SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549


                            FORM 10-Q

                  ____________________________


          [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the 13 weeks ended March 31, 2001

                                    OR

          [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                  Commission File Number 1-6085


                  ____________________________



                            IBP, inc.
                     a Delaware Corporation
          I.R.S. Employer Identification No. 42-0838666


                     800 Stevens Port Drive
                Dakota Dunes, South Dakota 57049
                     Telephone 605-235-2061


                  ____________________________


    Indicate by check mark whether the registrant (1) 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 (2) has been subject to such filing requirements for the past
90 days.

                        YES [X]    NO [ ]


    As of May 1, 2001, the registrant had outstanding 106,013,007
shares of its common stock ($.05 par value).



                 PART I.  FINANCIAL INFORMATION
                   IBP, inc. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS
                         (In thousands)

                                                 March 31,     December 30,
                                                   2001            2000
                                                 ---------     ------------
                                                (unaudited)
ASSETS

  CURRENT ASSETS:
    Cash and cash equivalents                   $   14,749     $   29,970
     Accounts receivable, less allowance for
       doubtful accounts of $19,917 and $19,898    644,333        673,485

    Inventories                                    943,268        873,544
    Deferred income tax benefits and
      prepaid expenses                              93,954         88,595
                                                 ---------      ---------
        TOTAL CURRENT ASSETS                     1,696,304      1,665,594

  Property, plant and equipment
    less accumulated depreciation
    of $1,124,129 and $1,089,775                 1,681,524      1,630,774
  Goodwill, net of accumulated
    amortization of $228,485 and $221,160          953,956        961,340
  Deferred income tax benefits and
    other assets                                   178,484        168,548
                                                 ---------      ---------
                                                $4,510,268     $4,426,256
                                                 =========      =========

LIABILITIES and STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Notes payable to banks                      $1,012,000     $  775,000
    Accounts payable                               404,264        516,030
    Deferred income taxes and other
      current liabilities                          356,418        373,019
    Current portion of long-term debt                5,312         55,351
                                                 ---------      ---------
        TOTAL CURRENT LIABILITIES                1,777,994      1,719,400
                                                 ---------      ---------

  Long-term debt and capital lease
    obligations                                    687,697        658,719
                                                 ---------      ---------
  Deferred income taxes and other
    liabilities                                    179,541        198,626
                                                 ---------      ---------

  STOCKHOLDERS' EQUITY:
    Common stock at par value                        5,450          5,450
    Additional paid-in capital                     443,581        443,388
    Retained earnings                            1,497,602      1,481,004
    Accumulated other comprehensive income         (19,678)       (11,261)
    Treasury stock                                 (61,919)       (69,070)
                                                 ---------      ---------
      TOTAL STOCKHOLDERS' EQUITY                 1,865,036      1,849,511
                                                 ---------      ---------
                                                $4,510,268     $4,426,256
                                                 =========      =========

   See accompanying notes to condensed consolidated financial statements.


                                2

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

                                                13 Weeks Ended
                                            ----------------------
                                                         Restated
                                            March 31,    March 25,
                                              2001         2000
                                            ---------    ---------
Net sales                                  $4,126,637   $3,955,391
Cost of products sold                       3,950,919    3,720,079
                                            ---------    ---------
Gross profit                                  175,718      235,312
Selling, general and
  administrative expense                      124,342      129,495
(Gain) on sale of production facility          (6,897)        -
Nonrecurring merger-related expense              -          31,299
                                            ---------    ---------

EARNINGS FROM OPERATIONS                       58,273       74,518

Interest expense, net                          26,006       21,316
                                            ---------    ---------

Earnings before income taxes, accounting
  change and extraordinary item                32,267       53,202

Income tax expense                             12,270       19,466
                                            ---------    ---------

Earnings before accounting
  change and extraordinary item                19,997       33,736

Cumulative effect of change in
  accounting principle                           (115)      (2,429)

