UNITED STATES

               SECURITIES AND EXCHANGE COMMISSION

                           FORM 10 - K

                     Washington, D.C.  20549

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

       THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

           For the fiscal year ended December 30, 1995          
                ______________________________

                            IBP, inc.

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

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

Telephone Number: (402) 494-2061       
         _________________________________________________

Securities registered pursuant to section 12(g) of Act:

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

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

       Disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is contained in definitive Proxy Statement
incorporated by reference in Part III of this Form 10-K.

       The aggregate market value of the registrant's common
stock held by non-affiliates (94,451,814 shares) based on the
New York Stock Exchange average bid and ask price on March 19,
1996, was approximately $2.35 billion.

       As of March 19, 1996, the registrant had outstanding
94,728,350 shares of its common stock.

               DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the registrant's 1995 Annual Report
to Stockholders (the "Annual Report") are
incorporated by reference in Parts I, II and IV of this Report. 
Portions of the registrant's definitive Proxy Statement dated
March 13, 1996, (the "Proxy Statement") are incorporated by
reference in Part III of this Report.  Other documents
incorporated by reference in this Report are listed in the
Exhibit Index on page 22.                                       

          
                          PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES


General

       IBP, inc., ("IBP") a Delaware corporation, principally
produces fresh beef and fresh pork products.  IBP's primary
products include boxed beef and fresh pork which are marketed
mainly in the United States to grocery chains, meat
distributors, wholesalers, retailers, restaurant and hotel
chains, and processors who produce cured and smoked products,
such as bacon, ham, luncheon meats and sausage items.  IBP also
produces inedible allied products, such as hides and other items
used to manufacture products such as leather, animal feed and
pharmaceuticals, and edible allied products, which include
variety meat items.

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

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

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

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

                              1995    1994    1993

Processed Beef Products         64%     66%     67%

Beef Carcasses1                  5       4       4 

Processed Pork Products         17      17      18 

Beef And Pork Allied Products   14      13      11              
                              ----    ----    ----                          
                               100%    100%    100% 
                              ====    ====    ==== 

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


History of IBP's Business


       IBP was first incorporated in 1960.  It began operations
in 1961 with a single fed beef carcass production facility
located near Denison, Iowa, in what was then the nation's major
cattle-producing region.  IBP grew in the Northern and Central
Plains states over the following nine years and opened beef
plants in Dakota City, Nebraska; Emporia, Kansas; Luverne,
Minnesota; and West Point, Nebraska.  IBP expanded into the
Southern Plains in 1975, when it built its Amarillo, Texas,
facility near the large commercial feedlot operations of that
region.  In 1976, it moved into the Pacific Northwest through
the acquisition and expansion of plants in Pasco, Washington,
and Boise, Idaho.  Company expansion continued in 1980 with
construction of a facility in Finney County, Kansas, and in 1983
with the purchase and expansion of a plant in Joslin, Illinois.
In 1990, IBP opened its  Lexington, Nebraska, fed beef plant and
in 1994 IBP purchased Lakeside Farm Industries, Ltd.
("Lakeside"), an agribusiness company with a fed beef carcass
facility in Brooks, Alberta, Canada, IBP's first plant outside
of the United States.  

       IBP began its cow boning operations in 1995 by acquiring
facilities in Tama, Iowa; Gibbon, Nebraska and Sealy, Texas. 
The plants will supplement IBP's expansion into hamburger patty
production.

       IBP began pork operations in 1982 when it purchased,
expanded and commenced operation of a pork facility in Storm
Lake, Iowa.  Additional pork facilities were added in 1986 in
Louisa County, and Council Bluffs, Iowa; in 1987 in Madison,
Nebraska; in 1989 in Perry, Iowa; in 1990 in Waterloo, Iowa; and
in 1993 in Logansport, Indiana.  In 1994 IBP constructed ham
processing facilities at its Council Bluffs, Iowa, and Madison,
Nebraska, locations.  The ham facilities are operated by
the Consumer Products Division.  

       In 1995 IBP's newly formed Allied Group entered into a
joint venture with Sand Livestock Systems, Inc. of Columbus,
Nebraska and China's Shandong Province to develop a fully
integrated pork production operation in China.  Plans
tentatively call for the joint venture to begin production in
1997.

