net
 earnings (6)             137,616     317,122     184,617     121,511     197,652

                                           15

PER SHARE DATA:
Earnings per diluted share -
 Earnings before
  accounting change
  and extraordinary item    $1.40       $2.96       $1.86       $1.20       $2.06
 Accounting change (2)       (.02)        -           -           -           -
 Extraordinary loss (3)      (.14)        -          (.14)        -          -
 Net earnings                1.24        2.96        1.72        1.20        2.06

Pro forma per share data (6) -
 Earnings before
  accounting change and
  extraordinary item        $1.40       $2.95       $1.86       $1.20       $2.06
 Net earnings                1.26        2.95        1.73        1.20        2.06

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

FINANCIAL CONDITION:
Working capital         $ (53,806)  $ 148,011   $ 251,25    $ 218,400   $ 540,903

Total assets            4,426,256   4,143,557  3,313,019    2,971,512   2,174,495

Long-term obligations     658,719     789,861    761,182      635,006     260,008

Stockholders' equity    1,849,511   1,700,483  1,390,797    1,235,848   1,193,882

</TABLE>
(1) Freight charges previously netted against sales have been
    reclassified to cost of goods sold in prior years to conform with
    the current year presentation
(2) Cumulative effect of change in accounting principle, net of
    applicable income taxes.
(3) Extraordinary loss on extinguishment of debt, net of
    applicable income taxes.
(4) The financial information presented for 1996 through 1999
    has been restated for the application of variable plan
    accounting for certain stock options.  See Notes G and R for
    more detail relating to the effects of these restatements on
    1999 and 1998.  The impact of variable plan accounting
    increased (decreased) selling, general and administrative
    expense in fiscal years 1997 and 1996 by $(1.9) million and
    $1.2 million, respectively.  Net earnings were increased (decreased) by
    $1.8 million and $(1.1) million and earnings per diluted
    share by $0.02 and $(0.01), respectively, in fiscal years
    1997 and 1996.
(5) The financial information for 1999 has been restated to
    reflect adjustments for irregularities and misstatements at one
    of the company's subsidiaries and for the application of variable
    plan accounting for certain stock options.  See Note R for more
    detail relating to the effects of these restatements.
(6) Pro forma net earnings assumes the accounting change for
    the guidance in SAB 101 is applied retroactively.


                               16

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

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

     RESTATEMENTS
     ------------
           Management's discussion and analysis has been  restated  and
     expanded to reflect the following items, as described in Note R to
     the financial statements:

           DFG RESTATEMENTS:

           Following  the  third  quarter  2000,  the   company
     identified   $9.0  million  in  adjustments  that  were  necessary
     related  to  inaccuracies  at  its  DFG  subsidiary,  which   were
     reflected  in  the  company's reported results  in  its  Quarterly
     Report on Form 10-Q for the period ended September 23, 2000.  As a
     result  of  these inaccuracies, which were identified  during  the
     fourth   quarter  2000,  the  company  initiated  a  comprehensive
     internal  review  of operations, systems, processes  and  controls
     related  to  its  DFG subsidiary. These reviews and  other  issues
     raised  during  the  fourth  quarter 2000  resulted  in  recording
     certain  charges  and  adjustments,  as  discussed  below,   which
     impacted  previously reported results for the year ended  December
     25, 1999 and unaudited results for quarterly periods in 2000.

           The  accompanying discussion and analysis for 1999
     has  been revised to reflect $15.5 million of pre-tax adjustments,
     related  principally  to  overstated prepaid  expenses;  inventory
     valued   above   net  realizable  value;  uncollectible   accounts
     receivable due to customer short payments, unauthorized deductions
     and  subsequent  allowances; and underaccrual of  liabilities  for
     inventory purchases, temporary labor costs, marketing, rebates and
     commissions  at December 25, 1999.  These adjustments resulted  in
     an  $8.7  million increase in previously reported cost of products
     sold  and  a  $6.8  million  increase  in  selling,  general   and
     administrative  expenses.   The  related  tax  impact   of   these
     adjustments of $5.9 million has also been reflected.   The  impact
     of  these  adjustments reduced net earnings by  $9.6  million  and
     related  basic and diluted earnings per share by $0.10 and  $0.09,
     respectively, from amounts previously reported for fiscal 1999.

                                   17

          STOCK OPTIONS:

          The  company's  stock option plan grants officers  additional
     bonus options if the original options are exercised.  The original
     officer  options are generally issued at market price at the  date
     of  the  grant, vest over a five-year period and have  a  ten-year
     term.   The bonus options are issued at market price at  the  date
     the bonus options are granted and are exercisable after two years,
     provided  the shares acquired with the original options are  still
     owned  by the officer.  As a result of the bonus options features,
     variable  plan  accounting is appropriate for the options  granted
     under  these  provisions. Compensation expense  for  the  original
     options  has  been  revised and is now recorded over  the  vesting
     period  based on the difference between the market value  and  the
     exercise  price  at the end of each period.  Compensation  expense
     related to the bonus options is recorded based on the market value
     and  the  exercise prices over the vesting period  from  the  date
     vesting becomes probable, to the date the bonus options are vested
     and  exercisable.  Prior to the restatement, the company  followed
     fixed  accounting for these options, treating the original  grants
     and the bonus option grants as two separate grants.

          The restatement increased (decreased) compensation expense by
     ($11,991) and $10,968 in 1999 and 1998, respectively, and adjusted
     income  tax  expenses  for  the tax benefit  associated  with  the
     expense.  The change increased (decreased) net earnings by $10,824
     and  ($9,823) and earnings per diluted share by $0.11 and  ($0.09)
     in 1999 and 1998, respectively.

          SEGMENTS:

          The company previously reported two segments, Fresh Meats and
     Foodbrands America.  As a result of reconsidering the requirements
     of   Statement   of  Financial  Accounting  Standards   No.   131,
     Disclosures   about   Segments  of  an  Enterprise   and   Related
     Information,  the  company has expanded  the  number  of  segments
     disclosed.

     CHANGE IN ACCOUNTING
     --------------------

          Beginning in the first quarter 2000, the company changed its
     method  of  accounting for revenue recognition in accordance  with
     Staff  Accounting Bulletin (SAB) No. 101, Revenue  Recognition  in
     Financial Statements.  As a result of the guidance in SAB No. 101,
     the  company  will recognize revenue upon delivery  to  customers.
     Previously,  the company had recognized revenue upon  shipment  to
     customers,  in accordance with its interpretation of Statement  of
     Financial  Accounting Concepts No. 5, Revenue and  Recognition  in
     Measurement  in Financial Statements of Business Enterprises.  The
     cumulative  effect  of the change on prior  years  resulted  in  a
     charge  to  earnings of $2,429 (net of income taxes of $1,489)  or
     $.02  per share, which is included in earnings for the year  ended
     December  30,  2000.  The effect of the change on the  year  ended
     December  30,  2000 was to decrease income before  the  cumulative
     effect of the accounting change by $2,035 or $0.02 per share.  The
     pro  forma  amounts  presented  in  the  earnings  statement  were
     calculated  assuming the accounting change was made  retroactively
     to prior periods.

           For  the  53  weeks  ended December 30,  2000,  the  company
     recognized  $63,311 in revenue that was included in the cumulative
     effect  adjustment in the first quarter 2000. The effect  of  that
     revenue  in  the year ended December 30, 2000 was to increase  net
     earnings  by $2,429 (after reduction for income taxes  of  $1,489)
     during that period.

                                       18

     MERGER AGREEMENT
     ----------------

     On January 1, 2001, the IBP board of directors authorized
     IBP to terminate  the  merger  agreement  with Rawhide Holdings
     Corporation ("Rawhide") and Rawhide Acquisition Corporation and
     enter into an Agreement and Plan of Merger, dated as of January
     1,   2001  (the  "Tyson  Agreement")  with  Tyson  Foods,  Inc.
     ("Tyson").   On  March 29, 2001, Tyson announced  that  it  was
     "discontinuing" the Tyson Agreement.  Tyson alleges  they  were
     inappropriately  induced to enter the Tyson Agreement,  due  to
     the  alleged  failure to disclose comments  received  from  the
     Securities  and  Exchange Commission  ("SEC")  contained  in  a
     December  29, 2000 letter from the SEC.  This SEC letter,  they
     claim,  resulted  in  restatements  of  IBP's  financials   and
     filings.  They further claim that based upon these facts, Tyson
     has   a   right  to  rescind  the  Tyson  Agreement  and   seek
     compensation from IBP.  In the event they are unable to rescind
     the  Tyson  Agreement, Tyson claims a right  to  terminate  the
     Tyson Agreement pursuant to sections 11.01(f) and 12.01 of  the
     Tyson  Agreement.  Tyson has filed a lawsuit against  IBP  with
     allegations    consistent   with   the    foregoing,    seeking
     reimbursement of amounts advanced under the Tyson Agreement and
     other merger related expenses.


          Under the terms of the Agreement and Plan of Merger, dated
     as  of  October 1, 2000 (the "Rawhide Agreement"), by and among
     IBP, Rawhide and Rawhide Acquisition Corporation, IBP agreed to
     pay Rawhide a $59 million termination fee and reimburse Rawhide
     for up to $7.5 million of its documented out-of-pocket fees and
     expenses if the Rawhide Agreement were terminated under certain
     circumstances.   IBP became obligated to pay  such  amounts  to
     Rawhide  when  the  IBP board of directors  authorized  IBP  to
     terminate  the  Rawhide  Agreement  and  enter  into  a  merger
     agreement with Tyson.

          Pursuant  to a letter from Tyson to IBP dated  January  1,
     2001, Tyson agreed to make the $66.5 million payment to Rawhide
     on IBP's behalf on January 2, 2001.  Under the Tyson Agreement,
     by  and among IBP, Tyson and Lasso Acquisition Corporation, IBP
     is  obligated to reimburse Tyson for its $66.5 million  payment
     (as  well  as  pay  Tyson  a $15 million  termination  fee  and
     reimburse it for $7.5 million of fees and expenses) only if one
     of  the  following  occurs:   (1) Tyson  terminates  the  Tyson
     Agreement  because (a) IBP's board of directors  withdraws  its
     recommendation  of  the  merger with  Tyson  or  recommends  an
     alternative  transaction or (b) IBP fails to call a shareholder
     meeting or mail a proxy statement to its shareholders within 20
     days after the SEC declares effective the prospectus associated
     with  the  transaction; (2) IBP terminates the Tyson  Agreement
     because the IBP board of directors authorized IBP to enter into
     a  binding  written agreement with another party  concerning  a
     transaction that is superior to the transaction with Tyson;  or
     (3)  the Tyson Agreement is terminated, i) by(a) Tyson, because
     of  a  material  breach of the Tyson Agreement by  IBP  or  (b)
     either  Tyson  or  IBP,  because  either  the  merger  is   not
     consummated  by  May  31, 2001 or the IBP stockholders  do  not
     approve  the  Tyson  Agreement  at  a  duly  held  stockholders
     meeting,  and ii) at the time of such termination with  respect
     to either 3(i)(a) or (b), there is outstanding an offer by another
     party to enter into a transaction with IBP in which IBP
     shareholders would receive value in excess of $30.00 per share,
     and, iii) within six months of the termination of the Tyson
     Agreement described in 3(i)(a) or (b), IBP enters into an agreement
     for an alternative transaction.

          Management believes that Tyson does not have a valid basis
     to discontinue or terminate the Tyson Agreement between the two
     companies.   However, management and its outside  counsel  have
     not  had  the  opportunity to review and study  in  detail  the
     allegations in this lawsuit.  Therefore, it is not possible  to
     predict the ultimate outcome of this dispute at this time.

                                     19

     ACQUISITIONS
     ------------
          On May 8, 1998, the company acquired substantially all of the
     operating assets of Jac Pac Foods, Ltd ("Jac Pac").  Jac Pac, with
     facilities in New Hampshire and Nebraska, produces and sells  high
     quality, value-added beef products to a broad base of food service
     companies,  restaurants  and  supermarkets.   The  purchase  price
     consisted of $58.6 million, including liabilities assumed of $23.8
     million.  The excess of the purchase price over the fair value  of
     net assets acquired resulted in goodwill of $16.8 million.

          On  July 17, 1998, the company acquired the stock of Jordan's
     Meats.   Jordan's Meats manufactures and sells a complete line  of
     processed  meat  products to leading retailers  and  food  service
     distributors  primarily  in New England but  also  throughout  the
     United   States.   The  purchase  price  totaled  $84.6   million,
     including $11.1 million of liabilities assumed. The excess of  the
     purchase price over the fair value of net assets acquired resulted
     in goodwill of $63.7 million.

          The   company,  through  a  special  acquisition  subsidiary,
     purchased  the  assets  of the appetizer division  of  Diversified
     Foods  Group,  L.L.C. ("DFG"), on October 18, 1998.  The  Chicago,
     Illinois-based  division, which includes  a  production  plant  in
     Chicago  and  another in Newark, New Jersey, was  acquired  for  a
     purchase  price  of  $91.6  million,  which  included  liabilities
     assumed of $15.2 million.  Goodwill recorded for the excess of the
     purchase price over the value of net assets acquired totaled $65.5
     million. Additional consideration of up to $40 million is provided
     under  the  amended DFG purchase agreement contingent  on  meeting
     specified earnings targets through 2001.  The company made a  $7.8
     million  contingent payment in the second quarter 2000  which  was
     initially  recorded  as  a  purchase  price  adjustment  based  on
     incorrect  1999 fiscal earnings for DFG.  See Note T in the  Notes
     to Consolidated Financial Statements for details regarding impairment
     charges related to DFG.

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

          On April 12, 1999, the company acquired the outstanding stock
     of  H&M  Food Systems Company, Inc. ("H&M"), a producer of custom-
     formulated  pre-cooked meat products and prepared foods  with  two
     plants  in Texas. The purchase price was $134.5 million, including
     assumed  liabilities of $12.6 million.  The excess of the purchase
     price  over the fair value of the net assets acquired resulted  in
     goodwill of $75.7 million.

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

                                   20

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

          On  December 1, 1999, the company acquired substantially  all
     of  the  operating assets of Wright Brand Foods, Inc.  ("WBF"),  a
     Vernon, Texas, based processor of high quality bacon products, for
     $116.5  million,  which  included  liabilities  assumed  of   $8.7
     million.  The excess of the purchase price over the fair value  of
     the  net  assets  acquired  of $59.9  million  was  recognized  as
     goodwill.

          All  of  the consideration for the above acquisitions was  in
     cash  and  all  were  accounted for  by  the  purchase  method  of
     accounting.  Accordingly, the accompanying consolidated statements
     of  operations  include the results from the respective  dates  of
     each  acquisition.   Goodwill under these  acquisitions  is  being
     amortized on a straight-line basis over forty years.  In addition,
     the   company  identified  and  recorded  $25  million  in   other
     intangible  assets,  primarily registered  trademarks,  associated
     with  the  acquisitions.  These other intangible assets are  being
     amortized over their useful lives, generally ten to twenty years.

          On  February  7,  2000, the company acquired Corporate  Brand
     Foods America ("CBFA"), a privately held processor and marketer of
     meat  and poultry products for the retail and foodservice markets.
     In  the  transaction,  which was accounted for  as  a  pooling  of
     interests,  IBP issued 14.4 million common shares for all  of  the
     outstanding stock of CBFA.  The company also assumed $344  million
     of   CBFA's  debt  and  preferred  stock  obligations.    At   the
     acquisition date, all of the debt obligations were refinanced  and
     the  preferred  stock  was redeemed.  The companies  incurred  $31
     million or nonrecurring merger-related expenses, related primarily
     to  a  non-cash  increase in the valuation  of  CBFA's  restricted
     redeemable stock and to transaction-related fees.

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


     COMPARISON OF 2000 TO 1999

          Beef  Carcass segment 2000 operating earnings as a percentage
     of  net  sales was 1.6% compared to 1.1% in the prior  year.   The
     Beef Carcass segment's performance was above prior year levels due
     primarily to higher selling prices resulting from improved domestic
     and export demand offset by higher live cattle costs.

          Beef   Processing  segment  2000  operating  earnings  as   a
     percentage  of net sales was 1.3% compared to 2.1%  in  the  prior
     year.   Beef  Processing  operations performed  below  prior  year
     levels  due  to  less effective levels of plant utilization  along
     with  higher  raw materials costs, passed through  from  the  Beef
     Carcass segment, offset by improved domestic and export demand.

                                   21

          Pork  segment 2000 operating earnings as a percentage of  net
     sales  was  2.4%  compared  to  6.0%  in  the  prior  year.   Pork
     operations  performed below prior year levels due to  higher  live
     hog prices along with lower levels of plant capacity utilization.

          Foodbrands America had an operating loss of 1.8% of net sales
     in   2000  compared to operating earnings of 4.2% of net sales  in
     1999,  due in part to certain unusual items.  The most significant
     unusual  item  relates  to  issues with  DFG.   During  2000,  DFG
     experienced  a  pre-tax  loss  from operations  of  $100  million,
     including  impairment  charges  to  the  carrying  value  of   DFG
     aggregating $66 million.  In 1999, DFG recorded a $7 million  pre-
     tax  operating loss, as restated.  During 2000, Foodbrands America
     also  recognized $31 million in pre-tax, nonrecurring CBFA merger-
     related expense and an $11 million pre-tax provision for bad debts
     due  to a significant customer's bankruptcy. Additionally, the IBP
     Foods,  Inc.  operation, which was purchased in the third  quarter
     1999  and  consists of certain of the former Thorn  Apple  Valley,
     Inc. facilities, lost $26 million in fiscal year 2000.  Management
     expects  these  operations to be profitable in the fourth  quarter
     2001.    Higher  raw  material  and  selling  costs  for  existing
     operations also contributed to reduced operating margins in  2000.
     Excluding  the  higher  bad debt provision,  CBFA  merger  related
     costs and  the  DFG  impairment  charges, the  Foodbrands  America
     segment  earned  $48 million from operations in 2000  compared  to
     $102 million in 1999.

           DFG's  operating  results  reflect  significant  losses  and
     negative   cash   flow  (as  restated)  that   are   substantially
     attributable to irregularities, as well as mismanagement,  at  the
     DFG  level.   A  decrease  in  orders  from  major  customers,   a
     substantial increase in sales and promotional discounts, increased
     operating  costs  and  poor  demand for  new  product  lines  also
     contributed to the losses.

          In  the  All  Other  segment, 2000 operating  earnings  as  a
     percentage  of net sales were 4.5% compared to 2.1% in  the  prior
     year.   Other operations performed above prior year levels  mainly
     due  to increased capacity utilization and improved product demand
     in  the company's hide division and increased capacity utilization
     and  improved  product  demand  at  the  company's  Canadian  beef
     complex.

           Unusual items in 2000 included first quarter adjustments for
     a significant bad debt loss, nonrecurring merger-related expenses,
     cumulative  effect for change in accounting principle for  revenue
     recognition, and an extraordinary loss on extinguishment of  debt,
     which aggregated $44 million on an after tax-basis.  For the  full
     year 2000, the unusual items also included the $66 million pre-tax
     nonrecurring impairment charges associated with DFG,  $60  million
     of  which  occurred in the fourth quarter 2000.  1999 nonrecurring
     items  included,  on a pre-tax basis, $30 million  in  cow  boning
     asset write-downs in the company's All Other segment.

           The  increased 2000 Corporate expenses included in  earnings
     from  operations  were primarily attributable to  $11  million  of
     variable  stock  option  expense,  virtually  all  of  which   was
     attributable to the fourth quarter, versus a $12 million credit to
     stock option expense in 1999.

           Industry  experts predict that fed cattle supplies  will  be
     tighter  in 2001 with full year beef production down approximately
     6%.   Meanwhile,  hog  supplies in 2001  are  expected  to  be  up
     approximately 2% from 2000.

                                  22

       COMPARATIVE SEGMENT RESULTS

                                      Restated
Net Sales:                2000          1999     % Change
                       ----------   -----------  --------
  Beef Carcass         $9,133,527   $ 8,294,159     10%
  Beef Processing       8,454,357     7,907,900      7%
  Pork                  2,911,825     2,537,543     15%
  Foodbrands America    3,264,326     2,503,942     30%
  All Other             2,477,805     2,270,914      9%
  Intersegment
    elimination        (9,292,232)   (8,392,769)    11%
                       ----------    ----------
  Total               $16,949,608   $15,121,689     12%
                       ==========    ==========

Earnings from
Operations:
 Before nonrecurring
 and unusual items:
  Beef Carcass           $142,283       $91,513     55%
  Beef Processing         108,150       163,656    -34%
  Pork                     69,603       151,689    -54%
  Foodbrands America       47,780       102,370    -53%
  All Other               112,639        16,748    573%
                       ----------    ----------
 Earnings from
    segments              480,455       526,976     -9%
  Corporate               (26,307)        1,362 -2,031%
                       ----------    ----------
 Total Earnings          $454,148      $524,614    -13%
                       ==========    ==========

After nonrecurring
 and unusual items:
  Beef Carcass           $142,283       $91,513     55%
  Beef Processing         108,150       163,656    -34%
  Pork                     69,603       151,689    -54%
  Fodbrands America       (60,169)      102,370   -159%
  All Other               112,639        46,730    141%
                       ----------    ----------
    Total from
      segments            372,506       555,958    -33%
  Corporate               (25,624)        1,362 -1,981%
                       ----------    ----------
  Total Earnings         $346,882      $554,596    -37%
                       ==========    ==========

	     SALES

           Beef  Carcass segment net sales in 2000 increased  10%  over
     1999.   The increase was attributable to 9% increase in pounds  of
     beef  carcass  product sold along with a 1%  increase  in  average
     selling  prices.   Approximately 87% of  Beef  Carcass  sales  are
     intersegment  sales,  principally to the Beef  Processing  segment
     operations.

           Beef Processing segment net sales in 2000 increased 7%  over
     1999.  The increase was due to a 7% increase in selling prices  of
     beef  products  sold.   Pounds  of  beef  products  sold  remained
     relatively flat in 2000 from the prior period.

           Pork segment net sales in 2000 increased 15% over 1999.  The
     increase  was  due  to a 12% increase in selling  prices  of  pork
     products  sold along with a 3% increase in pounds of pork products
     sold.

          Foodbrands America's 2000 net sales increased 30% over  1999,
     primarily due to acquisitions made during 1999. The 1999 additions
     (Russer  Foods and H&M Foods in the second quarter, IBP Foods  and
     Wilton Foods in the third quarter and Wright Brand Foods, Inc.  in
     the fourth quarter) increased 2000 net sales by approximately $473
     million,  or  19%.   Excluding acquisitions, 2000  net  sales  for
     existing  Foodbrands' America divisions increased 12%  over  prior

                                      23

     year due to both volume increases and pricing adjustments made  in
     response to higher raw material costs experienced throughout 2000.