Extraordinary loss on early extinguishment
  of debt, less applicable taxes                 (633)     (15,037)
                                            ---------    ---------

NET EARNINGS                               $   19,249   $   16,270
                                            =========    =========
Earnings per common share:
  Earnings before cumulative effect of
     accounting change and extraordinary item   $ .19        $ .29
  Cumulative effect of change in
    accounting principle                          -           (.02)
  Extraordinary item                             (.01)        (.14)
                                                 ----         ----
  Net earnings                                  $ .18        $ .13
                                                 ====         ====

Earnings per common share - assuming dilution:
  Earnings before cumulative effect of
     accounting change and extraordinary item   $ .19        $ .29
  Cumulative effect of change in
    accounting principle                          -           (.02)
  Extraordinary item                             (.01)        (.14)
                                                 ----         ----
  Net earnings                                  $ .18        $ .13
                                                 ====         ====

Dividends per share                             $.025        $.025
                                                 ====         ====

See accompanying notes to condensed consolidated financial statements.


                                  3

                   IBP, inc. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED
                    STATEMENTS OF CASH FLOWS
                           (unaudited)
                         (In thousands)
                                                  13 Weeks Ended
                                             -----------------------
                                                             Restated
                                             March 31,       March 25,
                                               2001            2000
                                             ---------       ---------
                                             Inflows (outflows)

NET CASH FLOWS USED BY OPERATING ACTIVITIES  $ (107,421)    $   (3,426)
                                              ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                          (104,446)       (75,663)
 Proceeds from sale of assets                    20,520          2,098
 Investment in life insurance contracts         (10,627)          -
 Investments in equity ventures                    -           (10,375)
 Other investing cash outflows                   (1,446)          (289)
 Other investing cash inflows                       155           -
                                              ---------      ---------
 Net cash flows used by
  investing activities                          (95,844)       (84,229)
                                              ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                    237,000        309,040
 Principal payments on long-term
  obligations                                   (51,261)      (482,738)
 Proceeds from issuance of long-term debt          -           295,541
 Exercise of stock options                        8,560            550
 Dividends paid                                  (2,640)        (2,309)
 Purchases of treasury stock                     (1,217)        (2,491)
 Redemption of preferred stock                     -           (28,512)
 Other financing cash outflows                   (1,986)          -
                                              ---------      ---------
 Net cash flows provided by
  financing activities                          188,456         89,081
                                              ---------      ---------
Effect of exchange rate on cash
 and cash equivalents                              (412)            66
                                              ---------      ---------
Net change in cash and cash equivalents         (15,221)         1,492

Cash and cash equivalents at beginning
 of period                                       29,970         32,865
                                              ---------      ---------
Cash and cash equivalents at end of
 period                                      $   14,749     $   34,357
                                              =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the periods for:
  Interest, net of amounts capitalized       $   28,753     $   20,345
  Income taxes, net of refunds received           8,963         10,030

 Depreciation and amortization expense           40,499         33,896
 Amortization of intangible assets                7,973          8,517

See accompanying notes to condensed consolidated financial statements.

                                   4


                   IBP, inc. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     Columnar amounts in thousands, except per share amounts


A.   GENERAL

      The accompanying financial statements for the quarter ended
March   25,  2000  were  restated  to  reflect  adjustments   for
irregularities  and  misstatements  at  one  of   the   company's
subsidiaries,  for the cumulative and current  period  effect  on
revenue recognition of adoption of Staff Accounting Bulletin Rule
101,  for the application of variable plan accounting for certain
stock  options,  for reclassifications in the statement  of  cash
flows,   and   for  expanded  disclosures  related   to   segment
information.   The  company's reports  on  Form  10-Q/A  for  the
thirteen  weeks ended March 25, 2000 and Form 10-K for  the  year
ended  December  30,  2000 provide detailed descriptions  of  the
restatements.