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

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

       On September 4, 1991, Occidental offered all of its
shares of IBP Common Stock to its stockholders and certain
standby underwriters in an underwritten rights offering.  As a
result of this transaction, Occidental no longer owns any shares
of IBP Common Stock.

Operations

       Cattle and Hog Supplies

       IBP does not currently raise cattle or hogs in the United
States.  IBP's Canadian subsidiary, Lakeside, has cattle feeding
facilities, other  agricultural divisions and a fed beef carcass
production facility.  In 1995 Lakeside's feedlots provide
approximately 17% of that facility's live cattle needs.  IBP's
main supply of live cattle and hogs is purchased by IBP buyers
who are trained to select high quality animals that are
candidates for higher yields. IBP's buyers purchase cattle and
hogs on a daily basis, generally a few days before the animals
are required for production, and live animals are generally held
in IBP's holding pens for only a few hours.

       Production Process

       IBP's fed beef carcass production facilities reduce live
fed cattle to dressed carcass form and process allied products,
and its processing facilities conduct fabricating operations
to produce boxed beef.  IBP's fed carcass and beef
processing facilities operated in 1995 at approximately 91% and
92%, respectively, of their production capacities.

       IBP's cow boning facilities produce beef trimmings and
boneless cuts of beef that are sold to customers who produce
hamburger, sausage and deli meats.  IBP's cow boning facilities
operated in 1995 at approximately 81% of their production
capacity.

       IBP's pork facilities produce fresh boxed pork for
shipment to retailers and also produce pork bellies, hams and
boneless picnic meat for shipment to customers who further
process the pork into bacon, cooked hams, luncheon meats and
sausage items.  In 1995, IBP's pork plants operated at
approximately 84% of their production capacity.

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

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

       Consumer Products Division

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

Facilities

       The corporate headquarters of IBP are located primarily
in Dakota City, Nebraska, with some facilities in Dakota Dunes,
South Dakota.  IBP believes that its plants are among the most
modern in the world and strives to maintain and enhance its
facilities.  Generally, plants and additions are designed and
constructed by IBP's personnel.  IBP considers its existing
plants and equipment to be in excellent condition.  IBP's
capital spending for 1996 is expected to be in the
range of $175 million, which includes expenditures for
environmental compliance activities.  Its principal plants as of
December 30, 1995, are described below.

       Beef 

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

       Pork

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

       Consumer Products

       IBP's cooked meats facilities are in Iowa and New Mexico.
IBP's third facility in South Carolina is currently under
renovation.  IBP's two ham processing facilities are located
next to pork facilities in Iowa and Nebraska.

Sales and Distribution

       IBP's customers include domestic and international
grocery chains, meat distributors, wholesalers, retailers,
restaurant and hotel chains, and meat processors who produce
cured and smoked products, such as bacon, ham, luncheon meat and
sausage items.  Most sales are made pursuant to daily orders as
opposed to longterm supply contracts.  In each of the past three
years, IBP's largest beef customer accounted for less than 5% of
its annual beef gross sales, and its largest pork customer
accounted for less than 7% of its annual pork gross sales.  For
the same periods, IBP's largest customer for beef and pork
combined accounted for less than 5% of its annual gross product
sales.

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

       IBP sells to international customers through foreign and
domestic sales offices.  In fiscal 1995, export sales accounted
for approximately 14.4% of IBP's net sales, which compares to
approximately 12.8% in fiscal 1994 and 11.9% in fiscal 1993.

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

Competition

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

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

       IBP's hog buyers generally purchase hogs based upon an
average daily bid price.  The average daily bid price is
adjusted for each producer by tracking the producer's yield and
quality results.  From the results of the producer's prior
sales, IBP is able to generate a discount or a premium which
adjusts the average daily bid for that individual producer.  IBP
believes this purchasing system is one of the most advanced and
accurate methods for establishing fair prices in the industry.

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

       IBP is the largest producer of fresh beef and pork
products in the United States.  IBP believes that its two
largest beef competitors in 1995 were ConAgra, Inc. ("ConAgra")
and Excel Corporation, a subsidiary of Cargill, Inc.  It
believes that its largest pork competitors in 1995 were
Smithfield, ConAgra and Hormel.

Employees

       As of December 30, 1995, IBP had approximately 34,000
employees. Whenever possible, production employees are recruited
locally and trained by IBP for specific tasks.