           Net sales in the All Other segment in 2000 increased 9% over
     1999.   The  increases in 2000 were due primarily to increases  in
     hides selling prices and volume of hides sold along with increases
     in  pounds  of  beef products sold in the company's Canadian  beef
     complex.

           Exports  reached new heights in 2000.  The company  exported
     more  product  than  ever  before,  generating  record  sales  and
     volumes.   Export  sales dollars were up 15% for the  year,  while
     export  volumes  increased 8%.  The company experienced  important
     export  gains  in the Far East.  Sales to Japan,  a  major  export
     destination,  grew by 14% in 2000, while sales to Korea  increased
     24%.   Japan  remains  IBP's largest overseas market,  and  should
     retain  that  status since further liberalization of  meat  import
     regulations is expected in 2001.  Meanwhile, revenues generated by
     exports to Mexico grew by 29% in 2000.

          COST OF PRODUCTS SOLD

          The  Beef  Carcass  segment cost of  products  sold  in  2000
     increased  10% over 1999.  Higher live cattle prices and increased
     volume  of  beef  carcass products sold were the most  significant
     factors.

          The  Beef  Processing segment cost of products sold  in  2000
     increased  8%  over  1999.   Higher raw  material  prices  passed
     through  from  the Beef Carcass segment, was the most  significant
     factor.    Volume  of  pounds  of  beef  products  sold   remained
     relatively flat from 1999 to 2000.

          Pork segment cost of products sold in 2000 increased 17% over
     1999.  Higher live hog prices along with increased volume of  pork
     products sold were the most significant factors.

          Foodbrands America's cost of products sold in 2000  increased
     34%  from  1999,  of  which  20% is  the  result  of  acquisitions
     mentioned  above.  Excluding the effect of acquisitions,  cost  of
     products sold for existing operations increased 14% from  1999  to
     2000.   The  increase  for existing operations  was  driven  by  a
     combination of higher volumes and higher raw material costs, along
     with the aforementioned DFG issues.

           In  the All Other segment, 2000 costs increased 10% from the
     comparable  1999  period.   Higher  volume-driven  raw  materials,
     passed  through  from the Pork and Beef Processing  segments,  and
     plant  costs in the company's newly formed Fresh Meats Case  Ready
     operations and higher raw material costs at the company's Canadian
     beef  complex  and hide operations, passed through from  the  Beef
     Carcass  segment, were somewhat offset by lower volume-driven  raw
     material costs and plant costs at the cow operations.  The company
     exited the cow business in the first quarter 2000.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

          Generally, higher comparable expeses in 2000 over 1999 were the
     result of higher personnel-related expeses, higher computer software,
     hardware and data communications expenses, and higher volume-related
     selling expenses.

                                   24
          The  Beef Carcass segment's 2000 expense increased  19%  over
     1999.   Higher  personnel-related  expenses  and  computer-related
     expenses were major factors in the increase.

          The Beef Processing segment's 2000 expense increased 13% over
     1999.    Higher   personnel-related   expenses,   computer-related
     expenses  and international selling expense were major factors  in
     the increase.

          Pork  segment's 2000 expense increased 13% over 1999.  Higher
     personnel-related   expenses,   computer-related    expense    and
     international selling expense were major factors in the increase.

          Foodbrands America's 2000 expense increased 69% over 1999, of
     which 16% is related to acquisitions and 24% is related to the DFG
     impairment  of  goodwill and other adjustments.  Higher  bad  debt
     expense related to a customer bankruptcy of $11 million and  year-
     to-date  merger-related  costs of $31  million  accounted  for  an
     additional  14%  of  the increase.  Higher volume-related  selling
     expenses   and  increased  personnel-related  expenses  were   the
     principal  factors  driving the remaining  15%  increase  in  2000
     versus 1999.

           All  Other  segment's 2000 expense increased 12% over  1999.
     Higher  personnel-related expenses, computer-related  expense  and
     international selling expense were major factors in the increase.

           Corporate  2000 expense increased 188% over 1999.   Variable
     stock option expense in 2000 was an $11 million charge compared to
     an  $12 million credit in 1999, based primarily on changes in  the
     company's stock price.

          INTEREST EXPENSE

          The 30% increase in 2000 net interest expense versus 1999 was
     due  primarily to 20% higher average borrowings along  with  a  4%
     increase in the company's effective borrowing rate.

          INCOME TAXES

           IBP's  effective income tax rate in 2000 increased to  41.0%
     compared  to  34.7%  in  1999.  The 2000  rate  increase  resulted
     primarily  from the effect of significant nondeductible  expenses;
     goodwill  impairment, restricted stock expense and variable  stock
     option  expense, as well as the absence of the favorable settlement
     of federal audit issues which reduced the 1999 effective rate. The
     goodwill impairment and restricted stock expense were non-recurring
     and will not impact the effective tax rate on a prospective basis.


     COMPARISON OF 1999 TO 1998

          Beef Carcass 1999 operating earnings as a percentage of net
     sales  was  1.1%  compared to 1.6% in the prior  year.   The  Beef
     Carcass segment's performance was below prior year levels  due  to
     slightly  higher live cattle costs, partially offset by  effective
     levels of plant capacity utilization.

          Beef Processing 1999 operating earnings as a percentage  of
     net  sales  was  2.1% compared to 0.0% in the  prior  year.   Beef

                                     25

     Processing  operations performed above prior year  levels  due  to
     effective  levels  of  plant  utilization  coupled  with  improved
     domestic and export demand.

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

           Foodbrands  America's 1999 operating earnings  decreased  to
     4.2%  of  net  sales  compared to 5.8%  in  1998.   Excluding  the
     negative  impact of IBP Foods, the 1999 operating margin  measured
     5.1%.  Higher 1999 raw material and selling costs were the primary
     factors that reduced margins at existing operations.

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

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

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

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

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

                                   26


     COMPARATIVE SEGMENT RESULTS

                        Restated    Restated
                          1999        1998     % Change
                       ---------   ---------    --------
Net Sales:
  Beef Carcass        $8,294,159  $7,960,254        4%
  Beef Processing      7,907,900   7,382,718        7%
  Pork                 2,537,543   2,457,357        3%
  Foodbrands America   2,503,942   1,742,158       44%
  All Other            2,270,914   2,107,859        8%
  Intersegment
    elimination       (8,392,769) (7,915,573)       6%
                       ---------   ---------
  Total              $15,121,689 $13,734,773       10%
                      ==========  ==========

Earnings from
Operations:
  Beef Carcass           $91,513    $124,322       -26%
  Beef Processing        163,656       1,651     9,813%
  Pork                   151,689     119,838        27%
  Foodbrands America     102,370      98,708         4%
  All Other               46,730      72,536       -36%
                       ---------   ---------
 Earnings from
  segments               555,958     417,055       33%
  Corporate               (1,362)    (35,085)      96%
                       ---------   ---------
  Total Earnings        $554,596    $381,970       45%
                      ==========  ==========

     SALES

               Beef Carcass segment net sales in 1999 increased 4% over
     1998.   The increase was attributable to 3% higher average selling
     prices  and  a  1%  increase in pounds  of  beef  carcasses  sold.
     Approximately  87%  of Beef Carcass sales are intersegment  sales,
     principally to the Beef Processing segment operations.

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

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

               Meanwhile, Foodbrands America's 1999 net sales increased
     44%  over 1998.  Excluding acquisitions, Foodbrands America's  net
     sales increased 9% due primarily to sales volume increases.

               Net sales in the All Other segment increased 8% over 1999
     primarily as a  result  of  increased sales volume at the company's
     Canadian beef complex.

               Export sales and pounds sold increased 9% and 6% in 1999
     compared  to  1998.   The improvement was attributable  to  a  25%
     increase in export sales in the second half of 1999, including 40%
     higher  sales  of chilled and frozen beef and pork.    Net  export
     sales accounted for 12% of 1999 and 1998 net sales.

          Japan   continues   to  be  IBP's  most  significant   export
     destination, and 1999 export dollars were up 7% over 1998 due to a
     strong  second half of 1999.  Although volumes were 8%  below  the
     prior year, the sales mix has shifted to products of higher value,
     showing   signs   of  a  stronger  economy  in   the   Far   East.
     Additionally, sales to Korea and Taiwan were up significantly over

                                    27

     1998.  Closer to home, export sales to Mexico were up 11% in  1999
     versus 1998.

          COST OF PRODUCTS SOLD

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

          The  Beef  Processing segment cost of products sold  in  1999
     increased 5% over 1998.  Higher raw material prices passed through
     from  the  Beef Carcass segment operations, as well  as  increased
     volume of beef products sold, were the most significant factors.

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

          Foodbrands  America's cost of products sold  in  1999  versus
     1998 increased 46% from 1998.  The higher costs were primarily due
     to acquisitions, although higher sales volume-related increases in
     existing  businesses and the aforementioned DFG issues  were  also
     contributing factors.

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


          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

          1999  expenses  increased 24% over 1998.  The increases  were
     chiefly  a  result  of  acquisitions, higher sales  volume-related
     selling  costs, corporate salaries, the aforementioned DFG  issues
     and consulting expense.  The increases were partially offset by  a
     $7  million  second quarter 1998 credit for export-related  harbor
     maintenance tax refunds and a $12 million credit to variable stock
     options expense in 1999 compared to an $11 million charge to stock
     options expense in 1998.

          INTEREST EXPENSE

          The 18% increase in 1999 net interest expense versus 1998 was
     due  primarily  to 24% higher average borrowings  in  1999  offset
     somewhat  by  a  lower average effective interest  rate.   Average
     borrowings and net interest expense will continue at higher levels
     in   the  foreseeable  future  because  of  additional  borrowings
     required  for  the  recent  acquisitions  and  increased   capital
     expenditures.

          INCOME TAXES

          IBP's  effective income tax rate in 1999 decreased  to  34.7%
     compared  to  39.0%  in  1998.  The 1999 rate  reduction  resulted
     primarily  from an IBP, inc. settlement with the Internal  Revenue
     Service on all audit issues related to fiscal years 1989, 1990 and
     1991.   The  settlement decreased 1999 income tax expense  by  $14
     million or $0.13 per diluted share.

                                      28


          RECENT ACCOUNTING CHANGES

                Statement  of Financial Accounting Standards  No.  133,
     Accounting for Derivative Instruments and Hedging Activities (SFAS
     133),  is  effective the first quarter of 2001,  on  December  31,
     2000.   SFAS  133  requires  that all  derivative  instruments  be
     recorded on the balance sheet at fair value.  Changes in the  fair
     value  of derivatives are recorded each period in current earnings
     or  other  comprehensive income, depending on whether a derivative
     is  designated  as  part of a hedge transaction  and,  if  it  is,
     depending on the type of hedge transaction.  For fair-value  hedge
     transactions  in  which  the company  is  hedging  changes  in  an
     asset's, liability's, or firm commitment's fair value, changes  in
     the  fair  value  of the derivative instrument will  generally  be
     offset  in the earnings statement by changes in the hedged  item's
     fair value.  For cash-flow hedge transactions in which the company
     is  hedging  the variability of cash flows related to a  variable-
     rate asset, liability, or a forecasted transaction, changes in the
     fair  value of the derivative instrument will be reported in other
     comprehensive  income.   The gains and losses  on  the  derivative
     instrument that are reported in other comprehensive income will be
     reclassified  as  earnings in the periods in  which  earnings  are
     impacted by the variability of the cash flows of the hedged  item.
     The  ineffective  portion  of all hedges  will  be  recognized  in
     current-period earnings.

          The  company estimated that, on December 31, 2000,  it  will
     record  a net-of-tax cumulative-effect-type adjustment of $13,106
     gain  in  earnings  to  recognize at fair  value  all  derivative
     instruments  that  will  be  designated  as  fair-value   hedging
     instruments.  The company expects to record an offsetting net-of-
     tax cumulative-effect-type adjustment of $13,143 loss in earnings
     to  recognize  the difference (attributable to the hedged  risks)
     between  the  carrying values and fair values of  related  hedged
     assets,  liabilities,  and firm commitments.   Additionally,  the
     company  expects  to record $78 net-of-tax loss  in  earnings  to
     reflect  the fair value of derivatives that will not  qualify  as
     hedges under FAS 133.


     LIQUIDITY AND CAPITAL RESOURCES

          The meat processing industry is characterized by significant
     working  capital requirements.  This is due largely to  statutory
     provisions  that  generally  provide for  immediate  payment  for
     livestock, while it takes IBP on average about eight days to turn
     its  product inventories and eighteen days to convert  its  trade
     receivables  to cash.  These factors, combined with  fluctuations
     in   production  levels,  selling  prices  and  prices  paid  for
     livestock, can impact cash requirements substantially on a day-to-
     day basis.  To provide cash for its working capital requirements,
     the company's credit facility (more fully described in Note C  to
     the  consolidated financial statements) provide IBP with same-day
     access  to  $950 million in potential committed borrowings.   The
     unused  portion of the committed credit line was $175 million  at
     December 30, 2000.

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

                                      29

                                         Restated
                           December      December
                             30,            25,
                             2000          1999
                           --------      --------
Working capital (in            $(54)         $148
millions)
Current ratio                 1.0:1         1.1:1
Quick ratio                   0.4:1         0.6:1
Number of days' sales in
  accounts receivable          14.2          14.7 (1)
Inventory turnover             22.2          25.3 (1)
Earnings to fixed charges       3.1           6.3


            (1)  Pro forma calculations as if SAB 101 had  been
          applied retroactively to the beginning of 1999.

          Working  capital and associated liquidity ratios at year-end
     2000  slipped  relative to the prior year  primarily  because  of
     increased  capital  spending funded primarily by  operating  cash
     flows.

          Total  consolidated outstanding borrowings  averaged  $1,453
     million  in  2000 compared to $1,200 million in 1999.  Borrowings
     outstanding  at  December  30, 2000  under  committed  facilities
     totaled $775 million.

          On  January  31,  2000, the company issued $300  million  of
     7.95%  10-year  notes  under  its $500  million  Debt  Securities
     program registered with the Securities and Exchange Commission as
     amended.  As discussed above, the net proceeds were used to repay
     existing borrowings under credit facilities.

           At  December  30,  2000,  IBP had in  place  one  committed
     revolving   credit  facility  with  $950  million  in   potential
     borrowings. This primary facility is a Nine-Month credit facility
     (the  "Nine-Month Facility"). From time to time,  IBP  also  used
     uncommitted  lines  of credit for some or all of  its  short-term
     borrowing needs.

           The  Nine-Month  Facility is a revolving  facility  with  a
     maturity date of September 20, 2001. Facility fees can vary  from
     .150  to  .200  of  1% on the total amount of the  facility.  The
     company   incurred  financing  fees  and  costs  of  $7   million
     associated  with  this credit facility, which will  be  amortized
     over the nine-month term.

          On  February 7, 2000, the company completed its merger  with
     CBFA  and,  at  the same time, refinanced all of  CBFA's  various
     existing  debt obligations, using available IBP credit facilities
     that were at more favorable terms.

          Capital  expenditures in 2000 totaled $428 million  compared
     to  $209  million in 1999.  Major projects included purchases  of
     forward  warehousing and case-ready facilities (included  in  the
     All  Other  segment), renovations of the Norfolk, Nebraska,  beef
     processing  plant,  and  various plant and distribution  facility
     expansions.   Approximately three quarters of  the  2000  capital
     spending  was  for  revenue enhancement or cost-saving  projects,
     while  the  remainder  went toward upgrades and  replacements  of
     existing equipment and facilities.

                                     30


          Management's estimate of capital spending in 2001 is in  the
     range  of $235 million, the majority of which has been designated
     for  revenue  enhancement and capacity  expansion.   The  company
     intends to fund these expenditures with operating cash flows  and
     available debt facilities.





ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISK

     Interest Rates - The company manages interest cost  using  a
mix  of  fixed and variable rate debt.  To manage this mix  in  a
cost-effective manner, the company may enter into  interest  rate
swaps  in  which  the  company agrees to exchange,  at  specified
intervals,  the  difference between fixed and  variable  interest
amounts  calculated  by  reference  to  an  agreed-upon  notional
principal amount.  These interest rate swaps effectively  convert
a  portion of the company's fixed-rate debt to variable-rate debt
or  vice  versa.   A  sensitivity analysis indicates  that,  with
respect  to  interest  rate derivative instruments  in  place  at
December  30,  2000  and  December 25, 1999,  a  100-basis  point
increase  in the applicable market interest rate would  not  have
had  a  material  impact  on  the company's  financial  position,
results of operations, or liquidity.

     Foreign  Operations - Transactions denominated in a currency
other  than the entity's functional currency are generally hedged
using  currency  forward contracts to reduce  this  market  risk.
These  transactions  primarily  involve  the  company's  Canadian
subsidiary,  which  enters  into  currency  forward  and  futures
contracts to hedge its exposures on receivables, live cattle, and
purchase   commitments  in  foreign  currencies.   A  sensitivity
analysis   indicates   that,  with  respect   to   currency-based
derivatives in place at December 30, 2000 and December 25,  1999,
a  10%  change in currency exchange rates would not  have  had  a
material  impact on the company's financial position, results  of
operations, or liquidity.

     Commodities  -  The company uses commodity futures  contracts
to hedge its forward livestock purchases which, in 2000, accounted
for  approximately 8% of its livestock purchases.   The  contract
lives  ranged from one to twelve months.  A sensitivity  analysis
indicates that, for futures contracts open at December 30,  2000,
a  10% increase in futures contract prices would increase hedging
losses by $21 million.  The comparable prior year figure was  $15
million.   Any  change in the value of the futures  contracts  is
generally  balanced by an offsetting position in the cash  market
price   of   the  delivered  livestock.   Neither  the  company's
financial  position nor its liquidity would have been  materially
impacted by the above increase in futures contract prices.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information  required  by this item  is  set  forth  in  the
Consolidated  Financial Statements included herein at  pages  F-1
through F-35.


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

            INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      The  Audit  Committee  of the Board  of  Directors  of  IBP
selected   PricewaterhouseCoopers  LLP  as   independent   public
accountants to audit the consolidated financial statements of IBP
and     its     subsidiaries    for     fiscal     year     2000.
PricewaterhouseCoopers LLP has audited IBP's financial statements
annually since 1995.

                              31

      During IBP's two most recent fiscal years there had been no
disagreements with IBP's accountants on any matter of  accounting
principles  or  practices,  financial  statement  disclosure,  or
auditing  scope or procedure, nor has the principal  accountant's
reports on IBP's financial statements for either of the past  two
years  contained  any adverse opinion or disclaimer  of  opinion,
qualification or  modification  as to uncertainty or audit scope.
The 2000 report contained a modification for a change in accounting
principle.


                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following biographical information is furnished as of  March
21,  2001, with respect to each of the nine nominees for election
as director at the annual meeting.

RICHARD L. BOND, 53                           Director since 1995

     Mr.  Bond  has  served as the President  and  Chief  Operating
Officer  of  IBP  since March 1, 1997.   Prior  to  that  he  was
President, Fresh Meats since 1995; Executive Vice President, Beef
Division since 1994; and the Group Vice President, Beef Sales and
Marketing since 1989.

JOHN S. CHALSTY, 67                           Director since 1987

     Mr.  Chalsty is Senior Advisor to Credit Suisse First  Boston,
which merged in November, 2000 with Donaldson, Lufkin & Jenrette,
Inc.  ("DLJ").  He was elected Chairman of the Board  of  DLJ  in
February,  1996.  He  served  as  Chief  Executive  Officer  from
September  1986  to February 1998.  Mr. Chalsty  also  served  as
President  of  DLJ  from  1986 to 1996, after  having  served  as
Chairman of DLJ's Capital Markets Group for more than two  years.
He  joined the firm in 1969 as an oil analyst.  He was elected to
DLJ's  Board  of  Directors in 1971 and  was  named  Director  of
Research  in  1972.   Mr.  Chalsty  was  appointed  head  of  the
Investment  Banking  Division  in  1979.   When  the   firm   was
reorganized  in January, 1984 Mr. Chalsty was named  Chairman  of
the  Capital  Markets Group. Currently, Mr.  Chalsty  is  also  a
member  of  the  Board of Directors of AXA Financial,  Occidental
Petroleum Corporation, and SAPPI Limited.  From 1990 to 1994  Mr.
Chalsty  served  as Vice Chairman of the New York Stock  Exchange
Inc.

DR. WENDY L. GRAMM, 56                        Director since 1993

    Dr. Gramm chaired the Commodity Futures Trading Commission from
1988  to  1993.  She has served as Administrator for  Information
and  Regulatory Affairs at the White House Office  of  Management
and   Budget  (OMB)  and  was  the  Executive  Director  of   the
Presidential  Task Force on Regulatory Relief.   Dr.  Gramm  also
directed the Federal Trade Commission's Bureau of Economics.  She
holds a Ph.D. in economics from Northwestern University and began
her  career  as a professor of economics at Texas A&M University.
Dr.  Gramm  is  an  economist and is Director of  the  Regulatory
Studies Program of the Mercatus Center at George Mason University
in  Fairfax, Virginia.  She serves on the Boards of Directors  of
Enron  Corporation, State Farm Insurance Companies,  and  Invesco
Funds.

                            32


JOHN J. JACOBSON, JR., 57                     Director since 1998

     Mr.  Jacobson  is  the  President of  TransAm  Trucking,  Inc.
("TransAm"), which he founded in 1987.   For a twenty year period
prior  to  1987,  Mr.  Jacobson was a  member  of  the  Board  of
Directors  and  an  Executive Vice President of  Idlewild  Foods,
Inc.,  a  holding company which controlled National Beef Packing,
Co.,  a  beef products company; Liberal International  Sales,  an
export  sales  company  of  meat  and  by-products;  and  Supreme
Feeders,  a  commercial cattle feeding operation.   Mr.  Jacobson
occupied  executive positions in all of the companies  controlled
by  Idlewild  Foods,  Inc.  In addition,  Mr.  Jacobson  was  the
President  and  founder of National Carriers, the nation's  third
largest  refrigerated carrier.  TransAm is one  of  the  carriers
that provides services to IBP, and in 2000 approximately 15.7% of
TransAm's revenues were derived from services provided to IBP.

EUGENE D. LEMAN, 58                           Director since 1989

    Mr.  Leman  has  served as the Chief Executive Officer,  Fresh
Meats  of IBP since February 1, 2000.  Prior to that he  was  the
President, Fresh Meats since 1997; the President, Allied Products
since 1995; and the Executive Vice President, Pork Division since
1986.