     The  condensed consolidated balance sheet of IBP,  inc.  and
subsidiaries  ("IBP" or "the company") at December 30,  2000  has
been  taken  from audited financial statements at that  date  and
condensed.  All other condensed consolidated financial statements
contained  herein  have been prepared by IBP and  are  unaudited.
The condensed consolidated financial statements should be read in
conjunction  with the consolidated financial statements  and  the
notes  thereto included in IBP's Annual Report on Form  10-K  for
the year ended December 30, 2000.

      In  the  opinion of management, the accompanying  unaudited
condensed   consolidated   financial   statements   contain   all
adjustments,  consisting  only of normal  recurring  adjustments,
necessary  to  present fairly the financial position  of  IBP  at
March  31,  2001 and the results of its operations and  its  cash
flows for the periods presented herein.

B.   OTHER

      IBP's  interim operating results of its Beef Carcass,  Beef
Processing  and  Pork  segments may  be  subject  to  substantial
fluctuations that do not necessarily occur or recur on a seasonal
basis.  Such fluctuations are normally caused by competitive  and
other conditions in the cattle and hog markets over which IBP has
little  or no control.  Therefore, the results of operations  for
the  interim periods presented are not necessarily indicative  of
the results to be attained for the full fiscal year.


                              5


C.   INVENTORIES

     Inventories, valued at the lower of first-in, first-out cost
or market, are comprised of the following:

                           March 31,       December 30,
                             2001             2000
                           ---------       ------------
Product inventories:
 Raw materials              $ 79,896        $ 78,004
 Work in process             115,998         101,973
 Finished goods              443,158         412,211
                             639,052         592,188
Livestock                    207,625         185,413
Supplies                      96,591          95,943
                            $943,268        $873,544


D.   EARNINGS PER SHARE

                                              13 Weeks Ended
                                          -----------------------
                                                        Restated
                                          March 31,     March 25,
                                            2001          2000
                                          ---------     ---------
Numerator:
 Earnings before accounting change
  and extraordinary item                  $ 19,997      $ 33,736
   Preferred stock dividends and accretion    -           (2,566)
                                           -------       -------
 Available for common shares              $ 19,997      $ 31,170
                                           =======       =======
Denominator:
 Weighted average common shares
  outstanding                              105,970       106,042
 Dilutive effect of employee stock plans     1,222         1,449
                                           -------       -------
 Diluted average common shares
  outstanding                              107,192       107,491
                                           =======       =======
 Basic earnings before accounting
  change and extraordinary item
  per common share                           $ .19         $ .29
                                              ====          ====
 Diluted earnings before accounting
  change and extraordinary item
  per common share                           $ .19         $ .29
                                              ====          ====


     The summary below lists stock options outstanding at the end
of   the   fiscal  quarters  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.

                                    2001          2000
                                   ------        ------
Stock options excluded from
 diluted EPS computation               93         3,484
Average option price per share     $28.03        $21.01


                                6


E.   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.   Comprehensive income for the quarters ended March  31,
2001 and March 25, 2000 was as follows:

                                        13 Weeks Ended
                                    -----------------------
                                                  Restated
                                    March 31,     March 25,
                                      2001          2000
                                    ---------     ---------
   NET EARNINGS                      $19,249        $16,270
   Other comprehensive income:
    Foreign currency translation
     adjustments                      (8,417)           894
                                      ------         ------
   COMPREHENSIVE INCOME              $10,832        $17,164
                                      ======         ======

F.   ACQUISITION AND DISPOSITION

      On  February 7, 2000, the company acquired the  outstanding
common  stock of 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,  which was accounted for as a pooling of  interests,
IBP  issued approximately 14.4 million common shares for  all  of
the  outstanding common 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
(see Note G) and the preferred stock was redeemed.  The companies
incurred  $31  million  of nonrecurring merger-related  expenses,
related  primarily  to  an increase in the  valuation  of  CBFA's
restricted  redeemable stock, a non-cash charge of  $21  million,
and $10 million in professional fees and other expenses.