       IBP considers its relations with its employees at its
plants to be good.  Approximately 13,000 hourly employees at
seven of IBP's 26 production facilities are represented by labor
organizations.  The labor contracts applicable to these plants
expire as follows:

                                                Contract Expiration
     Plant                 Union                     Date            

Amarillo, Texas          Teamsters (1)            April 1998

Pasco, Washington        Teamsters (1)            May 1999

Tama, Iowa               Teamsters (1)            January 2001

Dakota City, Nebraska    UFCW(2)                  August 1999

Joslin, Illinois         UFCW(2)                  October 1996

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

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

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

Regulatory Matters

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

       IBP is subject to federal, state and local laws and
regulations governing environmental protection, which require
significant expenditures to maintain compliance.  IBP
believes that it is in substantial compliance with
such laws and regulations.  IBP is not aware of any violations
of, or pending changes in, such laws and regulations that are
likely to result in material penalties or material increases in
compliance costs.  IBP incurred $5.3 million in capital
expenditures for environmental control facilities in fiscal 1995
and anticipates capital expenditures of approximately $13
million in fiscal 1996.

              EXECUTIVE OFFICERS OF THE REGISTRANT

                           Age at    Positions With IBP and     
                        January 27,  Five-Year Employment
Name                        1996            History            
----                    ----------   ----------------------------
Richard L. Bond             48       President -- Fresh Meats since 1995;
                                     1994-1995 Executive Vice President --
                                     Beef; 1989-1994 Group Vice President --
                                     Beef Sales and Marketing; 1982-1989 Vice
                                     President -- Boxed Beef Sales and
                                     Marketing

Kenneth W. Browning, Jr.    46       Executive Vice President since 1996;
                                     1989-1996 Senior Vice President -- Hide
                                     Division; 1982-1989 Vice President --
                                     Hides

Lonnie O. Grigsby           56       Executive Vice President and General
                                     Counsel since 1995; Secretary since
                                     1985; 1988-1995 Executive Vice          
                                     President -- Finance & Administration;
                                     General Counsel 1985-1990 and since 1993;
                                     1987-1988 Senior Vice President;
                                     1985-1987 Vice President

Craig J. Hart               40       Vice President -- Controller since 1995;
                                     1993-1995 Assistant Vice President,
                                     Controller; 1990-1993 Controller

David C. Layhee             51       President -- Consumer Products since
                                     1995; 1994-1995 Executive Vice
                                     President -- Design Products; 1989-1994
                                     Group Vice President -- Design Products;
                                     1983-1989 Group Vice President -- Sales
                                     & Marketing

Eugene D. Leman             53       President -- Allied Group since 1995;
                                     Director since 1989; 1986-1995 Executive
                                     Vice President -- Pork Division; 1981-
                                     1986 Group Vice President -- Pork         
                                     Division

James V. Lochner            43       Executive Vice President -- Technical
                                     Services/Engineering since 1995; 1993-
                                     1995 Senior Vice President -- Technical
                                     Services; 1989-1993 Vice President -- 
                                     Technical Services; 1986-1989 Assistant
                                     Vice President Quality Control -- Beef;
                                     1984-1986 Director -- Quality Control

Charles F. Mostek           48       Executive Vice President -- Fresh Meat
                                     Sales and Marketing since 1995; 1989-
                                     1995 Vice President -- Beef Sales; 1985-
                                     1989 Vice President -- Slaughter
                                     Division Sales; 1981-1985 Assistant Vice
                                     President -- Carcass Grading and
                                     Administration

Robert L. Peterson          63       Chairman of the Board of Directors since
                                     1981; Chief Executive Officer since 1980;
                                     Director since 1976; 1979-1995 President

Kenneth L. Rose             51       Executive Vice President -- Operations
                                     Services since 1995; 1989-1995 Senior
                                     Vice President -- Logistics Services;
                                     1982-1989 Vice President -- 
                                     Transportation

Jerry S. Scott              50       Executive Vice President -- Fresh Meat
                                     Operations since 1995; 1986-1995 Vice
                                     President -- Pork Operations

Larry Shipley               40       Executive Vice President -- Corporate
                                     Development since 1995; 1995 Senior Vice
                                     President -- Corporate Development;
                                     1994-1995 Assistant to the Chairman; 
                                     1989-1994 Assistant to the President.