DR. MARTIN A. MASSENGALE, 67                  Director since 1996

     Dr.  Massengale has been President Emeritus; Director,  Center
for Grassland Studies; and Foundation Distinguished Professor  at
the  University of Nebraska since 1994.  From 1958  to  1976  Dr.
Massengale was a professor at the University of Arizona  and  the
Associate  Dean, College of Agriculture, University  of  Arizona.
From  1976  to  the  present he has been with the  University  of
Nebraska  where  he has served as a Vice Chancellor,  Chancellor,
Interim President and President of the University, a position  he
held  from  1991 to 1994.  Dr. Massengale has been named  to  the
Board of Directors of Lincoln Insurance Group, LIG, Inc., Woodmen
Accident  &  Life Company, and the Board of Managers  of  America
First Companies, L.L.C.

ROBERT L. PETERSON, 68                        Director since 1976

     Mr.  Peterson  has served as Chairman of the Board  and  Chief
Executive  Officer  of IBP since August 12, 1981.   Mr.  Peterson
joined  IBP  in  1961.   He left IBP in 1969 for a period  during
which he started a pork products company, Madison Foods, Inc.  He
returned to IBP in 1976 when IBP acquired Madison Foods, Inc.  In
1977, he was elected IBP's President and Chief Operating Officer.

MICHAEL L. SANEM, 58                          Director since 1998

     Mr. Sanem has been self-employed as a cattle feeder and private
investor  since 1994.  Prior to this, Mr. Sanem was  employed  by
Monfort of Colorado as Vice President of Slaughter, Hides and By-
Products  Operations from 1979 to 1982.  In 1982, he was promoted
to  Group  Vice  President,  and in  1987,  after  ConAgra,  Inc.
acquired Monfort, he became Monfort's Executive Vice President of
Beef  Operations.  From 1989 to 1994, Mr. Sanem was the President
and  a  director  of  Monfort,  Inc.,  and  was  responsible  for
Monfort's beef, lamb, trucking and specialty operations.

JOANN R. SMITH, 61                            Director since 1993

     Ms.  Smith  served  as Assistant Secretary for  Marketing  and
Inspection   Services  for  the  United  States   Department   of

                                  33


Agriculture  (USDA) from 1989 to 1993 and has served in  numerous
capacities in the livestock industry.  She is a former  President
of  the National Cattlemen's Beef Association and has chaired the
Cattlemen's  Beef  Promotion and Research Board.   Ms.  Smith  is
President   of   Smith  Associates,  an  agricultural   marketing
business.


     Reference  is  also  made  to the  information  regarding
executive  officers  set  forth in  "EXECUTIVE  OFFICERS  OF  THE
REGISTRANT" in Part I of this report.

     Section 16(a) Beneficial Ownership Reporting Compliance

    Section  16(a) of the Securities Exchange Act of 1934 requires
the  Company's executive officers and directors, and persons  who
beneficially own more than ten percent of a registered  class  of
the Company's equity securities, to file reports of ownership and
changes  in  ownership  with  the SEC  and  the  New  York  Stock
Exchange.   Executive officers, directors and greater  than  ten-
percent  stockholders are required by SEC regulations to  furnish
the Company with copies of all Section 16(a) forms they file.

       Based  solely  on  review  of the  copies  of  such  forms
furnished  to the Company, or written representations that  forms
were  not  required, the Company believes that during the  fiscal
year  ending  December  30, 2000 there was  compliance  with  all
Section  16(a)  filing requirements applicable to  its  executive
officers and directors.


ITEM 11.  EXECUTIVE COMPENSATION


          Information Regarding Directors' Compensation

   Officers of IBP who are also directors do not receive any  fee
or remuneration for services as members of the Board of Directors
or  of  any  committee of the Board of Directors.  Non-management
directors receive a retainer fee of $25,000 per annum, $2,500 per
annum for each committee they chair and $1,000 for each board  or
committee  meeting  that  they attend,  except  for  the  Special
Committee described below.  Non-management directors also receive
stock  options pursuant to the IBP Directors Stock  Option  Plan.
The  Special  Committee receives a fee of $1500 per meeting,  and
the  chairperson  receives  $1050 per quarter  for  chairing  the
Special Committee.


          Committees' Report on Executive Compensation

Base Salary
    The annual compensation of executive officers of IBP includes a
base  salary,  coupled with a cash bonus, which is calculated  in
accordance  with  an established formula based on  the  operating
income of IBP.  The Compensation Committee from time to time uses
outside  consultants and published compensation  survey  data  to
review  competitive rates of pay, to establish salary ranges  and
to set target base salary levels for officers.  The amount of the
employee's  base  salary is a function of the employee's  officer
position,  or  grade  level,  and  individual  performance.   The
employee's    individual   performance   is   measured    against
expectations related to budgetary performance or operating income
results and operating performance standards.

                                34

Bonus Payments
    The  annual compensation of employees participating  in  IBP's
officers'   bonus  program,  including  executive  officers,   is
dependent on overall corporate performance.  The dollar amount of
the  bonus pool from which bonuses are paid is established  as  a
percent   of  operating  income  as  adjusted  for  non-operating
expenses  such as pushdown accounting.  Target bonuses are  based
on  the  percent of increase or decrease in such operating income
from the prior year.

Stock Option Grants and Restricted Stock Awards
    IBP has stock option plans for all of its management employees
and a long-term stock plan for its officers, including executive
officers.  The purpose of the plans is to assist in securing  and
retaining  employees of ability by making it  possible  to  offer
them  an incentive, in the form of a proprietary interest in IBP,
to  join or continue in the service of IBP and to increase  their
efforts on its behalf.

    Levels for both stock option grants and restricted stock awards
are  established  by the Plans Administration  Committee  on  the
basis  of  an employee's officer position or grade level.   Stock
options are typically granted for terms of ten years and normally
become  exercisable in increments beginning after the second  and
continuing through the fifth year of the stock option  term.  The
restricted stock awards are made subject to continued employment,
generally for five years.

Corporate Performance

    In  evaluating corporate performance to establish compensation
for  fiscal year 2000, the Compensation Committee considered  the
fact that operating income for 1999 for bonus purposes was up 47%
from 1998 and net earnings per diluted share were up to $2.96  in
1999  from $1.72 in 1998.  The Compensation Committee established
a standard salary increase budget of 4%, for fiscal year 2000 for
officers.   The  budget  percentage was  based  on  the  standard
percentage increase for all management employees of the  Company.
Individual  salary increases were determined for  all  management
employees,   including   executive  officers,   based   on   each
individual's  contributions  to  operating  unit  and   corporate
performance.

Compensation of the Chairman and Chief Executive Officer

     The Compensation Committee of the Board of Directors has set
the following bonus formulas for the Chairman and Chief Executive
Officer; for fiscal year 2000:

      The  bonus  formula  for the Chairman and  Chief  Executive
Officer  for fiscal year 2000 shall be calculated by  taking  the
percentage  used to calculate the Chairman and Chief  Executive's
bonus  for  the  first one hundred million of operating  earnings
from  the  prior year (1.627 percent in fiscal 1999),  times  one
plus  the  percent of average salary increase for IBP  management
for  the  bonus  year expressed in decimal form, the  product  of
which  gives the "Derived Percentage".  The annual bonus for  the
Chairman  and  Chief  Executive  Officer  will  be  the   Derived
Percentage of the first one hundred million of operating earnings
in  2000  plus one percent of any excess over one hundred million
dollars.   Earnings  from operations for purposes  of  management
bonuses   are  calculated  prior  to  the  effects  of   pushdown
accounting and other non-recurring items;

                                 35

      The  bonus method was designed to incentivize Mr. Peterson,
with  a  performance-based bonus that was  competitive  with  the
industry  and  also allows the Company to take  a  deduction  for
federal income tax purposes.

    John S. Chalsty   Wendy L. Gramm   John J. Jacobson, Jr.
    Martin A. Massengale   Michael L. Sanem   JoAnn R. Smith



<TABLE>

                    SUMMARY COMPENSATION TABLE (1)

                                                                   LONG-TERM
                                                                 COMPENSATION
                               ANNUAL COMPENSATION                  AWARDS
                        ----------------------------------      ------------
                                                   Other
                                                   Annual   Restricted Securities   All  Other
Name  and  Principal                               Compen-    Stock    Underlying    Compen-
      Position          Year   Salary    Bonus    sation     Awards    Options      sation
                                 ($)       ($)     ($)(2)     ($)(3)       (#)         ($)(4)
-----------------      ----  ---------  ---------  ------   --------   --------     --------
<S>                    <C>   <C>        <C>        <C>      <C>        <C>          <C>
Robert L. Peterson     2000  1,000,000  5,205,853  62,599                60,000      302,023
Chairman   and         1999  1,000,000  6,316,914  51,125                     0      304,878
Chief   Executive      1998  1,000,000  4,568,006  57,566                30,000      160,486
Officer

Richard L. Bond        2000    688,532    933,053            529,968     50,000      177,989
President and          1999    555,317    853,740                             0      174,099
Chief Operating        1998    516,667    550,800                        21,000       30,243
Officer

Eugene D. Leman        2000    464,942    559,576            371,508     16,200      136,869
Chief Executive        1999    349,849    520,200                             0      133,661
Officer, Fresh Meats   1998    325,500    346,800                        12,000       19,096

Larry Shipley          2000    288,750    346,449                        12,000       35,624
Chief Financial        1999    282,292    383,240                             0       35,736
Officer                1998    289,150    260,000                        12,000       16,942

Craig J. Hart          2000    148,491     65,000            200,000      3,120       22,313
Vice President         1999     99,936    103,180                             0       21,131
and Controller         1998     92,083     70,000                         3,120        5,403

R. Randolph Devening (5)
President & Chief      2000    760,000     50,000                         6,000      109,882
Executive Officer,     1999    728,000    728,000                        10,000       35,999
America, Inc.          1998    700,000  1,217,650                             0       35,700

</TABLE>
_______________________________
(1) No other types of compensation required to be reported in the
table  were  paid  or were payable to any of the named  executive
officers  and,  therefore, the column which the  SEC  regulations
created  to  report "Long-Term Incentive Plan Payouts"  has  been
deleted from the table.  IBP has not granted any SARs pursuant to
the IBP 1993 Stock Option Plan and 1996 Stock Option Plan and has
therefore  removed  SARs  from the  columns  of  this  table  and
reported only options.
(2)  Except for Mr. Peterson, the perquisites and other  personal
benefits  provided to the executive officers do  not  exceed  the
threshold  established by the SEC and are  not  reported  in  the
table.  The  other annual compensation reported for Mr.  Peterson
consists  of  perquisites  provided  by  the  Company.   For  the
perquisites  reported  in  2000,  $29,201  of  this   amount   is

                                 36

attributable  to  Company  automobile  expenses  and  $28,231  is
attributable to Mr. Peterson's personal use of Company aircraft.
(3) Restricted stock was granted to certain officers pursuant  to
the IBP Officer Long-Term Stock Plan.  The shares vest five years
from  the date of grant contingent upon continued employment with
IBP.   Early  vesting may occur pursuant to the Plan's provisions
due  to  events such as death or total disability.  The value  of
the shares on the date of grant is listed for the named executive
officers  in the Summary Compensation Table.  Under certain  past
grants,  and  certain  future grants to executive  officers,  the
Company  is  obligated to pay the executive  officer's  mandatory
minimum Federal tax withholdings and Medicare tax portion of  the
Federal  Insurance Contribution Act upon vesting and  receipt  of
the  shares.  Dividends paid on the restricted stock are used  to
purchase  additional shares of restricted stock pursuant  to  the
provisions  of  the  Plan.   These  additional  shares  are  then
credited  to  an  officer's  award.   The  number  of  shares  of
restricted Common Stock in each named officer's account  pursuant
to the IBP Officer Long-Term Stock Plan on December 30, 2000, and
the aggregate fair market value of the shares based upon a fiscal
year-end closing price of $26.75 per share, were as follows:  Mr.
Peterson - 101,443 shares valued at $2,713,600; Mr. Bond - 46,641
shares valued at $1,247,647; Mr. Leman - 33,106 shares valued  at
$885,586; Mr. Shipley -14,104 shares valued at $377,282; and Mr.
Hart - 7,767 shares  valued at $207,767.
(4)   All   Other  Compensation  includes  1998  profit   sharing
contributions  made  by  the Company  into  the  named  officer's
account  in  the  IBP  Retirement Income  Plan  ("RIP")  and  the
matching contributions made by the Company in 1999 and 2000.  The
matching contribution attributable to each named officer for 2000
is  as follows:  Mr. Peterson - $58,500; Mr. Bond - $20,656;  Mr.
Leman  -  $13,948; Mr. Shipley - $0; and Mr. Hart - $4,257.   The
profit  sharing  and  employer matching  amounts  contributed  by
Foodbrands  America,  Inc.  ("Foodbrands")  into  Mr.  Devening's
401(k)  account  in  2000,  and which are  attributable  to  IBP,
equaled  $6,193.   All  Other  Compensation  also  reports   life
insurance  premiums  paid by the Company for the  named  officer.
The  amount  of insurance premiums paid by the Company  for  each
named  officer  in 2000, and any cash surrender value  the  named
officer  is  entitled  to under a policy,  is  as  follows:   Mr.
Peterson  - $243,523; Mr. Bond -  $157,333; Mr. Leman - $122,921;
Mr.  Shipley - $35,624; and Mr. Hart - $18,056.  Foodbrands  paid
$103,689 in life insurance premiums for Mr. Devening in 2000 that
is attributable to IBP.
(5)  Mr. Devening is the President and Chief Executive Officer of
Foodbrands America, Inc. ("Foodbrands"), a subsidiary of IBP.

Employment Contracts

  Except for Mr. Peterson, IBP has employment agreements with all
of its executive officers, including Messrs. Bond, Leman, Shipley
and  Hart.   Each agreement is for a term of five years,  Messrs.
Bond's  and  Leman's  commenced February 1, 2000;  Mr.  Shipley's
commenced  August 18, 1997 and Mr. Hart's commenced December  26,
2000.   Each provides for a one-year non-compete obligation  from
the  employee following the termination of employment  with  IBP.
The  agreements provide for, among other things, a  minimum  base
salary  and participation in IBP employee benefit plans including
specifically  stock options and the IBP Officer  Long-Term  Stock
Plan  as  an  incentive to an employee's long term commitment  to
IBP.   For  the four IBP executive officers named in the  Summary
Compensation  Table who currently have employment contracts,  the
minimum  base  salaries  are: Mr. Bond - $700,000;  Mr.  Leman  -
$475,000; Mr. Shipley - $250,000; and Mr. Hart - $180,000.  While
the  agreements terminate by their terms after five years, either
party  to an agreement has the right to terminate it, subject  to
the non-compete obligation, upon one year's notice.

                                 37


   In February of 2001, the IBP board of directors authorized and
approved a severance plan for certain IBP officers that will only
go into effect if the merger with Tyson is consummated.  The IBP,
inc.  Officer  Special Severance Plan (the "Officer Plan")  would
provide  severance benefits to certain officers of IBP or certain
subsidiaries  upon termination of their employment under  certain
circumstances  if  such termination occurred  during  the  period
commencing  upon  a change of control of IBP of (the  "Change  of
Control")  and  ending  on September 30, 2002.   Each  terminated
officer qualifying for severance benefits would receive severance
pay  equal to the sum of (i) 1.5 times such officer"s annual base
salary  in  effect on the date of termination or on the effective
date  of  the Change of Control, whichever is greater, plus  (ii)
the  amount of such officer's average annual bonus for the  three
consecutive  performance  periods  ending  immediately  prior  to
termination.   In addition, each such officer would become  fully
vested in any shares of restricted IBP stock issued prior to  the
effective  date of the Change of Control, and would be  entitled,
under  certain circumstances, to have IBP reimburse such  officer
for  the  cost  of COBRA for the officer and his or her  eligible
dependents.  IBP does not have any other termination or change of
control  plans or contracts with any of its employees, except  as
provided  for  in the IBP 1987 Stock Option Plan,  the  IBP  1993
Stock  Option Plan, the 1996 Stock Option Plan, the  IBP  Officer
Long-Term Stock Plan and the 1996 Officer Long-Term Stock Plan.

   Mr.  Devening's agreement commenced on August 2, 1994 and  was
amended  on December 31, 1996.  The minimum base salary  for  Mr.
Devening is $700,000, and in addition Mr. Devening is entitled to
an  annual  bonus based on Foodbrands obtaining target goals  for
earnings  before  interest  and taxes ("EBIT").   Mr.  Devening's
agreement  also contains a non-compete obligation  in  which  Mr.
Devening  agrees not to compete for a period of twenty-four  (24)
months after termination, and in return he will receive a payment
of  $1  million  dollars distributed over such twenty-four  month
period.  In addition, Mr. Devening's employment agreement  and  a
stay bonus agreement call for Foodbrands to make certain payments
to  Mr. Devening due to the change of control which occurred upon
IBP's acquisition of Foodbrands.


<TABLE>
                       OPTION GRANTS TABLE

                    Option Grants in 2000 (1)

                                                                      Potential Realizable
                                                                     Value  at Assumed Annual
                                                                      Rates  of  Stock Price
                                                                         Appreciation For
                        Individual Grant                             Option  Term  (10 years)
              -----------------------------------------------------  -----------------------
                 Number of      Percent of
                 Securities     Total Options
                 Underlying     Granted       Exercise
                 Options        to Employees  or Base
                 Granted        in Fiscal     Price        Expiration
Name               (#)(2)          Year(%)   ($/share)        Date       5%($)    10%($)
-----            --------       --------      ---------    --------     -------  ---------
<S>               <C>           <C>           <C>          <C>          <C>      <C>
Robert L. Peterson 60,000        6.24%         12.9375      2/18/10     487,950  1,237,350
Richard L. Bond    50,000        5.20%         12.9375      2/18/10     406,625  1,031,125
Eugene D. Leman    16,200        1.68%         12.9375      2/18/10     131,747    334,085
Larry Shipley      12,000        1.25%         12.9375      2/18/10      97,590    247,470
Craig J. Hart       3,120         .32%         12.9375      2/18/10      25,373     64,342
R. Randolph         6,000         .62%         12.9375      2/18/10      48,795    123,735
Devening

</TABLE>
______________________
(1)   All options were granted pursuant to the 1996 Stock
Option  Plan.  IBP has not granted any SARs pursuant to the  1996
Stock  Option Plan, and has therefore removed SARs from the title
and columns of this table and has reported only options.
(2)   The options are granted for terms of ten years and
become  exercisable in increments beginning after the second  and
continuing  through  the  fifth year of  the  option  term.   All
options  are  priced at the fair market value of the  IBP  Common
Stock on the effective date of the grant.


<TABLE>

                                           38

  AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES TABLE

                 Aggregated Option Exercises in 2000
                 and 2000 Year-End Option Values (1)



                   Shares
                  Acquired                 Number of Securities          Value of Unexercised
                     On       Value       Underlying Unexercised        In-The-Money Options
                  Exercise   Realized   Options at 2000 Year-End (#)     at 2000 Year-End ($)
                                        --------------------------   --------------------------
      Name           (#)       $        Exercisable  Unexercisable   Exercisable  Unexercisable
                   ------    ------     -----------  -------------   -----------  -------------
<S>                <C>       <C>        <C>          <C>             <C>          <C>
Robert L. Peterson                         294,000       126,000       2,887,125     1,378,500
Richard L. Bond                            114,308       103,712         937,436     1,090,911
Eugene D. Leman (2) 4,000    53,000         93,294        51,906         912,775       532,863
Larry Shipley(2)      420     5,410         48,860        38,800         308,841       384,000
Craig J. Hart(2)    1,726    14,319         22,906         9,984         161,489       100,269
R. Randolph                                      0        22,000               0       209,250
Devening

</TABLE>
______________________
(1) IBP has not granted any SARs pursuant to the  IBP
1993  Stock  Option  Plan and 1996 Stock  Option  Plan,  and  has
therefore  removed SARs from the title and columns of this  table
and has reported only options granted.
(2) The shares acquired on exercise by Mr. Leman, Mr. Shipley
and  Mr. Hart were held by them.  For the value realized, IBP has
reported the product of the number of shares exercised times  the
difference between the closing price of IBP Common Stock  on  the
date of exercise and the option exercise price.

                        PERFORMANCE GRAPH

  The following performance graph compares the registrant's stock
performance  over the past five years against the performance  of
both an equity market index and a peer group index that cover the
same five year period.







                            IBP, inc.
         Comparison of Five Year Cumulative Total Return
          IBP, inc., S&P 500 Index and S&P 400 Index (1)


            1995       1996       1997      1998        1999      2000
            ----       ----       ----      ----        ----      ----
IBP, inc. $100.00     $96.42    $ 83.61    $115.85     $71.05    $108.50
S&P 500    100.00     125.08     160.30     211.97     252.18     227.51
S&P 400    100.00     124.37     156.39     211.99     260.48     216.78


(1) Assumes $100 invested on December 29, 1995 in IBP, inc. Common
Stock, the S&P 500  Index, and  the S&P 400 Index.  Each of the three
measures of cumulative total return assumes reinvestment of dividends.

                                   39


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

   As  of  March  21,  2001,  to  the  knowledge  of  IBP,  no  person
beneficially  owned 5% or more of any class of the outstanding  voting
securities of IBP, except as follows:

                                          Amount and Nature
               Name and Address of         of Beneficial       Percent of
Title of Class Beneficial Owner             Ownership (#)       Class(%)
--------------  -----------------------  -------------------   ----------
Common Stock     Archer-Daniels-Midland      12,951,400 (1)       12.22%
                     Company ("ADM")
                 4666 Fairies Parkway
                 Decatur, IL  62526
Common Stock     Brandes Investment           9,633,297 (2)        9.09%
                     Partners, L.P.
                 12750 High Bluff Drive
                 San Diego, CA  92130
__________________
(1)  ADM has sole investment power over 12,951,400 shares, and sole
  voting  power over 12,951,400 shares, according to its Schedule
  13D  dated  October 3, 2000, and filed with the Securities  and
  Exchange Commission ("SEC").
(2)    Brandes  Investment  Partners,  L.P.;  Brandes  Investment
  Partners,  Inc.;  Brandes Holdings, L.P.; Charles  H.  Brandes;
  Glenn  R.  Carlson; and Jeffrey A. Busby have shared investment
  power  over  9,633,297  shares, and shared  voting  power  over
  9,633,297  shares, according to the Schedule 13D dated  October
  27,   2000,   and  filed  with  the  Securities  and   Exchange
  Commission.