     In January 2001, the company sold 70% interest in its Platte
County,  Nebraska, ground meats facility to Lopez Foods, Inc.,  a
smaller  meat processor headquartered in Oklahoma City, Oklahoma.
The   company  received  cash  proceeds  of  $20.5  million   and
recognized  a gain of $7 million related to the percentage  sold.
The  Platte  County facility had net sales of  $146  million  and
earnings from operations of $2 million in fiscal 2000.  The  gain
on  sale  of the Platte County facility and past operations  were
included  in  the  Foodbrands  America  segment  although   IBP's
subsequent 30% equity in earnings of this facility is in the  All
Other segment.


G.   LONG-TERM OBLIGATIONS

      On January 16, 2001, the company repaid its $50 million  of
6.0%  Securities due 2001.  The company chose not to exercise  an
option  to  extend the term of the securities and, in  so  doing,
paid  $2 million to terminate the option.  The $2 million payment
plus unamortized deferred financing costs less unamortized option


                            7

premium  totaled $1,017, before applicable income tax benefit  of
$384,  and  was  accounted for as an extraordinary  loss  in  the
condensed consolidated statement of earnings.

      In early January 2001, the company terminated interest rate
swaps  on  notional  amounts of $350  million  and  received  $31
million  cash proceeds.  Under FAS 133, the offsetting adjustment
previously  recorded to the hedged debt will be  amortized  as  a
credit  to  interest expense over the life of  the  debt  through
2010.

      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 condensed consolidated  statement  of
earnings.

H.   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, will not have  a  material
adverse  effect  on  its future consolidated  results,  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' motion for reconsideration of  the
judge's  denial was denied, and plaintiffs now seek to certify  a
class of cattle producers who have sold exclusively to IBP  on  a
cash  market basis. 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.


                              8


      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.

     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
and  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, although the company  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  claims,  these
improvements  may  nonetheless satisfy  part  of  the  injunctive
relief  sought by EPA under the Complaint, a fact  that  EPA  has
acknowledged.

     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


                             9

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  are  substantially similar to those alleged  in  the
South Dakota and New York actions described below, alleging  that
IBP  violated Sections 10(b) and 20(a) of the Securities Exchange
Act  of  1934, and rule 10b-5 thereunder.  The company has  filed
its  opposition  to plaintiffs' motion for leave  to  amend.  The
company intends to vigorously contest these claims.

     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 and one suit filed in the United
States  District  Court for the Southern  District  of  New  York
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.  More  specifically,  these
allegations  relate primarily to the charges that IBP  has  taken
relating   to  operations  at  its  DFG  Foods  subsidiary,   the
restatement of earnings announced by IBP for certain  periods  in
1999 and 2000, IBP's announced adoption of a different method for


                            10

accounting for certain components of its stock option plans,  and
certain  issues raised by the SEC that have since been  resolved.
The  company  is  currently  preparing  its  responses  to  these
lawsuits.  Management intends to vigorously contest these claims.

     	The company has received a letter from a trustee of a former
customer now in bankruptcy that contends that IBP and its
subsidiaries received preferential payments of approximately $20
million within the 90-day period prior to the filing of the former
customer's bankruptcy.  The company has not received notice of any
lawsuit filed seeking recovery of the alleged preference.  While it
is difficult to predict the ultimate outcome with certainty, the
company believes it has meritorious defenses to these claims and
the company's best reasonable estimate of the exposure is $0 to
$3 million.

Tyson litigation:
      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  alleged  it  was  inappropriately
induced  to  enter into 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. Tyson further claims that based upon  these
facts,  Tyson  has  a  right to rescind the Tyson  Agreement  and
reimbursement of a $66.5 million payment to Rawhide made by Tyson
on  behalf of IBP as described below.  In the event it is  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 filed a lawsuit on March 29, 2001  in
the  Chancery  Court of Washington County, Arkansas  against  IBP
with  allegations  consistent with the foregoing,  seeking  among
other  things reimbursement of amounts advanced under  the  Tyson
Agreement and other merger-related expenses.