ITEM 3.  LEGAL PROCEEDINGS

        Incorporated by reference from the Annual Report, page
18, section entitled "Notes to Consolidated Financial
Statements," at note "J. Commitments and Contingencies."  In
addition, IBP negotiated a settlement with the United Stated
Environmental Protection Agency concerning alleged violations of
permit standards and related issues under both federal and state
water and air statutes related to its Joslin, Illinois beef
complex facility.  Such alleged violations were first reported
in IBP's September 26, 1992 quarterly report on Form 10-Q.  A
consent decree was entered in October 1995, resulting in the
payment by IBP of fines totaling $280,000.         

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 1995.

                             PART II

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

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

ITEM 6.  SELECTED FINANCIAL DATA

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

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

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

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

         Incorporated by reference from the Proxy Statement,
page 15, section entitled "INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS."

                                     PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Incorporated by reference from the Proxy Statement,
pages 2-4, section entitled  "ELECTION OF DIRECTORS" and
reference is also made to the information regarding executive
officers set forth in "EXECUTIVE OFFICERS OF THE REGISTRANT" in
Part I of this report.

ITEM 11.  EXECUTIVE COMPENSATION

          Incorporated by reference from the Proxy Statement,
pages 7-13, section entitled "SUMMARY COMPENSATION TABLE";
"OPTION GRANTS TABLE," "AGGREGATED OPTION EXERCISES AND YEAR-END
OPTION VALUE TABLE," "PERFORMANCE GRAPH," "NEW PLANS BENEFITS"
and from page 5, section entitled "ELECTION OF DIRECTORS,"
subsection  "Information Regarding Director's Compensation." 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND   
          MANAGEMENT 
          Incorporated by reference from the Proxy Statement, pages 2 and 5,
sections entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS" and
"SECURITY OWNERSHIP OF MANAGEMENT." 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Incorporated by reference from the Proxy Statement,
page 4, sections entitled "ELECTION OF DIRECTORS," subsection 
"Information Regarding the Board of Directors and its
Committees" and from page 7, section entitled "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS."

                              PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K

  (a)   Documents filed as part of this report.

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

        1. Consolidated Financial                 Location      
           Statements

           Report of Independent Accountants      Annual Report, page 23 and
                                                  pages 16 and 17 of this
                                                  report

           Consolidated Statements of Earnings    Annual Report, page 9

           Consolidated Balance Sheets            Annual Report, pages 10-11

           Consolidated Statements of Cash Flows  Annual Report, page 12

           Consolidated Statements of Changes     Annual Report, page 13 
           in Stockholders' Equity                        

           Notes to Consolidated Financial        Annual Report, pages 14-19
           Statements  

        2.  Financial Statement Schedule        

        Reports of Independent Accountants on Financial       
          Statement Schedules

        Schedule II      Valuation and Qualifying Accounts and  
                         Reserves 

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

      3.  Exhibits

      3.1*     Restated Certificate of Incorporation of IBP (filed as Exhibit
               No. 2A to IBP's Registration Statement on Form 8-A, dated
               March 9, 1988, File No. 1-6085).

      3.2*     By-laws of IBP (filed as Exhibit No. 2B to IBP's Registration
               Statement on Form 8-A, dated March 9, 1988, File No. 1-6085).

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

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

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

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

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

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

     10.14*    Form of IBP's Indemnification Agreement with officers and
               directors (filed as Exhibit No. 10.18 to IBP's Registration
               Statement on Form S-1, dated August 19, 1987, File No. 1-6085).

     10.21     Credit Agreement (Revolving/Term Credit Facility) dated as of
               December 21, 1995, between IBP, inc. and various lenders with
               First Bank National Association as Administrative Agent and
               Bank of America National Trust and Savings Association as 
               Co-Agent.

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

     10.24*    Employment Agreement, effective as of October 9, 1992,
               between IBP and Lonnie O. Grigsby (filed as Exhibit No. 10.24
               to the Annual Report on Form 10-K of IBP for the fiscal year
               ended December 26, 1992, File No. 1-6085).

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

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

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

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

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

     11.       Statement regarding computation of earnings per share.

     13.       1995 Annual Report to Stockholders.