                              40


                SECURITY OWNERSHIP OF MANAGEMENT

    The  following  table  sets forth,  as  of  March  29,  2001,
beneficial ownership of IBP Common Stock, the sole class  of  IBP
stock, for each director of IBP, for each executive officer named
in  the  Summary  Compensation Table and for  all  directors  and
executive officers (including those executive officers not  named
in  the  Summary Compensation Table, if any) of IBP as  a  group.
Unless  otherwise indicated, the persons named  below  have  sole
voting  and  investment power with respect to  the  Common  Stock
shown as beneficially owned by them.

                                            Amount and
                                             Nature of
                                            Beneficial    Percent of
Name of Beneficial Owner - Position          Ownership       Class
with IBP                                        (#)(1)      (%)(2)
-------------------------------------       ----------    ----------
Richard L. Bond - Director and                 128,990         *
Executive Officer
John S. Chalsty - Director                      10,400         *
R. Randolph Devening - Executive                 4,000         *
Officer
Wendy L. Gramm - Director                        5,400         *
Craig J. Hart - Executive Officer               28,723         *
John J. Jacobson, Jr. - Director                13,100         *
Eugene D. Leman - Director and                 166,417         *
Executive Officer
Martin A. Massengale - Director                  2,775         *
Robert L. Peterson - Director and              761,002         *
Executive Officer
Michael L. Sanem - Director                     61,100         *
Larry Shipley - Executive Officer               71,380         *
JoAnn R. Smith - Director                        7,000         *
All Directors and Executive Officers         1,260,287       1.19%
As A Group (12 Persons)
__________________
(1)This number includes stock options granted pursuant to the IBP
  1987  Stock  Option Plan, the IBP 1993 Stock Option  Plan,  the
  1996  Stock  Option  Plan  and the IBP Directors  Stock  Option
  Plan,  and  which  are exercisable as of  March  30,  2001,  or
  within  60  days  thereafter: Mr.  Bond  120,640;  Mr.  Chalsty
  5,400;  Mr.  Devening 4,000; Dr. Gramm 5,400; Mr. Hart  22,906;
  Mr.  Jacobson  1,100; Mr. Leman 95,200; Dr.  Massengale  1,700;
  Mr.  Peterson 294,000; Mr. Sanem 1,100; Mr. Shipley 48,860; and
  Ms. Smith 3,200.
 (2)Individually,   the   executive   officers   and    directors
  beneficially own less than 1% of IBP's Common Stock.

                                 41


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 Information Regarding the Board of Directors and its Committees

   The  Board  of  Directors has established an Audit  Committee,
Compensation    Committee,   Executive   Committee,    Nominating
Committee, Plans Administration Committee and a Special Committee
for the purpose of the pending merger of the Company.

   The  Board  of Directors met six times during the 2000  fiscal
year. All directors attended at least 75 percent of the Board  of
Directors meetings. All directors attended at least 75 percent of
the committee meetings for which they were eligible.

   The Executive Committee, during the intervals between meetings
of  the Board of Directors, exercises all powers of the Board  of
Directors,  except  as otherwise provided  by  law  and  the  IBP
Bylaws.   The  members of the Executive Committee  currently  are
Messrs.  Peterson  (Chairman), Bond, and  Leman.   The  Executive
Committee  met or acted by written consent sixteen  times  during
2000.

   The  Audit  Committee selects the firm of  independent  public
accountants  to  audit the financial statements of  IBP  and  its
consolidated  subsidiaries, subject to approval of the  Board  of
Directors; discusses with the independent public accountants  the
scope  and results of their audit; discusses with the independent
public  accountants,  and  with  the  management  of  IBP,  IBP's
financial,  accounting  and reporting  principles,  policies  and
practices; discusses with the independent public accountants, and
with  the  Controller of IBP and his staff, the adequacy  of  the
corporation's  accounting, financial and operating controls;  and
reports  to  the Board of Directors.  The members  of  the  Audit
Committee  currently are Dr. Massengale (Chairman), Mr.  Chalsty,
Dr.  Gramm,  Mr.  Jacobson, Mr. Sanem and Ms. Smith.   The  Audit
Committee held four meetings during 2000.

   The  Compensation Committee reviews and approves  compensation
arrangements, including annual incentive awards, for officers  of
IBP.  The members of the Compensation Committee currently are Mr.
Chalsty (Chairman), Dr. Gramm, Mr. Jacobson, Dr. Massengale,  Mr.
Sanem and Ms. Smith.  The Compensation Committee held one meeting
during 2000.

  The Nominating Committee makes recommendations as to candidates
for  election  to the Board of Directors and their qualifications
to  fill  board vacancies in connection with proposed  slates  of
nominees  for  directors  for  whose  election  proxies  will  be
solicited  by  the Board of Directors.  The Nominating  Committee
will  consider properly submitted recommendations of stockholders
if  the  recommendation is submitted pursuant to  the  procedures
previously  outlined.  The  members of the  Nominating  Committee
currently are Dr. Gramm (Chairperson), Mr. Chalsty, Mr. Jacobson,
Dr.   Massengale,  Mr.  Sanem  and  Ms.  Smith.   The  Nominating
Committee held one meeting during 2000.

   The  Plans Administration Committee administers the restricted
stock and employee stock option plans of IBP.  The members of the
Plans   Administration   Committee  currently   are   Ms.   Smith
(Chairperson),  Mr.  Chalsty,  Dr.  Gramm,  Mr.   Jacobson,   Dr.
Massengale,  and  Mr.  Sanem,  none  of  whom  are  eligible  for
selection   as   participants  in   these   plans.    The   Plans
Administration  Committee  (including  sub-committees)  held  one
meeting during 2000.

                                 42

  The Special Committee was established by the Board of Directors
to  make  recommendations with respect to  the  proposal  by  DLJ
Merchant  Banking Partners III, Inc. to acquire IBP, as  well  as
with  respect to other such proposals, including the Tyson Foods,
Inc.  proposal.   The members of the Special Committee  currently
are  Ms.  Smith  (Chairperson),  Dr.  Gramm,  Mr.  Jacobson,  Dr.
Massengale and Mr. Sanem.  The Special Committee held 36 meetings
during 2000.

 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
                     COMPENSATION DECISIONS

   The  members  of  the Compensation Committee are  Mr.  Chalsty
(Chairman),  Dr. Gramm, Mr. Jacobson, Dr. Massengale,  Mr.  Sanem
and Ms. Smith.



                                 PART IV


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

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

        1. Consolidated Financial                      Location
           Statements

           Report of Independent Accountants        Page F-2 of this
                                                    report

           Consolidated Statements of Earnings      Pages F-5 and F-6
                                                    of this
                                                    report
           Consolidated Balance Sheets              Page F-4 of this
                                                    report

           Consolidated Statements of Cash Flows    Page F-9 of
                                                    this report
           Consolidated Statements of Changes in    Pages F-7 and
           Stockholders' Equity and Comprehensive   F-8 of this report
           Income


           Notes to Consolidated Financial          Pages F-10 through
           Statements                               F-44 of this report


        2. Financial Statement Schedules


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

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

                                           43


          3. Reports on Form 8-K

     On  October  2,  2000, the Company filed a  report  on  Form  8-K
announcing the signing of an agreement for the proposed merger of
IBP with Rawhide Acquisition Corporation.  Attached to the report
was the Company's press release of the proposed merger and a copy
of  the  Agreement and Plan of Merger.  On November 3, 2000,  the
Company  filed  a  report  on Form 8-K,  which  was  subsequently
amended  by  a Form 8-K/A filed on March 12, 2001.   This  report
discussed the acquisition of Corporate Brand Foods America, Inc.,
which  was accounted for as a pooling of interests.  Attached  to
the report were selected consolidated financials.  The reports on
Form  8-K  dated October 2, 2000 and November 3,  2000,  and  the
report on Form 8-K/A dated March 12, 2001 are hereby incorporated
by reference.


          4.  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 25, 1999, File No.
               1-6085).

     10.1*     Registration Rights Agreement between IBP and
               the  holders  of restricted shares of  IBP  Common
               Stock (the holders received such restricted shares
               in  exchange for common shares of CBFA in the CBFA
               acquisition)  (filed as Exhibit No.  10.1  to  the
               Annual  Report on Form 10-K of IBP for the  fiscal
               year ended December 25, 1999, File No. 1-6085).

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

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

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

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

                                         44


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

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

     10.5.6*   1996  Officer  Long-Term Stock Plan  (Compensatory
               Plan)  (filed as Exhibit No. 10.5.6 to the  Annual
               Report  on  Form 10-K of IBP for the  fiscal  year
               ended December 28, 1996, File No. 1-6085).

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

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

     10.21     $950,000,000  Nine-Month  Credit  Agreement
               (Revolving  Credit Facility) dated as of  December
               20,  2000,  between IBP, inc. and various  lenders
               with  Bank of America, N.A. as syndication  agent,
               U.S.  Bank  National Association as administrative
               agent, and Bank of America Securities LLC as  sole
               lead arranger and book manager.


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

     10.25     Employment  Agreement,  effective  as   of
               February 1, 2000, between IBP and Richard L.  Bond
               (Management Contract).

     10.26     Employment  Agreement,  effective  as   of
               February 1, 2000, between IBP and Eugene D.  Leman
               (Management Contract).

     10.27     Employment  Agreement,  effective  as   of
               December 26, 2000, between IBP and Craig  J.  Hart
               (Management Contract).

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

     21.       Subsidiaries of IBP, inc. as of December 30, 2000.

     22.*      Matters submitted to vote of security holders
               (filed  as Item 4 to the Quarterly Report on  Form
               10-Q  for  the 39 weeks ended September 23,  2000,
               File No. 1-6085).

                                       45

     23.1      Consent  of  Independent Public  Accountants
               (PricewaterhouseCoopers LLP).

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

  (b) Reports on Form 8-K

      Not Applicable

  (c) Other Matters



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

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




                                46





                                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:  March 30, 2001



        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                                  3/30/01
-----------------------    Chairman of the Board      ------------
Robert L. Peterson         and Chief Executive
                           Officer (principal
                           executive officer)

/s/ Larry Shipley                                       3/30/01
---------------------      Chief Financial            ------------
Larry Shipley              Officer (principal
                           financial officer)

/s/ Craig J. Hart                                       3/30/01
---------------------      Vice President and         ------------
Craig J. Hart              Controller


/s/ Richard L. Bond                                     3/30/01
---------------------      Director                   ------------
Richard L. Bond



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


/s/ Wendy L. Gramm                                      3/29/01
---------------------      Director                   ------------
Wendy L. Gramm


                                    47

Signature                  Title                          Date

/s/ John J. Jacobson, Jr.                               3/29/01
-------------------------  Director                   ------------
John J. Jacobson, Jr.

/s/ Eugene D. Leman                                     3/30/01
-------------------------  Director                   ------------
Eugene D. Leman

/s/ Michael D. Sanem                                    3/30/01
-------------------------  Director                   ------------
Michael L. Sanem

/s/ Martin A. Massengale                                3/29/01
-------------------------  Director                   ------------
Martin A. Massengale

/s/ JoAnn R. Smith                                      3/29/01
-------------------------  Director                   ------------
JoAnn R. Smith



                                     48










                        IBP, inc. and SUBSIDIARIES

                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                        PAGE

IBP, Inc. and Subsidiaries:

Independent Auditors' Reports and Managements'
  Report on Financial Statement Integrity               F-2 to F-3

Consolidated Balance Sheets as of December 30, 2000
  and December 25, 1999                                 F-4

Consolidated Statement of Earnings for the Years
  ended 2000, 1999, and 1998                            F-5

Consolidated Statements Of Changes In Stockholders'
  Equity And Comprehensive Income for the Years
  ended 2000, 1999, and 1998                            F-6 to F-7

Consolidated Statements of Cash Flows for the Years
  ended 2000, 1999, and 1998                            F-8 to F-9

Notes to Consolidated Financial Statements              F-10 to F-37

Schedule II - Valuation and Qualifying Accounts
                 and Reserves                           S-1
                               F-1

                     REPORT OF INDEPENDENT ACCOUNTANTS

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

           In our opinion, the accompanying consolidated balance sheets
     and  the  related consolidated statements of earnings, changes  in
     stockholders' equity and comprehensive income, and of  cash  flows
     present  fairly, in all material respects, the financial  position
     of  IBP,  inc.  and  its  subsidiaries at December  30,  2000  and
     December  25, 1999, and the results of their operations and  their
     cash  flows  for  each  of the three years  in  the  period  ended
     December  30,  2000,  in  conformity  with  accounting  principles
     generally  accepted in the United States of America.  In addition,
     in  our opinion, the financial statement schedule presents fairly,
     in  all material respects, the information set forth therein  when
     read  in  conjunction  with  the  related  consolidated  financial
     statements.    These  financial  statements  and   the   financial
     statement   schedule  are  the  responsibility  of  the  Company's
     management; our responsibility is to express an opinion  on  these
     financial statements and the financial statement schedule based on
     our   audits.    The   consolidated  financial   statements   give
     retroactive effect to the merger of Corporate Brand Foods America,
     Inc.  ("CBFA") on February 7, 2000 in a transaction accounted  for
     as  a  pooling  of  interests,  as described  in  Note  L  to  the
     consolidated  financial statements.  We conducted  our  audits  of
     these  statements in accordance with auditing standards  generally
     accepted  in the United States of America, which require  that  we
     plan  and  perform the audit to obtain reasonable assurance  about
     whether   the   financial  statements   are   free   of   material
     misstatement.   An  audit includes examining,  on  a  test  basis,
     evidence  supporting the amounts and disclosures in the  financial
     statements,   assessing  the  accounting   principles   used   and
     significant  estimates  made  by management,  and  evaluating  the
     overall  financial statement presentation.  We  believe  that  our
     audits provide a reasonable basis for our opinion.

          As indicated in Note R, the Company has restated its 1999 and
     1998   financial  statements  with  respect  to  certain   matters
     involving  its subsidiary, DFG, to apply variable plan  accounting
     to   certain  stock  options  and  to  provide  expanded   segment
     disclosures.

           As  discussed  in  Note  S  to  the  consolidated  financial
     statements,  the Company changed its method of revenue recognition
     in fiscal 2000.

     PricewaterhouseCoopers LLP
     Omaha, Nebraska
     March 19, 2001, except as to
     Note U, for which the date
     is March 29, 2001


                                     F-2












           REPORT ON FINANCIAL STATEMENT INTEGRITY BY MANAGEMENT

     To our Stockholders:

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

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

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

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

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

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

     Most sincerely,

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

                                  F-3

                        IBP, inc. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
              (In thousands, except share and per share data)
                                                                 Restated
                                                   December      December
                                                      30,           25,
                                                     2000          1999
                                                  ----------    ----------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                       $   29,970    $   32,865
  Accounts receivable, less allowance for
    doubtful accounts of $19,898 and $21,352         673,485       849,679
  Inventories (Note B)                               873,544       615,192
  Deferred income tax benefits (Note E)               67,343        63,426
  Prepaid expenses                                    21,252        19,566
                                                   ---------     ---------
    TOTAL CURRENT ASSETS                           1,665,594     1,580,728
                                                   ---------     ---------
PROPERTY, PLANT AND EQUIPMENT, at cost:
  Land and land improvements                         127,884       124,053
  Buildings and stockyards                           760,211       694,212
  Equipment                                        1,538,120     1,373,054
                                                   ---------     ---------
                                                   2,426,215     2,191,319
  Accumulated depreciation and amortization       (1,089,775)     (960,391)
                                                   ---------     ---------
                                                   1,336,440     1,230,928
  Construction in progress                           294,334       131,837
                                                   ---------     ---------
                                                   1,630,774     1,362,765
                                                   ---------     ---------
OTHER ASSETS:
  Goodwill, net of accumulated amortization
    of $221,160 and $189,395 (Note T)                961,340     1,054,839
  Other                                              168,548       145,225
                                                   ---------     ---------
                                                   1,129,888     1,200,064
                                                   ---------     ---------
                                                  $4,426,256    $4,143,557
                                                   =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses (Note D)  $  807,177    $  736,242
  Notes payable to banks (Note C)                    775,000       542,060
  Federal and state income taxes                      78,016       135,620
  Deferred income taxes (Note E)                       1,216         3,361
  Other                                               57,991        15,434
                                                   ---------     ---------
    TOTAL CURRENT LIABILITIES                      1,719,400     1,432,717
LONG-TERM OBLIGATIONS (Notes C and F)                658,719       789,861
DEFERRED CREDITS AND OTHER LIABILITIES:
  Deferred income taxes (Note E)                       7,491         8,366
  Other                                              191,135       167,566
                                                   ---------     ---------
                                                     198,626       175,932
                                                   ---------     ---------

REDEEMABLE STOCK (Note Q):                              -           44,564
                                                   ---------     ---------

STOCKHOLDERS' EQUITY (Note Q):
  Common stock                                         5,450         4,964
  Additional paid-in capital                         443,388       404,463
  Retained earnings                                1,481,004     1,358,971
  Accumulated other comprehensive income             (11,261)       (8,600)
  Treasury stock, at cost                            (69,070)      (59,315)
                                                   ---------     ---------
    TOTAL STOCKHOLDERS' EQUITY                     1,849,511     1,700,483
                                                   ---------     ---------
                                                  $4,426,256    $4,143,557
                                                   =========     =========

See notes to consolidated financial statements.

                               F-4

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

                                                       52 Weeks Ended
                                                --------------------------
                               53 Weeks Ended    Restated        Restated
                                December 30,    December 25,    December 26,
                                    2000           1999            1998
                                -----------     -----------     -----------
Net sales (Notes A and S)       $16,949,608     $15,121,689     $13,734,773
Cost of products sold            15,913,264      14,126,619      12,997,239
                                 ----------      ----------      ----------
Gross profit                      1,036,344         995,070         737,534

Selling, general and
  administrative expenses           658,163         440,474         355,564
Non-recurring merger-related
  expense                            31,299            -               -
                                 ----------      ----------      ----------
Earnings from operations            346,882         554,596         381,970

Interest:
  Incurred                         (104,204)        (81,989)        (70,011)
  Capitalized                         9,851           8,589           7,976
  Income                              6,095           5,584           4,464
                                 ----------     -----------     -----------
                                    (88,258)        (67,816)        (57,571)
                                 ----------      ----------      ----------
Earnings before income taxes,
  accounting change
  and extraordinary item            258,624         486,780         324,399

Income taxes (Note E)               105,971         168,913         126,432
                                 ----------      ----------      ----------
Earnings before accounting
change
  and extraordinary item            152,653         317,867         197,967

Cumulative effect of change in
  accounting principle (Note R)      (2,429)           -               -

Extraordinary loss on early
  extinguishment of debt,
  less applicable taxes
  (Note F)                          (15,037)           -            (14,815)
                                 ----------      ----------      ----------
Net earnings                    $   135,187     $   317,867     $   183,152
                                 ==========      ==========      ==========


Earnings per share (Note K):
---------------------------
  Earnings before accounting
    change and extraordinary item     $1.41           $3.26           $2.02
  Cumulative effect of change
    in accounting principle            (.02)            -               -
  Extraordinary item                   (.14)            -              (.15)
                                       ----            ----            ----
  Net earnings                        $1.25           $3.26           $1.87
                                       ====            ====            ====

Earnings per share - assuming
dilution:
  Earnings before accounting
    change and extraordinary item     $1.40           $2.96           $1.86
  Cumulative effect of change
    in accounting principle            (.02)            -               -
  Extraordinary item                   (.14)            -              (.14)
                                       ----            ----            ----
  Net earnings                        $1.24           $2.96           $1.72
                                       ====            ====            ====

See notes to consolidated financial statements.

                                          F-5
<TABLE>

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

                                                              52 Weeks Ended
                                                       --------------------------
                                      53 Weeks Ended    Restated        Restated
                                       December 30,    December 25,    December 26,
                                           2000           1999            1998
                                       -----------     -----------     -----------

<S>                                    <C>            <C>             <C>
 Pro forma amounts assuming the
  accounting change is applied
  retroactively:

Earnings before extraordinary item     $   152,653    $   317,122     $  199,432
Net earnings                               137,616        317,122        184,617

Earnings per common share:
Earnings before extraordinary item     $      1.41    $      3.25     $     2.04
Net earnings                                  1.27           3.25           1.89
Earnings per common share-
 assuming dilution:
Earnings before extraordinary item     $      1.40    $      2.95     $     1.87
Net earnings                                  1.26           2.95           1.73


See notes to consolidated financial statements.

</TABLE>
                                              F-6
<TABLE>
                           IBP, inc. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                      (in thousands, except per share data)
                                                                                        Accumulated
                                    Common               Additional                       Other                         Total
                                    Shares      Common    Paid-in        Retained     Comprehensive     Treasury     Stockholders'
                                  Outstanding   Stock     Capital        Earnings         Income         Stock          Equity
                                  ----------- --------   ----------     ----------      ----------    ----------     ------------
<S>                               <C>         <C>        <C>            <C>             <C>           <C>            <C>
Restated balances,
 December 27, 1997                  96,866    $  4,964   $  411,238     $  881,243      $   (6,114)   $  (55,483)    $  1,235,848

Comprehensive income:
 Net earnings - restated                                                   183,152                                        183,152
 Other comprehensive income:
  Foreign currency
   translation adjustments                                                                 (10,342)                       (10,342)
                                                                                                                       ----------
Comprehensive income - restated                                                                                           172,810
Dividends declared on                                                                                                  ----------
common stock, $.10 per share                                                (9,246)                                        (9,246)
Dividends on preferred stock                                                (1,719)                                        (1,719)
Accretion of redeemable stock                                                 (322)                                          (322)
Treasury shares purchased             (592)                                                              (12,370)         (12,370)
Treasury shares delivered under
 employee stock plans                  320                   (1,674)                                       7,470            5,796
Restated balances,                 -------    --------   ----------     ----------        --------      --------       ----------
 December 26, 1998                  96,594    $  4,964   $  409,564     $1,053,108        $(16,456)     $(60,383)      $1,390,797


Comprehensive income:
 Net earnings - restated                                                   317,867                                        317,867
 Other comprehensive income:
  Foreign currency
   translation adjustments                                                                   7,856                          7,856
                                                                                                                       ----------
Comprehensive income - restated                                                                                           325,723
Dividends declared on common                                                                                           ----------
 stock, $.10 per share                                                      (9,230)                                        (9,230)
Accretion of redeemable stock                                                 (356)                                          (356)
Dividends on preferred stock                                                (2,418)                                        (2,418)
Treasury shares purchased             (326)                                                               (6,170)          (6,170)
Treasury shares delivered
under employee stock plans             378                   (5,101)                                       7,238            2,137
Restated balances,                 -------    --------   ----------     ----------        --------      --------       ----------
December 25, 1999                   96,646    $  4,964   $  404,463     $1,358,971        $(8,600)      $(59,315)      $1,700,483
                                   -------     -------    ---------      ---------         -------       -------       ----------
See notes to consolidated financial statements.