      On March 30, 2001, IBP filed a cross-claim in the Court  of
Chancery  of  the  State of Delaware seeking to  compel  specific
performance  of  the Tyson Agreement by Tyson  and  to  obtain  a
declaratory  judgment that Tyson is obligated to perform.   Tyson
counter-claimed in the Delaware action claiming  that  the  Tyson
Agreement  is  voidable  on  grounds  of  fraudulent  inducement,
negligent  misrepresentation and mistake, that IBP  has  breached
representations and warranties in the Tyson Agreement, that Tyson
is  entitled to restitution of the $66.5 million made  by  it  to
Rawhide  on  IBP's behalf as described below, and that  Tyson  is
entitled to a declaratory judgment that it has validly terminated
the Tyson Agreement.  Tyson moved to dismiss or stay the Delaware
action,  which motion was denied by the Delaware court  on  April
18,  and  on  April  20  the Delaware court  issued  a  temporary
restraining  order  to prohibit Tyson from  proceeding  with  the
Arkansas  action.   A hearing on IBP's motion for  a  preliminary
injunction  to  prevent Tyson from proceeding with  the  Arkansas
action, and on Tyson's motion for partial summary judgment,  were
heard  on  May  10.  The judge determined not  to  rule  on  this
matter,  and reaffirmed that a full trial on the merits of  IBP's
claim  for  specific performance should take  place.   The  trial
began in the Delaware court on May 14.


                           11


      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  the   Tyson
Agreement on January 1, 2001.

      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.

      While it is not possible to predict the ultimate outcome of
this  dispute  with  certainty at this time, management  believes
that  Tyson  does  not  have  a valid  basis  to  discontinue  or
terminate  the Tyson Agreement between the two companies  and  it
believes  that  Tyson does not have a valid basis for  its  claim
that  it  is  entitled  to be reimbursed for  the  $66.5  million
payment to Rawhide and other merger-related expenses.

  I. 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.   Over  87%  of  Beef
Carcass  sales  are  to  other  IBP  segments,  chiefly  to  Beef


                              12

Processing.   The  Beef Carcass segment also markets  its  allied
products to manufacturers of pharmaceuticals and poultry 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 poultry feeds manufacturers.

      The  Foodbrands  America segment consists  of  several  IBP
subsidiaries, principally Foodbrands America, Inc.,  IBP  Branded
Foods, Inc. (formerly CBFA), The Bruss Company and The IBP  Foods
Co.    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
Lakeside   Farm   Industries,  Ltd.  subsidiary  (Canadian   beef
slaughter  and  fabrication operation and  cattle  feedlot),  its
fresh  meat case ready operations and its hide curing and tanning
operations.

      Corporate and other 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 option 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.


                              13


                                        13 Weeks Ended
                                    -----------------------
                                    March 31,     March 25,
                                       2001          2000
                                    ---------     ---------
NET SALES
Sales to unaffiliated customers:
 Beef Carcass                     $  252,550     $  282,088
 Beef Processing                   1,968,512      1,949,262
 Pork                                558,808        573,384
 Foodbrands America                  770,920        708,471
 All Other                           575,847        442,186
                                   ---------      ---------
                                  $4,126,637     $3,955,391
                                   =========      =========
Intersegment sales:
 Beef Carcass                     $1,985,683     $1,945,176
 Beef Processing                     100,419         73,718
 Pork                                125,249         81,818
 All Other                            45,031         57,833
 Intersegment elimination         (2,256,382)    (2,158,545)
                                   ---------      ---------
                                        -              -
                                   =========      =========
Net sales:
 Beef Carcass                     $2,238,233     $2,227,264
 Beef Processing                   2,068,931      2,022,980
 Pork                                684,057        655,202
 Foodbrands America                  770,920        708,471
 All Other                           620,878        500,019
 Intersegment elimination         (2,256,382)    (2,158,545)
                                   ---------      ---------
                                  $4,126,637     $3,955,391
                                   =========      =========
EARNINGS FROM OPERATIONS
 Beef Carcass                     $   13,578     $   42,053
 Beef Processing                     (12,688)        13,319
 Pork                                 23,035         26,198
 Foodbrands America                    2,021        (29,119)
 All Other                            23,302         22,510
                                   ---------      ---------
   Earnings from segments             49,248         74,961
 Corporate                             9,025           (443)
                                   ---------      ---------
 Total earnings from operations   $   58,273     $   74,518

