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                                                                 Exhibit 10.6(b)


                              AMENDMENT NUMBER ONE

                                     TO THE

                             PREMIUM STANDARD FARMS
                           DEFERRED COMPENSATION PLAN


         Premium Standard Farms ("the Company") maintains a nonqualified
deferred compensation plan, known as the Premium Standard Farms Deferred
Compensation Plan ("the Plan") for the benefit of certain key executives.
Section 12.1 of the Plan provides that the Company may amend the Plan at any
time, subject to restrictions described in that Section. In accordance with the
authority granted by that Section, the Company hereby amends the Plan by
substituting the following new subsection 2.1(g) for the subsection currently in
effect:

         (g)      The term "EXECUTIVE" means an employee or officer of the
                  Company or an employee of a corporation, trade or business
                  that is a member of the Company's "controlled group" of
                  corporations, trades or businesses (within the meaning of
                  Sections 414(b) or (c) of the Internal Revenue Code):

                  (1)      who is in a select group of management executives or
                           highly paid management employees of the Company;

                  (2)      who is exempt from the minimum wage and maximum hour
                           requirements of the Fair Labor Standards Act, as
                           described in 29 U.S.C. Section 213(a) and regulations
                           promulgated thereunder; and

                  (3)      whose annual salary from all employers within the
                           Company's "controlled group" of corporations, trades
                           or businesses exceeds the amount described in Section
                           414(q)(1)(B)(i) (as adjusted periodically by the
                           Secretary of the Treasury) of the Internal Revenue
                           Code for such year. With respect to a newly hired
                           employee or executive, if the employee's or
                           executive's annualized projected Compensation for his
                           first calendar year as an employee or executive
                           exceeds the limit described in Section
                           414(q)(1)(B)(i), he shall be deemed to satisfy this
                           subsection (3) for such first calendar year, for
                           purposes of this Plan.


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         The changes made by this Amendment merely conform the Plan document to
the Company's original intent and therefore are effective as of the effective
date of the Plan. However, in no event shall this Amendment be applied to allow
an eligible Executive (as defined in the Plan after the adoption of this
Amendment) to defer LTIP Compensation (as defined in the Plan) already paid to
the Executive as of the adoption of this Amendment.

         IN WITNESS WHEREOF, the Company hereby adopts this Amendment Number One
to the Premium Standard Farms Deferred Compensation Plan this 8th day of
June, 2001.

                                          PREMIUM STANDARD FARMS

                                          BY:    /s/ David Klein
                                                 _______________________________


                                          TITLE: Vice President, Human Resources
                                                 _______________________________

ATTEST:

/s/ John Meyer
_______________________