</TABLE>
                                                    F-7
<TABLE>
                           IBP, inc. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                   (continued)
                      (in thousands, except per share data)

                                                                                        Accumulated
                                    Common               Additional                       Other                         Total
                                    Shares      Common    Paid-in        Retained     Comprehensive     Treasury     Stockholders'
                                  Outstanding   Stock     Capital        Earnings         Income         Stock          Equity
                                  ----------- --------   ----------     ----------      ----------    ----------     ------------
<S>                               <C>         <C>        <C>            <C>             <C>           <C>            <C>
Restated balances,
December 25, 1999                   96,646    $  4,964   $  404,463     $1,358,971        $(8,600)      $(59,315)      $1,700,483

Comprehensive income:
 Net earnings                                                              135,187                                        135,187
 Other comprehensive income:
  Foreign currency
   translation adjustments                                                                 (2,661)                         (2,661)
                                                                                                                       ----------
Comprehensive income                                                                                                      132,526
Dividends declared on common                                                                                           ----------
 stock, $.10 per share                                                     (10,588)                                       (10,588)
Accretion of redeemable stock                                               (2,214)                                        (2,214)
Dividends on preferred stock                                                  (352)                                          (352)
Transfer of redeemable stock
 to additional paid in capital                               25,822                                                        25,822
Common shares issued in
 exchange for redeemable stock       9,729         486       14,391                                                        14,877
Treasury shares purchased             (957)                                                              (15,300)         (15,300)
Treasury shares delivered
under employee stock plans             250                   (1,288)                                       5,545            4,257
Balances, December 30, 2000        -------    --------   ----------     ----------        --------      --------       ----------
                                   105,668    $  5,450   $  443,388     $1,481,004        $(11,261)    $(69,070)      $ 1,849,511
                                   =======    ========   ==========     ==========        ========      ========       ==========

See notes to consolidated financial statements.

</TABLE>
                                                F-8
<TABLE>
                        IBP, inc. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)

                                                               52 Weeks Ended
                                                        --------------------------
                                       53 Weeks Ended    Restated        Restated
                                        December 30,    December 25,    December 26,
                                            2000           1999            1998
                                        -----------     -----------     -----------
                                                     Inflows (outflows)
<S>                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings                           $  135,187      $  317,867      $  183,152
                                         ---------       ---------       ---------
 Adjustments to reconcile net earnings
 to cash flows from operations:
  Depreciation and amortization            146,716         125,515         110,249
  Amortization of intangible assets         35,444          31,163          28,924
  Non-cash restricted and variable
    stock compensation                      38,038          (9,675)         11,668
  Long-lived asset impairment write-downs   66,115          29,351            -
  Deferred income tax (benefit) provision    7,199          (3,936)         (6,314)
  Change in customer advances                 -             12,000         (14,100)
  Extraordinary loss on
   extinguishment of deb                    15,037            -             14,815
  Provision for bad debts                   10,455          15,907           2,161
  Net loss on disposal of fixed assets       1,112           1,710          16,996
  Other operating cash inflows              14,332          15,072          15,609
  Other operating cash outflows            (18,739)         (6,359)         (8,299)
  Working capital changes, net of
   effects of acquisitions:
   Accounts receivable                     164,834        (177,301)        (30,560)
   Inventories                            (260,294)       (107,050)        (22,967)
   Accounts payable and
    accrued liabilities                     (8,825)         53,099          70,099
   Change in checks in process of
     clearance                              31,604          20,576         (29,464)
                                         ---------       ---------       ---------
                                           243,028              72         158,817
                                         ---------       ---------       ---------
Net cash flows provided by
 operating activities                      378,215         317,939         341,969
                                         ---------       ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash acquired        (11,790)       (504,420)       (186,639)
 Capital expenditures                     (428,217)       (208,781)       (183,040)
 Proceeds from disposals of marketable
  securities                                25,000          20,800         257,721
 Purchases of marketable securities        (25,000)        (19,400)       (250,954)
 Investment in life insurance contracts     (8,287)         (7,759)        (38,000)
 Proceeds from sale of fixed assets          4,082           4,523           3,687
 Investments in equity ventures            (12,650)           -               -
 Insurance proceeds                            -             3,010             190
 Investments in notes receivable               -            (8,000)
 Other investing cash inflows                  981             319            -
                                         ---------       ---------       ---------
 Net cash flows used in investing
  activities                              (455,881)       (719,708)       (397,035)
                                         ---------       ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt               232,940         317,964         121,210
 Purchase of treasury stock                (15,300)         (6,170)        (12,370)
 Dividends paid on common stock            (10,256)         (9,229)         (9,252)
 Exercise of stock options                   4,108           2,137           3,238
 Principal payments on long-term
  obligations                             (391,632)        (10,977)       (118,360)
 Proceeds from issuance of long-term
  long-term debt                           297,664         100,800          49,773
 Redemption of preferred stock             (28,512)           -               -
 Proceeds from sale of stock and warrants     -              9,582           7,944
 Premiums paid on early retirement of debt  (7,629)           -            (20,636)
 Payment of loan acquisition costs          (6,866)           -             (6,824)
 Other financing cash outflows                -               -               (156)
                                         ---------       ---------       ---------
 Net cash flows provided by (used in)
  financing activities                      74,517         404,107          14,567
                                         ---------       ---------       ---------
 Effect of exchange rate on cash and
  cash equivalents                             254           1,698          (1,548)
                                         ---------       ---------       ---------
 Net change in cash and cash equivalents    (2,895)          4,036         (42,047)
Cash and cash equivalents at beginning
 of year                                    32,865          28,829          70,876
                                         ---------       ---------       ---------
 Cash and cash equivalents at
  end of year                           $   29,970      $   32,865      $   28,829
                                         =========       =========       =========

See notes to consolidated financial statements.
                                      F-9
</TABLE>


                        IBP, inc. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS ENDED DECEMBER 30, 2000, DECEMBER 25, 1999
                           AND DECEMBER 26, 1998
     Columnar amounts in thousands, except share and per share amounts

     A.   GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          RESTATEMENTS - The accompanying financial statements for 1999
     and   1998   have   been  restated  to  reflect  adjustments   for
     irregularities   and  misstatements  at  one  of   the   company's
     subsidiaries,  the  application of variable  plan  accounting  for
     certain stock options, and expanded disclosures related to segment
     information,  acquisitions,  long-term  debt  and  capital   lease
     obligations,  contingencies, redeemable stock and  capital  stock.
     See  Notes  M, P and R for more detail relating to the effects  of
     these restatements.

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

           On  February  7, 2000, the company acquired Corporate  Brand
     Foods  America, Inc. ("CBFA") through an exchange of shares.   The
     business  combination was accounted for as a pooling of interests.
     These  historical  financial statements of the company  have  been
     restated  to  give effect to the above acquisition as  though  the
     companies had operated together from the beginning of the earliest
     period presented.

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

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

           FISCAL YEAR - IBP's fiscal year ends on the last Saturday of
     the  calendar  year.  Fiscal 2000 was a 53-week  year  and  fiscal
     years 1999 and 1998 each totaled 52 weeks.

            REVENUE  RECOGNITION  -  Revenue  from  product  sales  are
     recognized upon delivery to customers.  See Note S for information
     regarding changes in accounting for revenue recognition in 2000.

           FREIGHT  EXPENSE - Freight expense associated with  products
     shipped  to  customers  is recognized in cost  of  products  sold.
     Prior  to  the fourth quarter 2000, this freight expense had  been
     classified  as a reduction of net sales.  All prior  periods  have
     been reclassified to conform to the current year presentation.

                                  F-10

           EXPORT  SALES  - In 2000, 1999 and 1998, net  export  sales,
     principally to customers in Asia and also to destinations  in  the
     Americas  and Europe, totaled $2.1 billion, $1.8 billion and  $1.7
     billion, respectively.

           STATEMENT  OF CASH FLOWS - For purposes of the statement  of
     cash   flows,   management  considers  all  highly   liquid   debt
     instruments purchased with original maturities of three months  or
     less  to  be  cash equivalents.  Such investments are  carried  at
     cost, which approximates fair value.

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

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

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

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

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

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

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

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

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

           IMPAIRMENT  OF LONG-LIVED ASSETS - The company  reviews  the
     carrying  value of its long-lived assets (including goodwill)  for
     impairment  whenever  events or changes in circumstances  indicate
     that  the  carrying amount may not be recoverable.  Assessment  of
     any  impairment  is  based on estimated future  undiscounted  cash

                                  F-11

     flows  attributable to the assets.  In the event such  cash  flows
     are not expected to be sufficient to recover the carrying value of
     the  assets,  the assets are written down to their estimated  fair
     values.   See  Note T for asset impairments recorded in  2000  and
     1999.

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

           ACCOUNTING  CHANGES -     Statement of Financial  Accounting
     Standards  No.  133,  Accounting for  Derivative  Instruments  and
     Hedging  Activities (FAS 133), is effective the first  quarter  of
     2001,  on December 31, 2000.  FAS 133 requires that all derivative
     instruments  be  recorded  on the balance  sheet  at  fair  value.
     Changes in the fair value of derivatives are recorded each  period
     in  current  earnings or other comprehensive income, depending  on
     whether  a derivative is designated as part of a hedge transaction
     and,  if  it is, depending on the type of hedge transaction.   For
     fair-value  hedge  transactions in which the  company  is  hedging
     changes  in  an  asset's, liability's, or firm  commitment's  fair
     value, changes in the fair value of the derivative instrument will
     generally  be offset in the earnings statement by changes  in  the
     hedged  item's  fair value.  For cash-flow hedge  transactions  in
     which the company is hedging the variability of cash flows related
     to  a variable-rate asset, liability, or a forecasted transaction,
     changes  in  the fair value of the derivative instrument  will  be
     reported  in other comprehensive income.  The gains and losses  on
     the derivative instrument that are reported in other comprehensive
     income  will be reclassified as earnings in the periods  in  which
     earnings are impacted by the variability of the cash flows of  the
     hedged  item.   The  ineffective portion of  all  hedges  will  be
     recognized in current-period earnings.

           The  company  estimated that, on December 31, 2000,  it  will
     record  a net-of-tax cumulative-effect-type adjustment of  $13,106
     gain  in  earnings  to  recognize at  fair  value  all  derivative
     instruments   that  will  be  designated  as  fair-value   hedging
     instruments.  The company expects to record an offsetting  net-of-
     tax  cumulative-effect-type adjustment of $13,143 loss in earnings
     to  recognize  the difference (attributable to the  hedged  risks)
     between  the  carrying values and fair values  of  related  hedged
     assets,  liabilities,  and  firm commitments.   Additionally,  the
     company  expects  to  record $78 net-of-tax loss  in  earnings  to
     reflect  the  fair value of derivatives that will not  qualify  as
     hedges under FAS 133.

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

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

                                   F-12

     B.   INVENTORIES:

          Inventories are comprised of the following:

                                                   Restated
                                   December 30,  December 25,
                                       2000          1999
                                  ------------- -------------
       Product inventories:
         Raw materials              $   78,004    $   57,385
         Work in process               101,973        84,505
         Finished goods                412,211       238,710
                                     ---------     ---------
                                       592,188       380,600
       Livestock                       185,413       137,300
       Supplies                         95,943        97,292
                                     ---------     ---------
                                    $  873,544    $  615,192
                                     =========     =========
     C.   CREDIT ARRANGEMENTS:

           At  December 30, 2000, IBP had in place a $950 million nine-
     month revolving credit facility (the "Nine-Month Facility").  From
     time  to time, IBP also used uncommitted lines of credit for  some
     or all of its short-term borrowing needs.

           The Nine-Month Facility has a maturity date of September 20,
     2001.  Facility fees can vary from .150 to .200 of 1% on the total
     amount  of the facility.  The company incurred financing fees  and
     costs associated with this credit facility of $7 million that will
     be amortized over the nine-month term.

           Borrowings  outstanding  under  the  revolving  facility  at
     December  30,  2000,  totaled  $775  million,  all  of  which  was
     classified as current liabilities.  The interest rate at  December
     30, 2000 on this debt was 7.64%.

           During  fiscal 2000, the maximum amount of borrowings  under
     all of IBP's credit arrangements, including any amounts considered
     non-current,  was  $853 million.  Average borrowings  under  IBP's
     credit  arrangements and the weighted average interest rate during
     fiscal  2000  were  $732 million and 6.7%.   The  comparable  1999
     figures  were  average borrowings of $606 million and  an  average
     interest rate of 5.5%.

            IBP's   Nine-Month  Facility  agreement  contains   certain
     restrictive  covenants that, among other things, (1)  require  the
     maintenance  of  a minimum debt service coverage  ratio;  and  (2)
     provide for a maximum funded debt ratio.


                                      F-13

     D.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

          Accounts payable and accrued expenses are comprised of the
     following:

                                                    Restated
                                    December 30,  December 25,
                                        2000          1999
                                   ------------- --------------
       Accounts payable, principally
         trade creditors              $361,839      $302,101
                                       -------       -------
       Checks in process of clearance  154,191       122,754
                                       -------       -------
       Accrued expenses:
         Employee compensation          86,340        98,999
         Employee benefits              48,297        47,274
         Property and other taxes       27,608        25,587
         Marketing costs                26,728        25,273
         Other                         102,174       114,254
                                       -------       -------
                                       291,147       311,387
                                       -------       -------
                                      $807,177      $736,242
                                       =======       =======
     E.   INCOME TAXES:

           Income tax expense consists of the following:
                                          Restated   Restated
                              ---------- ---------- ----------
                                 2000       1999       1998
                              ---------- ---------- ----------
       Current:
         Federal               $ 75,852   $148,955   $119,831
         State                   11,772     20,794     13,555
         Foreign                 11,148      3,100       (640)
                                -------    -------    -------
                                 98,772    172,849    132,746
                                -------    -------    -------
       Deferred:
         Federal                  7,881     (6,148)    (6,695)
         State                      511       (413)       531
         Foreign                 (1,193)     2,625       (150)
                                -------    -------    -------
                                  7,199     (3,936)    (6,314)
                                -------    -------    -------
                               $105,971   $168,913   $126,432
                                =======    =======    =======




                                     F-14


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

                                           Restated    Restated
                                   2000      1999       1998
                                -------------------------------
      Federal income tax rate      35.0%     35.0%      35.0%
      State income taxes, net
        of federal benefit          3.2       2.8        3.0
      Settlement of federal
        audit issues                 -       (2.8)        -
      Foreign tax items            (5.1)     (1.6)      (1.3)
      Goodwill impairment
        and amortization            4.7       1.4        1.9
      Variable stock options and
        restricted stock expense    3.6      (0.6)       0.8
      Fair value of asset
        contributions in excess
        of tax basis               (1.0)       -          -
      Other, net                    0.6       0.5       (0.4)
                                   ----      ----       ----
                                   41.0%     34.7%      39.0%
                                   ====      ====       ====

           Management  reached a settlement in 1999, with  the  U.S.
     Internal  Revenue  Service ("IRS") on audit issues  related  to
     fiscal  years  1989,  1990  and 1991.   As  a  result  of  that
     settlement, the company reduced income taxes payable and income
     tax  expense by $14 million or $.15 per diluted share.  The IRS
     is  currently  examining  the  years  1992  through  1996.   In
     management's opinion, adequate provisions for income taxes have
     been made for all years.

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


                                                          Restated
                                         December 30,    December 25,
                                             2000           1999
                                       ---------------  -------------
       Deferred tax assets:
         Nondeductible accrued           $  112,792     $  106,589
       liabilities
         State tax credit carryforwards       7,757          9,140
         Bad debt and claims reserves         5,321          7,259
         Federal and state operating
          loss carryforwards                 42,885         31,969
         Other                                5,989          4,213
                                          ---------      ---------
         Gross deferred tax assets          174,744        159,170
         Valuation allowance                 (7,757)        (9,140)
                                          ---------      ---------
         Net deferred tax assets            166,987        150,030
                                          ---------      ---------
       Deferred tax liabilities:
         Fixed assets                      (102,719)       (76,280)
         Intangible assets                   (3,929)       (17,901)
         Other                               (1,703)        (4,150)
                                          ---------      ---------
                                           (108,351)       (98,331)
                                          ---------      ---------
                                         $   58,636     $   51,699
                                          =========      =========



           The net $1.4 million decrease in the valuation allowance for
      deferred  tax  assets  was the result of net  state  tax  credits
      utilized.   No  benefit has been recognized for these  state  tax
      credit  carryforwards, most of which expire  in  the  years  2004
      through 2008.

                                   F-15

             At   December  30,  2000,  after  considering  utilization
      restrictions,  the  company's  acquired  tax  loss  carryforwards
      approximated $102 million.  The net operating loss carryforwards,
      which  are  subject to utilization limitations due  to  ownership
      changes,  may  be  utilized to offset future  taxable  income  as
      follows:  $57.2 million in 2001, $11.7 million in 2002  and  $4.6
      million  each  in  2003 through 2009 and the remainder  in  2010.
      Loss  carryforwards not utilized in the first year that they  are
      available  may be carried over and utilized in subsequent  years,
      subject  to  their  expiration provisions.   These  carryforwards
      expire during the years 2004 through 2019.

           During the third quarter 2000, the company filed amended tax
      returns  for  the  years 1992 through 1997,  claiming  additional
      deductions  plus interest.  The IRS has challenged and  continues
      to  challenge certain tax credits claimed by the company  on  tax
      returns   filed  for  fiscal  years  1992  to  date,  aggregating
      approximately $100 million.  While the company believes it has  a
      basis  for  claiming such credits, no benefit has been  reflected
      for  financial  reporting  purposes  given  the  uncertainty   of
      ultimate  sustainability.  The outcome  of  this  matter  remains
      uncertain.


     F.   LONG-TERM OBLIGATIONS:

           Long-term obligations are summarized as follows:

                                                     Restated
                                      December       December
                                         30,            25,
                                        2000           1999
                                     ------------   -----------
7.95% Senior Notes due 2010          $  300,000     $     -
Revolving credit facilities                -           218,327
CBFA Term Loans                            -           138,125
7.45% Senior Notes due 2007             125,000        125,000
6.125% Senior Notes due 2006            100,000        100,000
7.125% Senior Notes due 2026            100,000        100,000
6.0% Securities due 2001                 50,000         50,000
12.5% CBFA Subordinated Notes due 2007     -            33,464
Discount on subordinated notes             -            (2,655)
Present value of capital
  lease obligations                      24,101         26,878
Other                                    14,969         13,847
                                      ---------      ---------
                                        714,070        802,986
Less amounts due within one year         55,351         13,125
                                      ---------      ---------
                                     $  658,719     $  789,861
                                      =========      =========

             CBFA had three term loans in original principal amounts of
      $65 million ("Term Loan A"), $70 million ("Term Loan B"), and $12
      million  ("Term Loan C").  Term Loans A and B were  repayable  in
      graduated   quarterly  installments  through   2004   and   2006,
      respectively.  Term Loan C was due in 2006.  The Term Loans  were
      at  variable interest rates based upon two options.  At  year-end
      1999, the weighted average interest rate on borrowings under Term
      Loans  A, B and C was 9.6%.  These Term Loans were paid off  upon
      IBP's  acquisition of CBFA on February 7, 2000,  using  available
      IBP debt facilities.

             CBFA   had  senior  subordinated  promissory  notes   (the
      "Subordinated  Notes")  with a financial institution,  which  was
      also   a   CBFA  stockholder.   The  principal  amount   of   the
      Subordinated Notes was due June 30, 2007 and interest accrued  at

                                   F-16

      a  blended  rate  of  12.2%.   The Subordinated  Notes  contained
      detachable warrants to purchase a total of 2.2 million shares  of
      Class  B  Common Stock.  The allocation of fair values  of  these
      debt  and  equity  instruments resulted in debt discounts,  which
      were  being  amortized to interest expense over the term  of  the
      Subordinated Notes.  These Subordinated Notes were paid off  upon
      IBP's  acquisition of CBFA on February 7, 2000,  using  available
      IBP debt facilities.

             On February 7, 2000, the company completed its merger with
      CBFA  and,  at  the same time, refinanced all of  CBFA's  various
      existing  debt obligations, using available IBP credit facilities
      that   were   at  more  favorable  terms.   Prepayment  premiums,
      accelerated amortization of unamortized deferred financing costs,
      and  transaction expenses totaled $22 million, before  applicable
      income  tax benefit of $7 million, and was accounted  for  as  an
      extraordinary loss in the consolidated statement of earnings.

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

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

           The purchase of the Foodbrands obligations by IBP was funded
      with available credit facilities. The portion of borrowings under
      IBP's  revolving credit facilities considered long-term was  $218
      million at December 25, 1999.

            Substantially all of the leased assets under capital leases
      can be purchased by IBP at the end of the respective lease terms.
      Leased  assets  at  December 30, 2000  were  comprised  of  $19.4
      million  in  buildings  and $12.1 million  in  equipment  in  the
      consolidated  balance  sheets, with accumulated  amortization  of
      approximately $12 million.  Minimum lease payments under  capital
      lease obligations for each of the five fiscal years subsequent to
      2000  are  (in  millions);  $5.4; $3.4;  $2.2;  $2.2;  and  $2.1.
      Amounts representing interest in the above payments total $4.9.

            Aggregate  maturities  of long-term obligations,  excluding
      capital  leases, for each of the five fiscal years subsequent  to
      2000 are (in millions): $51.0; $1.2; $1.2; $2.7 and $1.0.



      G.   STOCK PLANS:

           Officer Long-Term Stock Plans:
            IBP  has  officer long-term stock plans which  provide  for
      awards   to  key  officers  of  IBP  which,  subject  to  certain
      restrictions, will vest generally after five years  resulting  in
      the  delivery of shares of common stock over the one-year  period
      following  such  vesting.   At  December  30,  2000,  there  were
      approximately  252,500 shares available for future  awards  under
      the plans.  The company recognized compensation expense for these
      plans  totaling  $2.9  million, $3.1 million  and  $2.3  million,
      respectively, in 2000, 1999 and 1998.