 Net interest expense                (26,006)       (21,316)
                                   ---------      ---------
 Earnings before income
   taxes, accounting change
   and extraordinary item         $   32,267     $   53,202
                                   =========      =========

NET SALES BY LOCATION
 OF CUSTOMERS
 United States                    $3,515,985     $3,322,248
 Japan                               226,013        256,997
 Canada                              138,031        136,964
 Mexico                               69,806         57,480
 Korea                                54,331         79,744
 Other foreign countries             122,471        101,958
                                   ---------      ---------
                                  $4,126,637     $3,955,391
                                   =========      =========


                              14

J.   REVENUE RECOGNITION

     Beginning in the first quarter 2000, the company changed its
method  of accounting for revenue recognition in accordance  with
Staff  Accounting  Bulletin  No. 101  ("SAB  No.  101"),  Revenue
Recognition in Financial Statements.  As a result of the guidance
in  SAB No. 101, the company recognizes 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 quarter ended March 25, 2000. The effect of the change on the
quarter  ended March 25, 2000 was to decrease income  before  the
cumulative  effect of the accounting change by $1,463  ($.01  per
share).

     For the quarter ended March 25, 2000, the company recognized
$63,311  in  revenue that was included in the  cumulative  effect
adjustment at the beginning of fiscal 2000.  The effect  of  that
revenue  in the quarter ended March 25, 2000 was to increase  net
earnings  by $2,429 (after reduction for income taxes of  $1,489)
during that period.

K.   ADOPTION OF FAS 133

     The   company  adopted  Statement  of  Financial  Accounting
Standards   No.   133  (FAS  133),  "Accounting  for   Derivative
Instruments  and Hedging Activities", on December 31,  2000.   In
accordance with the transition provisions of FAS 133, the company
recorded   a  net-of-tax  cumulative-effect-type  adjustment   of
$13,106  (gain)  in  earnings  to recognize  at  fair  value  all
derivatives   that   are   designated   as   fair-value   hedging
instruments.  The company also recorded a 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  and
liabilities.   Additionally, the company recorded $78  net-of-tax
loss  in  earnings to reflect the fair value of derivatives  that
will not qualify as hedges under FAS 133.

     All derivatives are recognized on the balance sheet at their
fair value.  On the date the derivative contract is entered into,
the  company designates the derivative as (1) a hedge of the fair
value  of  a  recognized asset or liability or of an unrecognized
firm  commitment  ("fair value" hedge) or (2) a  foreign-currency
fair-value ("foreign currency" hedge).  Changes in the fair value
of  a  derivative  that is highly effective  as  -  and  that  is
designated and qualifies as - a fair-value hedge, along with  the
loss   or  gain  on  the  hedged  asset  or  liability  that   is
attributable  to the hedged risk (including losses  or  gains  on
firm  commitments),  are  recorded  in  current-period  earnings.
Changes  in  the  fair  value  of  derivatives  that  are  highly
effective as - and that are designated and qualify as -  foreign-
currency hedges are recorded in current-period earnings.