     16.       Letter regarding change in certifying accountant.

     21.       Subsidiaries of IBP, inc. as of December 30, 1995.

     22.*      Matters submitted to vote of security holders (filed as Item 4
               to the Quarterly Report on Form 10-Q for the 26 weeks ended
               July 1, 1995, File No. 1-6085).

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

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

__________________
 * Incorporated herein by reference 

  (b) Reports on Form 8-K

      Not Applicable.

  (c) Other Matters 

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

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

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





                REPORT OF INDEPENDENT ACCOUNTANTS              


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

     Our report on the consolidated financial statements of IBP, inc. and 
subsidiaries is included in this Form 10-K.  In connection with our audit of
such financial statements, we have also audited the related financial 
statement schedule listed in Item 14 of this Form 10-K for the year ended
December 30, 1995.

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


COOPERS & LYBRAND
Omaha, Nebraska
January 22, 1996




                REPORT OF INDEPENDENT ACCOUNTANTS               


To the Board of Directors of IBP, inc.

Our audits of the consolidated financial statements referred to
in our report dated February 3, 1995 appearing on page 23 of the
1994 Annual Report to Stockholders of IBP, inc. (which report
and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10_K) also included an
audit of the financial statement schedule at December 31, 1994
and December 25, 1993 and for the fiscal years then ended listed
in Item 14(a)2 of this Form 10_K.  In our opinion, this
Financial Statement Schedule presents fairly, in all material
respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.


PRICE WATERHOUSE LLP

Chicago, Illinois
February 3, 1995




          
                      IBP, inc. AND SUBSIDIARIES

            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                            AND RESERVES

                    Fiscal Years 1993, 1994 and 1995
                           (In thousands)


                                              Allowance for
                                              Doubtful Accounts
                                              -----------------
Balance, December 26, 1992                      $3,000

  Amounts charged to costs and expenses          1,535
  Recoveries of amounts previously
    written off                                     27
  Write-off of uncollectible accounts             (364)
                                                 -----

Balance, December 25, 1993                       4,198

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

Balance, December 31, 1994                       9,397

  Amounts charged to costs and expenses            478
  Recoveries of amounts previously 
    written off                                    106
  Write-off of uncollectible accounts             (508)
  Other                                             21
                                                 -----

Balance, December 30, 1995                      $9,494
                                                 =====                          




                           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 28, 1996
                                    --------------             
      

       Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the date indicated.

     Signature                Title                      Date 
     ---------                -----                      ----

/s/ Robert L. Peterson     Chairman of the Board         March 28, 1996
----------------------     and Chief Executive Officer   --------------
                           (principal executive officer)

/s/ Larry Shipley          Executive Vice President -    March 27, 1996    
----------------------     Corporate Development         --------------
                           (principal financial officer)

                                                                
/s/ Craig J. Hart          Vice President and            March 25, 1996
----------------------     Controller                    --------------

                                                               
/s/ Richard L. Bond        Director                      March 26, 1996
----------------------                                   --------------

/s/ John S. Chalsty        Director                      March 28, 1996
----------------------                                   --------------
                                                                
/s/ Wendy L. Gramm         Director                      March 24, 1996
----------------------                                   --------------  
                                                                
/s/ David C. Layhee        Director                      March 26, 1996
----------------------                                   --------------  

/s/ Eugene D. Leman        Director                      March 26, 1996
----------------------                                   --------------

/s/ JoAnn R. Smith         Director                      March 23, 1996
----------------------                                   --------------

/s/ Dale C. Tinstman       Director                      March 25, 1996
----------------------                                   --------------
 

EXHIBIT INDEX

Exhibit Number              Description                         
--------------    --------------------------------------------------

Exhibit 10.21     Credit Agreement (Revolving/Term Credit Facility)

Exhibit 10.25     Employment Agreement, effective March 1, 1995, between IBP
                  and Richard L. Bond

Exhibit 10.26     Employment Agreement, effective March 1, 1995, between IBP
                  and Eugene D. Leman

Exhibit 10.27     Employment Agreement, effective March 1, 1995, between IBP
                  and David C. Layhee

Exhibit 11        Statement regarding computation of earnings per share

Exhibit 13        1995 Annual Report to Stockholders

Exhibit 16        Letter regarding change in certifying accountant

Exhibit 21        Subsidiaries of IBP, inc. as of December 30, 1995

Exhibit 23.1      Consent of Independent Accountants 

Exhibit 23.2      Consent of Independent Accountants