                                  F-17


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

                                     Number of   Weighted Average
                                      Shares     Price per Share
                                   --------------------------------
       Balance, December 27, 1997       602.6        $20.48
         Granted                         48.8         23.94
         Delivered                         -            -
         Forfeited                       (9.3)        21.48
                                   --------------------------------
       Balance, December 26, 1998       642.1         20.54
         Granted                         61.7         22.49
         Delivered                      (86.9)        15.12
         Forfeited                       (6.9)        25.38
                                   --------------------------------
       Balance, December 25, 1999       610.0         21.84
         Granted                        342.1         17.03
         Delivered                     (192.6)        21.70
         Forfeited                      (12.0)        25.48
                                   --------------------------------
       Balance, December 30, 2000       747.5        $19.89
                                   --------------------------------

          Stock Option Plans:
           IBP  has  stock option plans under which incentive and  non-
     qualified  stock  options  may be granted  to  key  employees  and
     directors  of IBP and its subsidiaries.  As of December 30,  2000,
     the plans provided for the delivery of up to 6.9 million shares of
     common stock upon exercise of options granted at no less than  the
     market  value  of the shares on the effective date  of  grant.  An
     additional  0.4 million options granted in 1998 were non-qualified
     ("non-qualifying options") based upon differences in market  price
     on the effective date and issuance date.  The expense recorded for
     the non-qualifying options was less than $1 million in each of the
     years 2000, 1999 and 1998.

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


     probable,   to  the  date  the  bonus  options  are   vested   and
     exercisable.   Compensation  charges (credits)  related  to  these
     options under variable plan accounting were $11,336, $(11,991) and
     $10,968 in 2000, 1999, and 1998 respectively.

           All options may be granted for terms up to but not exceeding
     ten years and are generally fully vested after five years from the
     date  granted.  At December 30, 2000 and December 25, 1999,  there
     were  2.0  million and 2.7 million options, respectively, reserved
     for future grants.

                                   F-18

            The  company  follows  the  disclosure-only  provisions  of
     Statement  of Financial Accounting Standards No. 123,  "Accounting
     for  Stock-Based Compensation" ("SFAS No. 123").  Accordingly,  no
     compensation  cost has been recognized for the stock option  plans
     under that standard.  Had compensation cost for IBP's stock option
     plans  been  determined based on the fair value at the grant  date
     for  awards  in 2000, 1999 and 1998 consistent with the provisions
     of  SFAS No. 123, IBP's net earnings and earnings per share  would
     have been reduced to the pro forma amounts indicated below:

                                                 Restated    Restated
                                       2000        1999        1998
                                    ----------- ----------- -----------
       Net earnings - as reported     $135,187    $317,867    $183,152
       Net earnings - pro forma        142,582     303,725     190,056
       Earnings per share - as            1.25        3.26        1.87
       reported
       Earnings per share - pro           1.32        3.12        1.94
       forma
       Earnings per diluted share -
         as reported                      1.24        2.96        1.72
       Earnings per diluted share -
         pro forma                        1.31        2.82        1.78

          The weighted average fair values at date of grant for options
     granted  at  market value during 2000, 1999 and 1998  were  $5.19,
     $7.53 and $7.29 per option respectively. The weighted-average fair
     value  for  the non-qualifying options granted in 1998 was  $13.15
     per  option.  The fair value of each option was estimated  on  the
     date  of  grant using the Black-Scholes option-pricing model  with
     the following weighted-average assumptions for options granted  in
     2000, 1999 and 1998:

                                       2000        1999        1998
                                    ----------- ----------- -----------
       Expected option life            6 years    6 years     6 years
       Expected annual volatility        28%         26%         26%
       Risk-free interest rate          5.9%        5.8%        4.7%
       Dividend yield                   0.4%        0.4%        0.4%



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

                             Number of   Weighted Average     Options
                              Shares      Price Per Share   Exercisable
                           ------------ ------------------ -------------
       Balance at
        December 27, 1997     4,125.2         $17.85          1,846.3
         Granted at market
          value                 208.7          21.37
         Granted at a price
          below market          434.2          16.56
       value
         Exercised             (320.1)         11.44
         Canceled              (199.4)         21.64
       -----------------------------------------------------------------


                                             F-19
       Balance at
        December 26, 1998     4,248.6         $18.20          2,230.9
         Granted                651.0          20.63
         Exercised             (290.9)         10.64
         Canceled              (179.0)         21.65
       -----------------------------------------------------------------
       Balance at
        December 25, 1999     4,429.7         $18.92          2,543.7
         Granted              1,028.9          13.96
         Exercised             (199.0)         11.42
         Canceled              (368.0)         19.83
       -----------------------------------------------------------------
       Balance at
        December 30, 2000     4,891.6         $18.13          2,687.2

           The  following  table  summarizes  information  about  stock
     options outstanding at December 30, 2000:

                          Number       Weighted Average
       Range of         Outstanding       Remaining      Weighted Average
   Exercisable Prices  At 12/30/2000   Contractual Life   Exercise Price
  -------------------- -------------   ----------------  ----------------
    $ 6.75 to 15.99        1,649.2         5.9 years           $12.23
     16.00 to 25.99        3,154.4         6.3 years            20.94
     26.00 to 33.00           88.0         6.2 years            28.07
  -----------------------------------------------------------------------
    $ 6.75 to 33.00        4,891.6         6.3 years           $18.13


                                     Number
               Range of           Exercisable       Weighted Average
           Exercisable Prices    At 12/30/2000       Exercise Price
           ------------------    -------------      ----------------
            $ 6.75 to 15.99           808.1               $11.07
             16.00 to 25.99         1,819.4                21.68
             26.00 to 33.00            59.7                28.16
           ---------------------------------------------------------
            $ 6.75 to 33.00         2,687.2               $18.64

           Shares of common stock to be delivered for approximately 0.4
     million  options  under  the stock option  plans  must  come  from
     previously  issued  shares.  All  other  shares  of  stock  to  be
     delivered pursuant to the stock option plans and the officer long-
     term stock plans may alternatively come from previously authorized
     but unissued common stock.

         The  company,  by virtue of its acquisition  of  CBFA,  has  a
     restricted  stock  plan.   During  the  third  quarter  2000,  the
     participants of this plan voluntarily relinquished their rights to
     put  the stock back to the company.  Prior to the relinquishments,
     the plan was accounted for as a "variable plan" in accordance with
     APB  Opinion  #25  and  classified  as  redeemable  stock  in  the
     accompanying    consolidated   balance   sheet.   Following    the
     relinquishments, the plan became a "fixed plan" and the redeemable
     stock   was  reclassified  to  equity  and  deferred  compensation
     liability in the accompanying balance sheet.  The company recorded
     compensation  expense  of $26.7 million,  $2.3  million  and  $0.7
     million  related to these grants in fiscal 2000,  1999  and  1998,
     respectively.   Approximately 1.2 million shares were  granted  in
     1997   and  0.8  million  shares  were  granted  in  fiscal  1999.
     Approximately 1.6 million shares outstanding under the  restricted
     stock plan were vested during 2000 and delivered.  At December 30,
     2000,  there were approximately 0.4 million shares unvested  under
     the  restricted  stock plan.  The remaining 0.4  million  unvested
     shares  will vest no later than 8 years following the grant  date,

                                  F-20

     based   on  a  combination  of  performance-based  and  time-based
     criteria.

     H.   SUPPLEMENTAL CASH FLOW INFORMATION:

           Supplemental  information on cash payments is  presented  as
     follows:

                                       2000        1999        1998
                                     ----------  ----------  ----------
       Interest, net of amounts
        capitalized                   $ 82,566    $ 65,137    $ 62,598
       Income taxes                    154,194     197,235      76,364

     I.   FINANCIAL INSTRUMENTS:

           The  company  monitors the risk of default by its  financial
     instrument  counterparties,  all  of  which  are  major  financial
     institutions, and does not anticipate nonperformance.

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

           The  notional  amounts of these swap  agreements  were  $350
     million  at year-end 2000 and $50 million at year-end  1999.   The
     notional amounts of these and other derivative instruments do  not
     represent  assets or liabilities of the company but,  rather,  are
     the basis for the settlements under the contract terms.  The swaps
     were completely liquidated in early January 2001 for cash proceeds
     of $31 million. Under FAS 133, the offsetting adjustment previously
     recorded to the hedged debt will be amortized as a credit to interest
     expense over the debt lives through 2010.

           The  company's  Canadian  subsidiary  enters  into  currency
     futures  contracts  to  hedge its exposures on  receivables,  live
     cattle  and  purchase  commitments  in  foreign  currencies.    At
     December  30, 2000, the company had outstanding contracts  to  buy
     Canadian dollars totaling CDN$136 million at various dates through
     2001.   Comparable outstanding contracts at year-end 1999  totaled
     CDN$96  million.   The company also had outstanding  contracts  at
     year-ends  2000  and  1999  to sell $20 million  U.S.  dollars  at
     various  dates,  to  hedge  its receivables  denominated  in  U.S.
     dollars.

          Commodity Derivatives:
           The  company uses commodity futures contracts to  hedge  its
     forward  livestock  purchases,  which,  in  2000,  accounted   for
     approximately  8%  of its livestock purchases.   At  December  30,
     2000, the company had outstanding approximately 3,800 contracts to
     buy fed cattle and hogs and 8,200 contracts to sell fed cattle and
     hogs.   Total commodity hedging gains/(losses) totaled  $(19,544),
     $11,047 and $23,108 in 2000, 1999 and 1998, respectively.  Hedging
     losses  deferred on the balance sheet at December 30, 2000 totaled
     $(3,777).


          Fair Value of Financial Instruments:
           The following methods and assumptions are used in estimating
     the   fair   value  of  each  class  of  the  company's  financial
     instruments at December 30, 2000:

                                     F-21

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

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

          For long-term debt, fair value was determined using valuation
     techniques that considered cash flows discounted at current market
     rates  and  management's  best estimate  for  instruments  without
     quoted  market  prices.   At  year-end 2000,  the  carrying  value
     exceeded  the  fair value by $70 million.  At year-end  1999,  the
     fair  value  exceeded  the carrying value  by  $14  million.   The
     company's long-term debt is generally not callable until maturity,
     except for the 7.125% Senior Notes due 2026, subject to prepayment
     premiums.

            For   derivatives,  the  fair  value  was  estimated  using
     termination  cash  values.  The fair value of interest  rate  swap
     agreements  at December 30, 2000, was $26 million and of  currency
     rate  derivatives was $2 million.  For commodity derivatives,  the
     fair value at year-end 2000 included positive values of $4 million
     and negative values of $10 million.

     J.   PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:

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


                                     Pension Benefits     Other Benefits
                                    ------------------ -------------------
                                      2000      1999      2000      1999
                                    --------  -------- ---------  --------
   Change in benefit obligation:
   Benefit obligation at beginning
    of year                         $ 65,916  $ 70,921  $ 63,652  $ 68,851
   Service cost                          566       568       222       221
   Interest cost                       4,858     4,690     4,694     4,452
   Actuarial (gain) loss                 768    (3,979)    1,848    (4,634)
   Benefits paid                      (6,195)   (6,284)   (6,685)   (5,938)
                                     -------   -------   -------   -------
   Benefit obligation at end of year  65,913    65,916    63,731    62,952
                                     -------   -------   -------   -------

   Change in plan assets:
   Fair value of plan assets at
    beginning of year                 70,019    66,737        22         5
   Actual return on plan assets       (1,065)    9,378         1         1
   Employer contribution                 626       188     6,692     5,954
   Benefits paid                      (6,195)   (6,284)   (6,685)   (5,938)
                                     -------   -------   -------   -------
   Fair value of plan assets at end
    of year                           63,385    70,019        30        22
                                     -------   -------   -------   -------

                                        F-22

   Funded status                      (2,528)    4,103   (63,701)  (62,930)
   Unrecognized net actuarial (gain)
    loss                               3,569    (3,967)   (1,791)   (3,775)
   Unrecognized prior service cost      -         -          663       711
                                     -------   -------   -------   -------
   Net amount recognized            $  1,041  $    136  $(64,829) $(65,994)
                                     =======   =======   =======   =======
   Amounts recognized in the statement
    of financial position consist of:
   Prepaid benefit cost             $  1,434  $  1,040  $   -     $   -
   Accrued benefit liability            (393)     (904)  (64,829)  (65,994)
                                     -------   -------   -------   -------
   Net amount recognized            $  1,041  $    136  $(64,829) $(65,994)

   Weighted-average assumptions as
    of year end:
   Discount rate                        7.50%     7.75%     7.50%     7.75%
   Expected return on plan assets       8.50%     8.50%      n/a       n/a

           For measurement purposes, an 8.0% annual rate of increase in
     the  per capita claims cost of covered health care benefits and  a
     6.0%  annual  rate of increase in the per capita claims  costs  of
     covered dental benefits were assumed for 2000.  Health care  rates
     were  assumed  to  decrease gradually to 5.5% by 2005  and  dental
     rates were assumed to decrease gradually to 4.0% by 2002.










     Components of net periodic benefit
     cost:

      Pension benefits
                                         2000       1999       1998
                                     ----------- ---------- ----------
      Service cost                    $    566    $    568    $   473
      Interest cost                      4,858       4,690      4,787
      Expected return on plan assets    (5,704)     (5,578)    (5,501)
                                       -------     -------     ------
      Net periodic (benefit) cost     $   (280)   $   (320)   $  (241)
                                       =======     =======     ======

      Other benefits
                                         2000       1999       1998
                                     ----------- ---------- ----------
      Service cost                    $    222    $    236    $    253
      Interest cost                      4,694       4,499       4,853
      Expected return on plan assets      -           -              7
                                        -------     -------     ------
      Net periodic cost               $  4,916    $  4,735    $  5,113
                                        =======     =======     ======

             The  projected  benefit  obligation,  accumulated  benefit
     obligation,  and fair value of plan assets for the  pension  plans
     with accumulated benefit obligations in excess of plan assets were
     $59,697,  $59,697 and $56,132, respectively, as  of  December  30,
     2000  and  $518, $518, and $489, respectively, as of December  25,
     1999.

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

                                    F-23

                                        1-percentage-  1-percentage-
                                       Point Increase Point Decrease
                                      --------------- --------------
      Effect on total of service and
       interest cost components for 2000 $       87     $      (83)
      Effect on year-end postretirement
       benefit obligation                $      959     $     (918)




   K. EARNINGS PER SHARE:
                                                        Fiscal Year
                                          --------------------------------------
                                                         Restated    Restated
                                                2000       1999        1998
                                          ------------ ------------ ------------
   Numerator:
    Earnings before accounting change
     and extraordinary item                   $152,653   $317,867    $197,967
    Preferred stock dividends and accretion     (2,566)    (2,774)     (2,041)
    Earnings before accounting change and
     extraordinary item available for
     common shares                             150,087    315,093     195,926
    Accounting change                           (2,429)      -           -
    Extraordinary item                         (15,037)      -        (14,815)
                                               -------    -------     -------
    Earnings available for common shares      $132,621   $315,093    $181,111
                                               =======    =======     =======
   Denominator:
    Weighted average common shares
     outstanding                               105,806     96,586      96,774
    Dilutive effect of employee stock plans      1,270     10,015       8,518
                                               -------    -------     -------
    Diluted average common shares              107,076    106,601     105,292
                                               =======    =======     =======
    Basic earnings before accounting change
     and extraordinary item per common
     share                                       $1.41      $3.26       $2.02
                                                  ====       ====        ====
    Diluted earnings before accounting
     change and extraordinary item per
     common share                                $1.40      $2.96       $1.86
                                                  ====       ====        ====

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

                                                 Restated    Restated
                                       2000        1999        1998
                                   ------------ ----------- -----------
      Stock options excluded from
       Diluted EPS computation         1,391        1,552          120

      Average option price per        $24.71       $24.72       $27.28
      share

     L. ACQUISITIONS:

          On May 8, 1998, the company acquired substantially all of the
     operating assets of Jac Pac Foods, Ltd ("Jac Pac").  Jac Pac, with
     facilities in New Hampshire and Nebraska, produces and sells  high
     quality, value-added beef products to a broad base of food service
     companies,  restaurants  and  supermarkets.   The  purchase  price
     consisted of $58.6 million, including liabilities assumed of $23.8
     million.  The excess of the purchase price over the fair value  of
     net assets acquired resulted in goodwill of $16.8 million.

                                   F-24


          On  July 17, 1998, the company acquired the stock of Jordan's
     Meats.   Jordan's Meats manufactures and sells a complete line  of
     processed  meat  products to leading retailers  and  food  service
     distributors  primarily  in New England but  also  throughout  the
     United   States.   The  purchase  price  totaled  $84.6   million,
     including $11.1 million of liabilities assumed. The excess of  the
     purchase price over the fair value of net assets acquired resulted
     in goodwill of $63.7 million.

          The   company,  through  a  special  acquisition  subsidiary,
     purchased  the  assets  of the appetizer division  of  Diversified
     Foods  Group,  L.L.C. ("DFG"), on October 18, 1998.  The  Chicago,
     Illinois-based  division, which includes  a  production  plant  in
     Chicago  and  another in Newark, New Jersey, was  acquired  for  a
     purchase  price  of  $91.6  million,  which  included  liabilities
     assumed of $15.2 million.  Goodwill recorded for the excess of the
     purchase price over the value of net assets acquired totaled $65.5
     million. Additional consideration of up to $40 million is provided
     under  the  amended DFG purchase agreement contingent  on  meeting
     specified earnings targets through 2001.  The company made a  $7.8
     million  contingent payment in the second quarter 2000  which  was
     initially  recorded  as  a  purchase  price  adjustment  based  on
     incorrect  1999 fiscal earnings for DFG.  See Note T  for  details
     regarding impairment charges related to DFG.

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

          On April 12, 1999, the company acquired the outstanding stock
     of  H&M  Food Systems Company, Inc. ("H&M"), a producer of custom-
     formulated  pre-cooked meat products and prepared foods  with  two
     plants  in Texas. The purchase price was $134.5 million, including
     assumed  liabilities of $12.6 million.  The excess of the purchase
     price  over the fair value of the net assets acquired resulted  in
     goodwill of $75.7 million.

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

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

     On December 1, 1999, the Company acquired substantially all of the
     operating  assets of Wright Brand Foods, Inc. ("WBF"),  a  Vernon,
     Texas  based processor of high quality bacon products, for  $116.5

                                      F-25

     million, which included liabilities assumed of $8.7 million.   The
     excess of the purchase price over the fair value of the net assets
     acquired of $59.9 million was recognized as goodwill.

           All  of the consideration for the above acquisitions was  in
     cash  and  all  were  accounted for  by  the  purchase  method  of
     accounting.  Accordingly, the accompanying consolidated statements
     of  operations  include the results from the respective  dates  of
     each  acquisition.   Goodwill under these  acquisitions  is  being
     amortized on a straight-line basis over forty years.  In addition,
     the   company  identified  and  recorded  $25  million  in   other
     intangible  assets,  primarily registered  trademarks,  associated
     with  the  acquisitions.  These other intangible assets are  being
     amortized over their useful lives, generally ten to twenty years.


           The  following pro forma financial information  assumes  the
     above  businesses were acquired at the beginning of  1998.   These
     results  have been prepared for comparative purposes only  and  do
     not  purport to be indicative of what would have occurred had  the
     assets  been acquired at the beginning of 1998, or of the  results
     which  may  occur  in the future.  The pro forma  results  do  not
     include TAVI's discontinued fresh pork operation which IBP did not
     purchase.   However, the pro forma results do include  significant
     TAVI   nonrecurring   charges  related  to  goodwill   and   asset
     impairments, Russian credit losses, product recalls and bankruptcy-
     related legal and financing expenses.

                                         Fiscal Year Ended
                                    ---------------------------
                                        Restated    Restated
                                        Dec. 25,    Dec. 26,
                                          1999        1998
                                    ---------------------------
                                            (unaudited)
Net sales
                                     $15,565,597  $14,636,273
Earnings from operations                 525,922      424,671
Earnings before extraordinary item       261,663      211,915
Net earnings                             261,663      197,100
Earnings per diluted share:
 Earnings before extraordinary item        $2.43        $1.99
 Net earnings                               2.43         1.85

          Corporate Brand Foods America

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

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

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

                                  F-26

                                      Fiscal Year
                              --------------------------
                                  Restated   Restated
                                    1999       1998
Net sales:
IBP, as previously reported     $14,551,549   $12,848,635
Intercompany sales to CBFA          (64,804)      (52,782)
                                 ----------    ----------
Net IBP sales                   $14,486,745   $12,795,853
CBFA                                634,944       480,855
                                 ----------    ----------
                                $15,121,689   $13,734,773
                                 ==========    ==========
Net earnings:
IBP                             $   314,464   $   180,184
CBFA                                  3,403         2,968
                                 ----------    ----------
                                $   317,867   $   183,152
                                 ==========    ==========

     M.    BUSINESS SEGMENTS:

           Segment  information has been prepared in  accordance  with
     FASB  Statement of Financial Accounting Standards (SFAS) No. 131,
     "Disclosures  about  Segments  of  an  Enterprise   and   Related
     Information."   Performance  of  the  segments  is  evaluated  on
     earnings from operations.

           The  Beef  Carcass segment is involved in the slaughter  of
     live  fed  cattle, reducing them to dressed carcasses and  allied
     products for sales to further processors.  At least 87%  of  Beef
     Carcass  sales  were  to  other IBP  segments,  chiefly  to  Beef
     Processing in 2000, 1999 and 1998.  The Beef Carcass segment also
     markets  its  allied products to manufacturers of pharmaceuticals
     and animal feeds.

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

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

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

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

         The All Other segment includes several businesses that do not
     constitute   reportable  business  segments.   These   businesses
     primarily   include  the  company's  logistics  operations,   its

                                    F-27

     Lakeside   Farm   Industries,  Ltd.  subsidiary  (Canadian   beef
     slaughter and fabrication operation and cattle feedlot), its  cow
     boning  operations, its hide curing and tanning  operations,  and
     its newly formed Fresh Meats Case Ready operations.

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

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

          The Foodbrands America segment's earnings from operations for
     2000  were impacted by $108 million in non-recurring charges:  $31
     million  in  merger-related expenses;  an  $11  million  bad  debt
     expense; and $66 million in asset impairment charges.