                                15


     The  company  occasionally purchases a financial  instrument
that  contains a derivative instrument that is "embedded" in  the
financial  instrument.   Upon  purchasing  the  instrument,   the
company  assesses  whether the economic  characteristics  of  the
embedded  derivative  are  clearly and  closely  related  to  the
economic  characteristics  of  the  remaining  component  of  the
financial  instrument  (i.e., the host contract)  and  whether  a
separate   instrument  with  the  same  terms  as  the   embedded
instrument  would meet the definition of a derivative instrument.
If  it  is  determined that (1) the embedded derivative possesses
economic characteristics that are not clearly and closely related
to  the economic characteristics of the host contract, and (2)  a
separate  instrument  with  the same terms  would  qualify  as  a
derivative instrument, the embedded derivative would be separated
from the host contract, carried at fair value, and designated  as
a  fair-value,  cash-flow, or foreign-currency  hedge,  or  as  a
trading  derivative instrument.  However, in cases where (1)  the
host  contract  is measured at fair value, with changes  in  fair
value  reported in current earnings or (2) the company is  unable
to  reliably  identify  and measure an  embedded  derivative  for
separation from its host contract, the entire contract is carried
on  the  balance sheet at fair value and is not designated  as  a
hedging instrument.

     The  company  formally  documents all relationships  between
hedging  instruments  and hedged items,  as  well  as  its  risk-
management  objective and strategy for undertaking various  hedge
transactions.  This process includes linking all derivatives that
are  designated  as  fair-value  or  foreign-currency  hedges  to
specific  assets  and  liabilities on the  balance  sheet  or  to
specific  firm commitments.  The company also formally  assesses,
both  at  the hedge's inception and on an ongoing basis,  whether
the  derivatives that are used in hedging transactions are highly
effective  in offsetting changes in fair values of hedged  items.
When  it  is determined that a derivative is not highly effective
as  a hedge or that it has ceased to be a highly effective hedge,
the  company  discontinues  hedge  accounting  prospectively,  as
discussed below.

     The company discontinues hedge accounting prospectively when
(1)  it  is determined that the derivative is no longer effective
in offsetting changes in the fair value or cash flows of a hedged
item (including firm commitments); (2) the derivative expires  or
is  sold,  terminated, or exercised; (3) a hedged firm commitment
no  longer  meets  the definition of a firm  commitment;  or  (4)
management  determines that designation of the  derivative  as  a
hedge instrument is no longer appropriate.

     When   hedge  accounting  is  discontinued  because  it   is
determined  that  the  derivative  no  longer  qualifies  as   an
effective  fair-value hedge, the derivative will continue  to  be
carried  on  the balance sheet at its fair value, and the  hedged
asset or liability will no longer be adjusted for changes in fair
value.   When hedge accounting is discontinued because the hedged
item  no  longer  meets the definition of a firm commitment,  the
derivative  will continue to be carried on the balance  sheet  at
its  fair  value,  and any asset or liability that  was  recorded
pursuant  to recognition of the firm commitment will  be  removed
from  the  balance  sheet and recognized as a  gain  or  loss  in
current-period earnings.  In all other situations in which  hedge
accounting is discontinued, the derivative will be carried at its


                               16

fair  value on the balance sheet, with changes in its fair  value
recognized in current-period earnings.

     At March 31, 2001 and December 30, 2000, the company had the
following derivative activity, qualifying as fair value hedges:

     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.  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,  which  has been included in cash flows  from  operating
activities.   The  offsetting loss related to the  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  March
31,  2001, the company had outstanding qualifying hedge contracts
to  buy Canadian dollars totaling CDN$65 million at various dates
through 2001.  Comparable outstanding contracts at year-end  2000
totaled   CDN$56  million.   The  company  also  had  outstanding
contracts  at March 31, 2001 and December 30, 2000  to  sell  $24
million  and  20  million U.S. dollars, respectively  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.  At March 31, 2001 and December  30,
2000,  the  company  had  outstanding approximately  30  and  800
qualifying  hedge contracts, respectively to buy fed  cattle  and
hogs  and  8,300 and 6,500 contracts, respectively  to  sell  fed
cattle  and  hogs.