                                           F-28

<TABLE>
                                                       Restated       Restated
 NET SALES                                2000           1999           1998
                                    --------------  -------------  ----------------
 <S>                                <C>             <C>            <C>
 Sales to unaffiliated
 customers:
  Beef Carcass                        $  1,146,790    $  1,000,728    $  1,017,470
  Beef Processing                        8,157,245       7,641,552       7,133,083
  Pork                                   2,371,725       2,177,513       2,208,473
  Foodbrands America                     3,264,326       2,503,942       1,742,158
  All Other                              2,009,522       1,797,954       1,633,589
                                       -----------     -----------     -----------
                                      $ 16,949,608    $ 15,121,689    $ 13,734,773

 Intersegment sales:
  Beef Carcass                        $  7,986,737    $  7,293,431    $  6,942,784
  Beef Processing                          297,112         266,348         249,635
  Pork                                     540,100         360,030         248,884
  All Other                                468,283         472,961         474,270
  Intersegment elimination              (9,292,232)     (8,392,770)     (7,915,573)
                                       -----------     -----------     -----------
                                      $       -       $       -       $       -
                                       ===========     ===========     ===========

 Net sales:
  Beef Carcass                        $  9,133,527    $  8,294,159    $  7,960,254
  Beef Processing                        8,454,357       7,907,900       7,382,718
  Pork                                   2,911,825       2,537,543       2,457,357
  Foodbrands America                     3,264,326       2,503,942       1,742,158
  All Other                              2,477,805       2,270,914       2,107,859
  Intersegment elimination              (9,292,232)     (8,392,769)     (7,915,573)
                                       -----------     -----------     -----------
                                      $ 16,949,608    $ 15,121,689    $ 13,734,773
                                       ===========     ===========     ===========

 EARNINGS FROM OPERATIONS
  Beef Carcass                        $    142,283    $     91,513    $    124,322
  Beef Processing                          108,150         163,656           1,651
  Pork                                      69,603         151,689         119,838
  Foodbrands America                       (60,169)        102,370          98,708
  All Other                                112,639          46,730          72,536
                                       -----------     -----------     -----------
    Earnings from segments                 372,506         555,958         417,055
  Corporate                                (25,624)         (1,362)        (35,085)
                                       -----------     -----------     -----------
  Total earnings from operations           346,882         554,596         381,970

  Net interest expense                     (88,258)        (67,816)        (57,571)
                                       -----------     -----------     -----------
  Earnings before income taxes and
    extraordinary item                $    258,624    $    486,780    $    324,399
                                       ===========     ===========     ===========

 ACCOUNTS RECEIVABLE

  Beef Carcass                        $     50,075    $     53,958    $     44,554
  Beef Processing                          174,865         267,216         224,409
  Pork                                     114,933         178,640         115,150
  Foodbrands America                       192,191         203,089         120,150
  All Other                                 99,791         101,272         103,373
                                       -----------     -----------     -----------
   Accounts receivable from segments       631,855         804,175         607,636
  Corporate                                 41,630          45,504          27,579
                                       -----------     -----------     -----------
                                      $    673,485    $    849,679    $    635,215
                                       ===========     ===========     ===========
</TABLE>
                                           F-29

<TABLE>

 GEOGRAPHIC LOCATION OF PROPERTY                         Restated         Restated
  PLANT AND LONG-LIVED EQUIPMENT         2000              1999             1998
                                    --------------    ---------------  -------------
  NET
  <S>                               <C>               <C>              <C>
  United States                       $  1,552,427    $  1,280,386    $  1,081,234
  Canada                                    78,347          82,379          76,938
                                       -----------     -----------     -----------
                                      $  1,630,774    $  1,362,765    $  1,158,172
                                       ===========     ===========     ===========
ADDITIONS TO PROPERTY, PLANT
  AND EQUIPMENT, INCLUDING
  ACQUISITIONS

  Beef Carcass                        $     24,832    $     28,110    $     18,290
  Beef Processing                           54,923          18,254           6,990
  Pork                                      16,060          16,199          30,676
  Foodbrands America                       184,015         604,270         248,351
  All Other                                160,177          46,368          65,372
                                       -----------     -----------     -----------
                                      $    440,007    $    713,201    $    369,679
                                       ===========     ===========     ===========
 DEPRECIATION AND AMORTIZATION
  Of fixed assets:
   Beef Carcass                       $     18,549    $     17,157    $     16,846
   Beef Processing                          16,576          14,399          14,084
   Pork                                     18,676          19,551          18,779
   Foodbrands America                       65,703          51,291          37,544
   All Other                                25,872          21,831          21,706
                                       -----------     -----------     -----------
     Total of segments                     145,376         124,229         108,959
   Corporate                                 1,340           1,286           1,290
                                       -----------     -----------     -----------
  Total                               $    146,716    $    125,515    $    110,249
                                       ===========     ===========     ===========
  Of intangible assets:
   Foodbrands America                 $     26,798    $     22,606    $     16,629
   All Other                                 1,086             997           3,362
                                       -----------     -----------     -----------
     Total of segments                      27,884          23,603          19,991
  Corporate                                  7,560           7,560           8,933
                                       -----------     -----------     -----------
  Total                               $     35,444    $     31,163    $     28,924
                                       ===========     ===========     ===========

  NET SALES BY GEOGRAPHIC LOCATION OF CUSTOMERS


  United States                       $ 14,345,182    $ 12,846,936    $ 11,724,073
  Japan                                  1,028,222         898,464         840,219
  Canada                                   566,792         512,685         424,057
  Korea                                    295,660         237,492         142,863
  Mexico                                   266,804         206,994         187,048
  Other foreign countries                  446,948         419,118         416,513
                                       -----------     -----------     -----------
                                      $ 16,949,608    $ 15,121,689    $ 13,734,773
                                       ===========     ===========     ===========
</TABLE>
     N.    COMMITMENTS:

           The  company  leases various facilities and equipment  under
     noncancelable operating lease arrangements that expire at  various
     dates through the year 2014.  The company's rental expense for all
     operating  leases was (in millions) $39.4; $27.0;  and  $23.9  for
     fiscal  years 2000, 1999 and 1998.  Future minimum lease  payments
     under noncancelable operating leases with lease terms in excess of
     one year at December 30, 2000 are as follows:

                                    F-30

                       Minimum
                        Lease        Sublease
                       Payments      Rentals        Net
                   -------------- ------------- ------------
2001                   $20,733       $  862       $19,871
2002                    14,081          863        13,218
2003                    11,465          862        10,603
2004                     7,462          863         6,599
2005                     5,994          862         5,132
Thereafter              31,962        1,437        30,525
                        ------        -----        ------
Total                  $91,697       $5,749       $85,948
                        ======        =====        ======

           The  company  had livestock and other purchase  commitments,
     letters  of  credit,  and  other  commitments  and  guarantees  at
     December   30,   2000  aggregating  approximately  $460   million.
     Livestock  purchase commitments were at a market or market-derived
     price  at  the time of delivery or were fully hedged if the  price
     was determined at an earlier date.

           In addition to the livestock purchase commitments above, the
     company  is committed to purchase approximately 25 million  market
     hogs  between 2001 and 2009 at market-derived prices under various
     contracts  with producers.  Contractual commitments for  the  next
     five  years  average approximately 5 million hogs annually,  which
     represents  approximately 21% of IBP's current  annual  production
     capacity.

     O.   CONTINGENCIES:

         IBP is involved in numerous disputes incident to the ordinary
     course  of its business.  While the outcome of any litigation  is
     not  predictable  with  certainty, or subject  to  the  company's
     control,  management  believes  that  any  liability  for   which
     provision  has  not  been made relative to the various  lawsuits,
     claims  and  administrative  proceedings  pending  against   IBP,
     including those described below, is not likely to have a material
     adverse  effect on its future consolidated results of operations,
     financial position or liquidity.

           In  July  1996, a lawsuit was filed against IBP by  certain
     cattle  producers in the U.S. District Court, Middle District  of
     Alabama,   seeking  certification  of  a  class  of  all   cattle
     producers.   The complaint alleges that IBP has used  its  market
     power  and  alleged  "captive supply" agreements  to  reduce  the
     prices  paid to producers for cattle.  Plaintiffs have  disclosed
     that,  in  addition to declaratory relief, they seek  actual  and
     punitive  damages.   The original motion for class  certification
     was  denied by the District Court; plaintiffs then amended  their
     motion, defining a narrower class consisting of only those cattle
     producers  who sold cattle directly to IBP from 1994 through  the
     date of certification.  The District Court approved this narrower
     class  in April 1999.  The 11th Circuit Court of Appeals reversed
     the District Court decision to certify a class, on the basis that
     there  were  inherent conflicts amongst class members  preventing
     the  named  plaintiffs from providing adequate representation  to
     the  class.   The  plaintiffs  then filed  pleadings  seeking  to
     certify  an  amended  class.  The Court  denied  the  plaintiffs'
     motion   on   October   17,   2000.    Plaintiffs   have   sought
     reconsideration of the judge's denial or, in the alternative,  to
     certify  a  new  class.  This motion, as well  as  the  company's
     motions for summary judgment on both liabilities and damages,  is
     now  pending.  Management continues to believe that  the  company
     has  acted  properly  and lawfully in its  dealings  with  cattle
     producers.

                                        F-31

          On January 12, 2000, The United States Department of Justice
     ("DOJ"),  on  behalf  of  the  Environmental  Protection   Agency
     ("EPA"),  filed a lawsuit against IBP in U.S. District Court  for
     the   District  of  Nebraska,  alleging  violations  of   various
     environmental  laws at IBP's Dakota City facility.   This  action
     alleges,  among other things, violations of:  (1) the  Clean  Air
     Act; (2) the Clean Water Act; (3) the Resource, Conservation  and
     Recovery   Act;  (4)  the  Comprehensive  Environmental  Response
     Compensation and Liability Act ("CERCLA"); and (5) the  Emergency
     Planning and Community Right to Know Act ("EPCRA").  This  action
     seeks  injunctive relief to remedy alleged violations and damages
     of  $25,000  per  violation per day for alleged violations  which
     occurred prior to January 30, 1997, and $27,500 per violation per
     day  for  alleged  violations after  that  date.   The  Complaint
     alleges  that  some violations began to occur as early  as  1989,
     although the great majority of the violations are alleged to have
     occurred much later, and continue into the present.  The  company
     determined  to  reserve $3.5 million during 1999 for  the  claims
     raised   in  this  lawsuit  based  upon  the  evaluation   of   a
     confidential settlement demand received from the DOJ, and  review
     and  evaluation of the resolution of comparable claims, in  light
     of  the company's assessment of the facts as known to the company
     in  light of the legal theories advanced by the DOJ.  On the same
     basis, the company believes the range of exposure is between $3.5
     million  and  $15.9  million, though is unable  to  predict  with
     accuracy the ultimate resolution in this matter due to risks  and
     uncertainties  that  make such an evaluation  difficult  at  this
     time.   The company believes it has meritorious defenses on  each
     of  these  allegations and intends to aggressively  defend  these
     claims.

                On  May 19, 2000, IBP signed a Partial Consent  Decree
     with  the  EPA  that makes environmental improvements  that  were
     already   underway  at  IBP's  Dakota  City,  Nebraska   facility
     federally enforceable.  Although this Partial Consent Decree does
     not  purport to resolve all of the allegations in the  Complaint,
     if  EPA  were  to  prevail  in court on certain  of  its  factual
     allegations,  these  improvements  may  satisfy   part   of   the
     injunctive  relief  sought by EPA under the Complaint.   EPA  has
     acknowledged  that final injunctive relief under CAA  claims  may
     incorporate  some or all of the work agreed to under the  Partial
     Consent Decree.

          In February 2000, several lawsuits were filed against IBP by
     certain shareholders in the United States District Court for  the
     District  of  Nebraska seeking to certify a class of all  persons
     who  purchased IBP stock between March 25, 1999 and  January  12,
     2000.   The complaints, seeking unspecified damages, allege  that
     IBP  violated Sections 10(b) and 20(a) of the Securities Exchange
     Act  of  1934, and Rule 10b-5 thereunder, and claims  IBP  issued
     materially  false statements about the company's compliance  with
     environmental laws in order to inflate the company's stock price.
     The  lawsuits have been consolidated and the Court has  appointed
     three lead plaintiffs and has appointed lead and liaison counsel.
     An amended consolidated complaint with respect to all the actions
     was filed, and the company prepared and filed a motion to dismiss
     this  complaint.  On February 14, 2001, lead plaintiffs  filed  a
     motion  for leave to amend the amended consolidated complaint  to
     add  additional claims on behalf of all persons who purchased IBP
     stock  between March 25, 1999 to January 25, 2001.  The  proposed
     new  claims allege that IBP violated Sections 10(b) and 20(a)  of
     the  Securities Exchange Act of 1934, and rule 10b-5  thereunder,
     and  claims  IBP  issued materially false  statements  about  the
     company's  financial  results in order to inflate  the  company's
     stock price.  The company has filed its opposition to plaintiffs'
     motion for leave to amend.  Management believes it has accurately

                                    F-32

     reported  the company's compliance with environmental  laws,  and
     the company intends to vigorously contest these claims.

           On  January 15, 1997, the Illinois EPA brought suit against
     IBP   at  its  Joslin,  Illinois  facility  alleging  that  IBP's
     operations  at  its Joslin, Illinois facility are  violating  the
     "odor  nuisance"  regulations enacted in the State  of  Illinois.
     IBP  has already commenced additional improvements at its  Joslin
     facility to further reduce odors from this operation, but  denies
     Illinois  EPA's  contention  that such  conditions  amount  to  a
     "nuisance".   IBP  is  in  the midst of discussions  aimed  at  a
     complete  resolution  of  these issues, and  reports  this  issue
     solely because of a recent determination that the penalties  have
     the potential to exceed $100,000.

          In October 2000, fourteen lawsuits were filed against IBP by
     certain  shareholders in Delaware, seeking to certify a class  of
     all IBP shareholders (the "Delaware Litigation").  The complaints
     allege  IBP's  directors breached their fiduciary duties  to  IBP
     shareholders  by  approving the January 1, 2001 merger  agreement
     with Tyson, which, plaintiffs alleged, would result in a coercive
     front-end  loaded,  two-tier acquisition of IBP  by  Tyson.   The
     plaintiffs  further  alleged IBP viewed Tyson  as  the  preferred
     suitor  to  Smithfield given the alleged antagonism  between  Mr.
     Peterson and Smithfield's CEO, Joseph Luter.  Plaintiffs seek  to
     certify a class action, injunctive relief against consummation of
     the Tyson transaction, and in the event the Tyson acquisition  is
     consummated,  damages  and  costs  and  disbursements,  including
     reasonable  attorneys fees.  A motion to dismiss  this  complaint
     was filed on February 21, 2001.  In addition, two separate suits,
     containing  the  same  general allegations,  were  filed  in  the
     District Court for South Dakota.  The first of these suits, filed
     November  8,  2000, alleged that IBP's directors  breached  their
     fiduciary duties by entering into the Rawhide Agreement, in their
     own  personal  interests, and that the Rawhide Agreement  created
     barriers  to  competing bidders.  This case  was  stayed  pending
     resolution  of  the  Delaware Litigation.  A second  suit,  filed
     January  11, 2001, alleged IBP's directors caused IBP to  file  a
     false  and  misleading 14D-9 in response to Tyson's  cash  tender
     offer.   The suit seeks a declaration that IBP's 14D-9  is  false
     and  misleading, an order directing IBP's directors  to  exercise
     their  fiduciary  duties to obtain a transaction  in  IBP's  best
     interests, and compensatory damages of not less than $442 million
     and punitive actions.  A motion to stay pending resolution of the
     Delaware Litigation has been filed and is pending.

          Between January and March 2001, a number of lawsuits were filed
     by  certain shareholders in the United States District Court  for
     the  District of South Dakota seeking to certify a class  of  all
     persons  who  purchased IBP stock between February  7,  2000  and
     January  25, 2001.  The complaints, seeking unspecified  damages,
     allege  that  IBP  violated  Sections  10(b)  and  20(a)  of  the
     Securities  Exchange Act of 1934, and Rule 10b-5 thereunder,  and
     claims IBP issued materially false statements about the company's
     financial results in order to inflate the company's stock  price.
     The  company  is  currently  preparing  its  responses  to  these
     lawsuits.   Management  believes that these  claims  are  without
     merit and the company intends to vigorously contest these claims.

                                     F-33


     P.   QUARTERLY FINANCIAL DATA (UNAUDITED):
          Quarterly results are summarized as follows:
<TABLE>
                         Restated    Restated    Restated
                           First      Second      Third       Fourth
 2000                     Quarter     Quarter     Quarter     Quarter     Annual
                        ----------- ----------- ----------  ----------  -----------
 <S>                    <C>         <C>         <C>         <C>         <C>
 Net sales              $3,955,391  $4,268,835  $4,314,416  $4,410,908  $16,949,608
 Gross profit              235,312     248,104     290,767     262,161    1,036,344
 Earnings before
  accounting change
  and extraordinary
  item                      33,736      46,442      78,728      (6,253)     152,653
 Net earnings/(loss)        16,270      46,442      78,728      (6,253)     135,187
 Earnings per share:
  Earnings before
   accounting change
   and extraordinary
   item                        .29         .44         .75        (.06)        1.41
  Net earnings/(loss)          .13         .44         .75        (.06)        1.25
 Earnings per diluted
  share:
  Earnings before
   accounting change
   and extraordinary
   item                        .29         .43         .74        (.06)        1.40
  Net earnings/(loss)          .13         .43         .74        (.06)        1.24
 Dividends per share          .025        .025        .025        .025          .10
 Market price:
  High                      18 3/8      18 7/8    17 15/16    26 15/16     26 15/16
                                11     13 3/16          14     17  1/4           11

</TABLE>

          The  pro  forma net earnings for the first quarter,  assuming
     retroactive adoption of SAB 101 accounting change would be $18,699
     or $0.15 per share and $0.15 per diluted share.

          The above quarterly data for the first three quarters of 2000
     has  been restated to reflect adjustments described in Note R  and
     includes  adoption of the guidance in SAB 101 for  the  change  in
     accounting for revenue recognition as described in Note S and  for
     the  reclassification of freight expense as described in  Note  A.
     The   following  quantifies  the  adjustments  made  to   increase
     (decrease)  the  amounts originally reported  to  those  presented
     above.

                                      F-34

                    Restated   Restated   Restated
                      First     Second      Third
 2000                Quarter    Quarter    Quarter
 DFG               ---------- ---------- ----------

 Gross profit       $ (2,344)  $ (8,399)  $    345
 Net earnings         (2,111)   (10,023)     1,312
 Earnings per share     (.02)      (.09)       .01
 Earnings per diluted
   share                (.02)      (.10)       .01

 STOCK OPTIONS

 Net earnings       $  2,595   $ (1,174)  $ (1,693)
 Earnings per share      .02       (.01)      (.01)
 Earnings per diluted
   share                 .02       (.01)      (.01)

 REVENUE
 RECOGNITION

 Net sales          $(52,853)  $(25,763)  $ 23,183
 Gross profit         (2,323)    (1,498)     1,008
 Net earnings/(loss)  (3,892)      (879)       676
 Earnings per share     (.03)      (.01)      (.01)
 Earnings per diluted   (.03)      (.01)      (.01)
   share

 FREIGHT RECLASSIFICATION

 Net sales           126,207    129,099    136,989

<TABLE>
                        Restated    Restated    Restated    Restated
                          First      Second       Third      Fourth      Restated
 1999                    Quarter     Quarter     Quarter     Quarter      Annual
                      ------------ ----------- ----------- ----------- -----------
 <S>                  <C>          <C>         <C>         <C>         <C>
 Net sales            $3,325,183   $3,738,539  $3,922,042  $4,135,925  $15,121,689
 Gross profit            205,018      230,137     290,029     269,886      995,070
 Net earnings             66,021       65,241     110,017      76,588      317,867
 Earnings per share          .68          .67        1.13         .79         3.26
 Earnings per diluted
  share                      .62          .61        1.03         .71         2.96
 Dividends per share        .025         .025        .025        .025          .10
 Market price:
  High                   29 3/16       23 1/8      25 3/4          25      29 3/16
  Low                    19  3/8       16 3/4          22      17 3/4       16 3/4
 Proforma net
  earnings assuming
  retroactive
  adoption of SAB 101
  accounting change       64,960       64,562     109,891      77,709      317,122
 Proforma earnings
  per share                 0.67         0.66        1.13        0.80         3.25
 Proforma earnings
  per diluted share         0.61         0.60        1.03        0.72         2.95

</TABLE>
     The  above quarterly data has been restated to reflect adjustments
     described  in  Note  R  and  for the reclassification  of  freight

                                      F-35

     expense  as  described  in Note A.  The following  quantifies  the
     adjustments  made  to increase (decrease) the  amounts  originally
     reported to those presented above.

<TABLE>
                        Restated    Restated    Restated    Restated
                          First      Second       Third      Fourth      Restated
 1999                    Quarter     Quarter     Quarter     Quarter      Annual
 DFG                  ------------ ----------- ----------- ----------- -----------
<S>                   <C>          <C>         <C>         <C>         <C>
 Gross profit               -            -           -     $   (8,658) $    (8,658)
 Net earnings               -            -           -         (9,621)      (9,621)
 Earnings per share         -            -           -           (.10)        (.10)
 Earnings per diluted
   share                    -            -           -           (.09)        (.09)


 STOCK OPTIONS

 Net earnings        $     9,419   $   (2,532) $     (377) $    4,316  $    10,824
 Earnings per share          .10         (.03)      (0.01)        .04          .11
 Earnings per diluted
   share                     .09         (.02)       0.00         .04          .11

 FREIGHT
 RECLASSIFICATION

 Net sales           $   114,010   $  122,427  $  123,356  $  133,326  $   493,119

</TABLE>

     Q.   CAPITAL STOCK:

          REDEEMABLE STOCK:

     All redeemable stock was related to issuances by CBFA prior to the
merger in 2000, which was accounted for as a pooling of interests.


                                                       December      December
                                                          30,           25,
                                                         2000          1999
                                                  --------------- -------------
REDEEMABLE STOCK:
  Series A Preferred Stock, $0.001 par value, 25,000
   shares authorized, -0- and 5,053 shares
   outstanding, redemption amount: $-0- and
   $5.1 million                                           $  -          $ 4,820
  Series B Preferred Stock, $0.001 par value, 25,000
   shares authorized, -0- and 18,243 shares
   outstanding, redemption amount: $-0- and
   $18.5 million                                             -           16,964
  Series C Preferred Stock, $0.001 par value, 25,000
   shares authorized, -0- and 4,891 shares
   outstanding, redemption amount: $-0- and
   $5.0 million                                              -            4,161
  Class B Common Stock, $0.001 par value, 12.2
   million shares authorized, -0- and 6.5
   million shares outstanding                                -           12,542
  Class B Common Stock Warrants, -0- and 3.3
   million warrants outstanding                              -            6,077
                                                           ------        ------
                                                          $  -          $44,564
                                                           ------        ------

           Preferred  Stock.  The three series of preferred stock  were
     designated  as Series A Cumulative Mandatorily Redeemable  Pay-In-
     Kind  Preferred Stock (the "Series A Preferred Stock"),  Series  B
     Participating Preferred Stock (the "Series B Preferred Stock") and

                                  F-36

     Series  C  cumulative Mandatorily Redeemable Stock (the "Series  C
     Preferred Stock").  The holders of Series A and Series B Preferred
     Stock  were  entitled to receive annual dividends of  12%  payable
     quarterly in arrears in additional shares of the applicable series
     of  preferred stock.  Such dividends were cumulative  and  accrued
     whether  or  not  declared or earned.  The  holders  of  Series  C
     Preferred Stock were entitled to receive annual dividends  of  14%
     payable  quarterly  in arrears in additional shares  of  Series  C
     Preferred  Stock.   Such  dividends were  cumulative  and  accrued
     whether  or  not declared or earned.  There were no  dividends  in
     arrears  for  Series A, B or C preferred stock at  year-end  1999.
     All three series of redeemable preferred stock were fully redeemed
     upon  IBP's  acquisition of CBFA on February 7,  2000,  for  $28.5
     million.

           Class  B Common Stock and Warrants.  From time to time,  the
     company  issued  Class  B Common Stock and  warrants  to  purchase
     shares   of  Class  B  Common  Stock  at  $0.01  per  share   (the
     "Warrants").   In  instances  in which  Warrants  were  issued  in
     connection with other securities, proceeds from the issuance  were
     allocated based on the respective fair values of the Warrants  and
     the related securities.  Warrants generally expired ten years from
     the  date of grant.  Upon a change of control (as defined  in  the
     Subordinated Note Agreements) or at any time on or after June  30,
     2005,  the  holder  of the Subordinated Notes  has  the  right  to
     require the Company to mandatorily redeem its Class B Common Stock
     and Warrants at an appraised value.  Finally, upon termination  of
     employment with the Company, holders of Class B Common Stock under
     the  Company's  1997 Restricted Stock Plan (the "Restricted  Stock
     Plan")  (see  additional discussion in Note G) have the  right  to
     require the Company to purchase such holders' Class B Common Stock
     at  an appraised value.  As a result of these mandatory redemption
     features  (the  "Put  Features"), the Class  B  Common  Stock  and
     Warrants were classified in the accompanying consolidated  balance
     sheets as redeemable stock.

            During  the  third  quarter 2000, the participants  of  the
     Restricted Stock Plan voluntarily relinquished their rights to put
     the  stock back to the company.  Prior to the relinquishments, the
     plan was accounted for as a "variable plan" in accordance with APB
     Opinion #25 and classified as redeemable stock in the accompanying
     consolidated  balance  sheet. Following the  relinquishments,  the
     plan   became  a  "fixed  plan"  and  the  redeemable  stock   was
     reclassified to equity and deferred compensation liability in  the
     accompanying balance sheet.

                                      Redeemable
                                         Stock

Balances, December 27, 1997           $  17,627
  Dividends on preferred stock            1,719
  Restricted stock expense                  700
  Accretion of redeemable stock             322
  Redeemable stock issued                 9,524
                                       --------
Balances, December 26, 1998              29,892

  Accretion of redeemable stock             356
  Restricted stock expense                2,316
  Dividends on preferred stock            2,418
  Redeemable stock issued                10,000
  Redeemable stock repurchased             (418)
                                       --------
Balances, December 25, 1999              44,564

                                     F-37

  Accretion of redeemable stock           2,214
  Restricted stock expense               26,082
  Dividends on preferred stock              352
  Preferred stock redeemed              (28,512)
  Redeemed in exchange for
    common shares                       (14,877)
  Transferred to Additional
    paid-in capital                     (25,822)
  Transferred to Non-current
    deferred compensation                (4,001)
                                       --------
Balances, December 30, 2000           $    -
                                       ========


     PREFERRED STOCK

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

      R.  RESTATEMENTS:

     DFG RESTATEMENTS:

            Following  the  third quarter 2000, the company  identified
     $9.0   million  in  adjustments that  were  necessary  related  to
     inaccuracies  at its DFG subsidiary, which were reflected  in  the
     company's  reported results in its Quarterly Report on  Form  10-Q
     for  the  period ended September 23, 2000.  As a result  of  these
     inaccuracies,  which  were identified during  the  fourth  quarter
     2000,  the  company initiated a comprehensive internal  review  of
     operations,  systems, processes and controls related  to  its  DFG
     subsidiary.   These  reviews and other issues  raised  during  the
     fourth  quarter  2000  resulted in recording certain  charges  and
     adjustments,    as   discussed   below,   which   resulted    from
     irregularities and misstatements and impacted previously  reported
     results  for  the  year ended December 25, 1999 and  each  of  the
     interim periods of 2000.

          The  accompanying  financial statements for  1999  have  been
     restated to reflect $15.5 million of pre-tax adjustments,  related
     principally to overstated prepaid expenses; inventory valued above
     net  realizable  value; uncollectible accounts receivable  due  to
     customer  short  payments, unauthorized deductions and  subsequent
     allowances;   and  underaccrual  of  liabilities   for   inventory
     purchases,   temporary   labor  costs,  marketing,   rebates   and
     commissions  at December 25, 1999.  These adjustments resulted  in
     an  $8.7  million increase in previously reported cost of products
     sold  and  a  $6.8  million  increase  in  selling,  general   and
     administrative  expenses.   The  related  tax  impact   of   these
     adjustments of $5.9 million has also been reflected.   The  impact
     of  these  adjustments reduced net earnings by  $9.6  million  and
     related  basic and diluted earnings per share by $0.10 and  $0.09,
     respectively, from amounts previously reported for fiscal 1999.

     STOCK OPTIONS:
           The  company's stock option plan grants officers  additional
     bonus options if the original options are exercised.  The original
     officer  options are generally issued at market price at the  date
     of  the  grant, vest over a five-year period and have  a  ten-year

                                    F-38

     term.   The bonus options are issued at market price at  the  date
     the bonus options are granted and are exercisable after two years,
     provided  the shares acquired with the original options are  still
     owned  by  the officer.  As a result of the bonus options feature,
     variable  plan  accounting is appropriate for the options  granted
     under  these  provisions. Compensation expense  for  the  original
     options  has  been  revised and is now recorded over  the  vesting
     period  based on the difference between the market value  and  the
     exercise  price  at the end of each period.  Compensation  expense
     related to the bonus options is recorded based on the market value
     and  the  exercise prices over the vesting period  from  the  date
     vesting becomes probable, to the date the bonus options are vested
     and  exercisable.  Prior to the restatement, the company  followed
     fixed  accounting for these options, treating the original  grants
     and   the  bonus  option  grants  as  two  separate  grants.   The
     restatement records the period and cumulative accrued compensation
     and  related  deferred  tax  impact, which  increased  (decreased)
     compensation  expense by ($11,991) and $10,968 in 1999  and  1998,
     respectively, and adjusted income tax expense for the tax  benefit
     associated with the expense.  The change increased (decreased) net
     earnings  by  $10,824  and ($9,823) and net earnings  per  diluted
     share by $0.11 and ($0.09) in 1999 and 1998, respectively.

     SEGMENTS:
           Note  M  has  been restated for 1999 and 1998 to  reflect  a
     change  in  the  segments  from those  previously  reported.   The
     company   previously  reported  two  segments,  Fresh  Meats   and
     Foodbrands America.  As a result of reconsidering the requirements
     of   Statement   of  Financial  Accounting  Standards   No.   131,
     Disclosures   about   Segments  of  an  Enterprise   and   Related
     Information,  the  company has expanded  the  number  of  segments
     disclosed.

     CASH FLOW STATEMENTS:
          The statements of cash flows have also been restated for 1999
     and  1998  to reflect the impact of the DFG misstatements  and  to
     reclassify  the  change  in the company's  checks  in  process  of
     clearance to cash flows from operations rather than from financing
     activities.  The restated cash flows also provide more  detail  of
     certain  cash  transactions that were  previously  reported  on  a
     combined basis.

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

CONSOLIDATED BALANCE SHEET
December 25, 1999                   As
                                Previously                Stock        As
                                 Reported       DFG      Options     Restated
                                ------------ ---------- ---------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents        $   33,294   $   (429)   $   -     $   32,865
Accounts receivable                 853,234     (3,555)       -        849,679
Inventories                         619,977     (4,785)       -        615,192
Deferred income tax benefits         60,820      2,606        -         63,426
Prepaid expenses                     21,138     (1,572)       -         19,566
  TOTAL CURRENT ASSETS            1,588,463     (7,735)       -      1,580,728
    TOTAL ASSETS                  4,151,292     (7,735)       -      4,143,557

                                           F-39

CONSOLIDATED BALANCE SHEET
December 25, 1999                   As
(continued)                     Previously                Stock        As
                                 Reported       DFG      Options     Restated
                                ------------ ---------- ---------- -----------

LIABILITIES, REDEEMABLE
 STOCK AND
  STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
 expenses                        $  731,066   $  5,176    $   -     $  736,242
Federal and state
 income taxes                       138,910     (3,290)       -        135,620
  TOTAL CURRENT LIABILITIES       1,430,831      1,886        -      1,432,717
Deferred income taxes                 8,762       -          (396)       8,366
Other                               160,172       -         7,394      167,566
                                    168,934       -         6,998      175,932
STOCKHOLDERS' EQUITY:
Retained earnings                 1,375,590     (9,621)    (6,998)   1,358,971
   TOTAL LIABILITIES,
    REDEEMABLE STOCK and
     STOCKHOLDERS' EQUITY         4,151,292     (7,735)      -       4,143,557


CONSOLIDATED STATEMENT OF EARNINGS
52 Weeks Ended December 25, 1999
                                     As
                                Previously                Stock        As
                                 Reported       DFG      Options     Restated
                                ------------ ---------- ----------  ----------
Cost of products sold           $14,117,961   $  8,658   $   -     $14,126,619
Selling, general and
  administrative expenses           445,606      6,859    (11,991)     440,474
Earnings from operations            558,122    (15,517)    11,991      554,596
Income taxes                        173,642     (5,896)     1,167      168,913
Net earnings                        316,664     (9,621)    10,824      317,867

Earnings per share - Basic      $      3.25   $  (0.10)  $   0.11  $      3.26
Earnings per share - Diluted           2.94      (0.09)      0.11         2.96
(1) Includes reclassification of $486,653 of freight charges that were
     previously classified as a reduction of net sales.

                                           F-40

CONSOLIDATED STATEMENT OF EARNINGS
52 Weeks Ended December 26, 1998
                                     As
                                Previously                Stock        As
                                 Reported       DFG      Options     Restated
                                ------------ ---------- ----------  ----------
Selling, general and
  administrative expenses       $   344,596   $   -      $ 10,968  $   355,564
Earnings from operations            392,938       -       (10,968)     381,970
Income taxes                        127,577       -        (1,145)     126,432
Net earnings                        192,975       -        (9,823)     183,152

PER SHARE DATA:
 Earnings per share:
  Earnings before
   extraordinary item           $      2.13   $   -      $  (0.11) $      2.02
  Extraordinary loss                  (0.16)      -          0.01        (0.15)
  Net earnings                         1.97       -         (0.10)        1.87

Earnings per share -
  assuming dilution:
 Earnings before
  extraordinary item            $      1.95   $   -      $  (0.09) $      1.86
 Extraordinary loss                   (0.14)      -           -          (0.14)
 Net earnings                          1.81       -         (0.09)        1.72

CONSOLIDATED STATEMENT OF CASH FLOWS                     Reclass
52 Weeks Ended                     As                   Checks in
December 25, 1999               Previously             Process of      As
                                 Reported       DFG      Clearing    Restated
                                ------------ ---------- ----------  ----------
                                              Inflows (outflows)
Net cash flows provided by
  operating activities          $   297,792   $   (429)  $ 20,576  $   317,939
Net cash flows provided by
 (used in) financing
  activities                        424,683       -       (20,576)     404,107
Net change in cash and cash
equivalents                           4,465       (429)      -           4,036
Cash at end of year                  33,294       (429)      -          32,865

52 Weeks Ended December 26, 199

Net cash flows provided b
  operating activities          $   371,433   $   -      $(29,464) $   341,969
Net cash flows provided by
  (used in) financing
   activities                       (14,897)      -        29,464       14,567


                                        F-41

     S.   REVENUE RECOGNITION:

          Beginning in the first quarter 2000, the company changed its
     method  of accounting for revenue recognition in accordance  with
     Staff  Accounting Bulletin (SAB) No. 101, Revenue Recognition  in
     Financial  Statements.  As a result of the guidance  in  SAB  No.
     101,  the  company  will  recognize  revenue  upon  delivery   to
     customers.   Previously, the company had recognized revenue  upon
     shipment  to customers, in accordance with its interpretation  of
     Statement  of  Financial Accounting Concepts No. 5,  Revenue  and
     Recognition  in Measurement in Financial Statements  of  Business
     Enterprises. The cumulative effect of the change on  prior  years
     resulted  in a charge to earnings of $2,429 (net of income  taxes
     of  $1,489) or $.02 per share, which is included in earnings  for
     the year ended December 30, 2000. The effect of the change on the
     year  ended  December 30, 2000 was to decrease income before  the
     cumulative effect of the accounting change by $2,035 or $0.02 per
     share.  The pro forma amounts presented in the earnings statement
     were   calculated  assuming  the  accounting  change   was   made
     retroactively to prior periods.

           For  the  53  weeks  ended December 30, 2000,  the  company
     recognized $63,311 in revenue that was included in the cumulative
     effect  adjustment  in  the first quarter.  The  effect  of  that
     revenue  in  the  twelve months ended December 30,  2000  was  to
     increase net earnings by $2,429 (after reduction for income taxes
     of $1,489) during that period.

     T.      ASSET IMPAIRMENTS:

           During  the fourth quarter of 2000, the company recorded  an
     additional pre-tax impairment charge to SG&A expense of $60,352 in
     the  Foodbrands  segment  to reduce intangibles  from  $80,431  to
     $20,079  and  thus,  the carrying value of the investment  in  DFG
     Foods  LLC. ("DFG").  Previously, the company recorded  a  pre-tax
     impairment charge of $5,763 in the second quarter of 2000  related
     to an earn-out payment to the previous owners that was made on the
     basis of what the company later concluded were misstated financial
     results.

           DFG  represents  the  fully  integrated  operations  of  two
     separate  acquisitions; one in October 1998 and one in  June  1999
     that produce prepared hors d' oeuvres, kosher foods, and food  for
     airlines.    Although  DFG  experienced  increasing  sales   since
     acquisition through September 2000, the operating results  reflect
     significant losses and negative cash flow (as restated)  that  are
     substantially   attributable  to  irregularities,   as   well   as
     mismanagement,  at  the DFG level.  During the fourth  quarter  of
     2000,  DFG  experienced an unexpected and precipitous  decline  in
     sales  relative to both the prior year period and  budget.   These
     declines  resulted from a decrease in orders from major  customers
     combined  with  a  substantial increase in sales  and  promotional
     discounts  and  demand  for new product lines  not  materializing,
     which  management does not believe is temporary.  In addition,  as
     part  of  the  integration process, manufacturing operations  were
     further   automated  to  increase  product  safety,  to   generate
     economies  of  scale  and to support substantially  greater  sales
     levels.   Due  to  the  sales  shortfalls,  these  upgrades   have
     contributed to an uncompetitive cost structure.    As a result  of
     declining  demand  and reduced market pricing  for  its  products,
     combined  with  the current cost structure, operating  losses  and
     negative  cash flow, management initiated an impairment review  of
     the carrying value of the investment in DFG.  Since these acquired
     entities  have  been integrated into one operational,  managerial,
     sales and marketing and accounting platform, it is not possible to

                                     F-42

     separately identify cash flows of each of the acquired operations.
     Therefore,  for  impairment  test purposes,  DFG  as  a  whole  is
     considered the lowest level for which there are identifiable  cash
     flows  that  are  largely independent of the cash flows  of  other
     groups of assets.

           The  company intends to evaluate DFG's prospective operating
     performance  over a two-year period.  Unless the projected  return
     on  investment generated by DFG during this period can be improved
     beyond  current  projections, it is likely that  DFG  would  be  a
     divestiture   candidate.   Accordingly,  management  prepared   an
     analysis of its best estimate of expected undiscounted cash flows.
     The estimated cash flows were based on management's evaluation  of
     DFG's operations as well as the market niche it competes in for  a
     two-year period with a termination value at the end of the  second
     year. These estimated undiscounted cash flows were determined  not
     to  be  adequate to support the carrying value of the  investment;
     therefore,  an  impairment charge was warranted.   The  impairment
     charge  was  based on a third-party appraisal of the current  fair
     value of the DFG business as an ongoing, stand-alone entity.

          The  company  is  working diligently to turn around  the  DFG
     operation.  New management has been recruited to operate  DFG  and
     appropriate  infrastructure is being put in place to  support  the
     business.  Senior management and DFG management are reviewing  the
     operations  to  determine  how  to  lower  costs  and  develop   a
     profitable sales volume and mix.  However, if this operation  does
     not   show  significant  improvement,  IBP  will  exit  from  this
     business.

          During  1999, the company wrote down $30 million of  impaired
     long-lived  assets,  including $15 million in the  fourth  quarter
     1999.   These  write-downs,  which  were  classified  in  cost  of
     products  sold,  were  primarily  attributable  to  the  company's
     decision to exit its cow boning business.

     U.     SUBSEQUENT EVENT:

          On January 1, 2001, the IBP board of directors authorized
     IBP to terminate  the  merger  agreement  with Rawhide Holdings
     Corporation ("Rawhide") and Rawhide Acquisition Corporation and
     enter into an Agreement and Plan of Merger, dated as of January
     1,   2001  (the  "Tyson  Agreement")  with  Tyson  Foods,  Inc.
     ("Tyson").   On  March 29, 2001, Tyson announced  that  it  was
     "discontinuing" the Tyson Agreement.  Tyson alleges  they  were
     inappropriately  induced to enter the Tyson Agreement,  due  to
     the  alleged  failure to disclose comments  received  from  the
     Securities  and  Exchange Commission  ("SEC")  contained  in  a
     December  29, 2000 letter from the SEC.  This SEC letter,  they
     claim,  resulted  in  restatements  of  IBP's  financials   and
     filings.  They further claim that based upon these facts, Tyson
     has   a   right  to  rescind  the  Tyson  Agreement  and   seek
     compensation from IBP.  In the event they are unable to rescind
     the  Tyson  Agreement, Tyson claims a right  to  terminate  the
     Tyson Agreement pursuant to sections 11.01(f) and 12.01 of  the
     Tyson  Agreement.  Tyson has filed a lawsuit against  IBP  with
     allegations    consistent   with   the    foregoing,    seeking
     reimbursement of amounts advanced under the Tyson Agreement and
     other merger related expenses.


          Under the terms of the Agreement and Plan of Merger, dated
     as  of  October 1, 2000 (the "Rawhide Agreement"), by and among
     IBP, Rawhide and Rawhide Acquisition Corporation, IBP agreed to
     pay Rawhide a $59 million termination fee and reimburse Rawhide
     for up to $7.5 million of its documented out-of-pocket fees and
     expenses if the Rawhide Agreement were terminated under certain
     circumstances.   IBP became obligated to pay  such  amounts  to
     Rawhide  when  the  IBP board of directors  authorized  IBP  to

                                    F-43

     terminate  the  Rawhide  Agreement  and  enter  into  a  merger
     agreement with Tyson.

          Pursuant  to a letter from Tyson to IBP dated  January  1,
     2001, Tyson agreed to make the $66.5 million payment to Rawhide
     on IBP's behalf on January 2, 2001.  Under the Tyson Agreement,
     by  and among IBP, Tyson and Lasso Acquisition Corporation, IBP
     is  obligated to reimburse Tyson for its $66.5 million  payment
     (as  well  as  pay  Tyson  a $15 million  termination  fee  and
     reimburse it for $7.5 million of fees and expenses) only if one
     of  the  following  occurs:   (1) Tyson  terminates  the  Tyson
     Agreement  because (a) IBP's board of directors  withdraws  its
     recommendation  of  the  merger with  Tyson  or  recommends  an
     alternative  transaction or (b) IBP fails to call a shareholder
     meeting or mail a proxy statement to its shareholders within 20
     days after the SEC declares effective the prospectus associated
     with  the  transaction; (2) IBP terminates the Tyson  Agreement
     because the IBP board of directors authorized IBP to enter into
     a  binding  written agreement with another party  concerning  a
     transaction that is superior to the transaction with Tyson;  or
     (3)  the Tyson Agreement is terminated, i) by(a) Tyson, because
     of  a  material  breach of the Tyson Agreement by  IBP  or  (b)
     either  Tyson  or  IBP,  because  either  the  merger  is   not
     consummated  by  May  31, 2001 or the IBP stockholders  do  not
     approve  the  Tyson  Agreement  at  a  duly  held  stockholders
     meeting,  and ii) at the time of such termination with  respect
     to either 3(i)(a) or (b), there is outstanding an offer by another
     party to enter into a transaction with IBP in which IBP
     shareholders would receive value in excess of $30.00 per share,
     and, iii) within six months of the termination of the Tyson
     Agreement described in 3(i)(a) or (b), IBP enters into an agreement
     for an alternative transaction.

          Management believes that Tyson does not have a valid basis
     to discontinue or terminate the Tyson Agreement between the two
     companies.   However, management and its outside  counsel  have
     not  had  the  opportunity to review and study  in  detail  the
     allegations in this lawsuit.  Therefore, it is not possible  to
     predict the ultimate outcome of this dispute at this time.



                               F-44

                      IBP, inc. AND SUBSIDIARIES

               SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
                               AND RESERVES

                     Fiscal Years 1998, 1999 and 2000
                              (In thousands)

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

           Balance, December 26, 1997              $ 10,422

             Amounts charged to costs and             2,161
           expenses
             Recoveries of amounts previously
              written off                               231
             Write-off of uncollectible                (290)
           accounts
             Acquired in business combinations          678
             Foreign currency translation               (92)
                                                  ---------
           Balance, December 26, 1998                13,110

             Amounts charged to costs and            15,907
           expenses
             Recoveries of amounts previously
              written off                               100
             Write-off of uncollectible              (8,344)
           accounts
             Acquired in business combinations          512
             Foreign currency translation                67
                                                  ---------
           Balance, December 25, 1999                21,352

             Amounts charged to costs and            10,455
           expenses
             Recoveries of amounts previously
              written off                                 8
             Write-off of uncollectible             (11,892)
           accounts
             Foreign currency translation               (25)
                                                  ---------
           Balance, December 30, 2000              $ 19,898
                                                  =========



                                      S-1