     There  were no significant net gains or losses recognized in
earnings  during the reporting period representing the amount  of
the hedges' ineffectiveness.


                               17

              MANAGEMENT'S DISCUSSION AND ANALYSIS


      This quarterly report on Form 10-Q contains forward-looking
statements that reflect management's current view with respect to
future  events  and  financial performance.  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.

ACQUISITION AND DISPOSITION
---------------------------
      On  February 7, 2000, the company acquired the  outstanding
common  stock of 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,  which was accounted for as a pooling of  interests,
IBP  issued approximately 14.4 million common shares for  all  of
the  outstanding common 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
(see Note G) and the preferred stock was redeemed.  The companies
incurred  $31  million  of nonrecurring merger-related  expenses,
related  primarily  to  an increase in the  valuation  of  CBFA's
restricted  redeemable stock, a non-cash charge of  $21  million,
and $10 million in professional fees and other expenses.

     In January 2001, the company sold 70% interest in its Platte
County,  Nebraska, ground meats facility to Lopez Foods, Inc.,  a
smaller  meat processor headquartered in Oklahoma City, Oklahoma.
The   company  received  cash  proceeds  of  $20.5  million   and
recognized  a  gain  of $7 million on the percentage  sold.   The
Platte County facility had net sales of $146 million and earnings
from  operations of $2 million in fiscal 2000.  The gain on  sale
of  the  Platte  County facility was included in  the  Foodbrands
America  segment although IBP's subsequent 30% equity in earnings
of this facility is included in the All Other segment.

RESULTS OF OPERATIONS
---------------------
     Beef  Carcass operating earnings decreased to  0.6%  of  net
sales  in the first quarter 2001 versus 1.9% in the first quarter
2000.   The  earnings reduction was due primarily to higher  live
cattle costs and decreased volume of beef carcasses sold, as well
as  higher  energy  costs,  partially  offset  by  improved  hide
credits.

      Beef  Processing recognized an operating loss of (0.6%)  of
net sales in the first quarter 2001 versus operating earnings  of
0.7% of net sales in the first quarter 2000.  Higher raw material


                               18

costs  passed  on  from  the Beef Carcass  division  and  reduced
capacity  utilization were negative factors contributing  to  the
lower 2001 performance.

      Pork  operating earnings decreased to 3.4% of net sales  in
the  first  quarter 2001 versus 4.0% in the first  quarter  2000.
While  still a strong performance in 2001, the effects of  higher
average  live  hog prices, lower volume and higher  energy  costs
caused the reduction in comparative earnings.

     In the Foodbrands America segment, operating earnings before
unusual  and non-recurring items decreased to (0.6%) of sales  in
the  first  quarter 2001 from 1.8% of sales in the first  quarter
2000.    During  the  first  quarter  2001,  Foodbrands   America
experienced  negative margins due to higher  raw  material  costs
that could not be completely passed on to its customers.

     Foodbrands'  unusual item in 2001 was a $7 million  gain  on
the  sale  of  70% of its Platte County, Nebraska,  ground  meats
facility to a smaller meat processor.  In the first quarter 2000,
the most significant unusual item was $31 million in pre-tax, non-
recurring  CBFA  merger-related expense, which consisted  of  $21
million  in  increased valuation of CBFA's restricted  redeemable
stock  and  $10 million in professional fees and other  expenses.
The  second  unusual  item was an $11 million  pre-tax  bad  debt
provision   increase  due  to  a  customer's  bankruptcy.    This
customer's bankruptcy has not had a subsequent material  negative
impact on segment sales or earnings performance.

     Operating earnings in the All Other segment measured 3.8% of
net  sales  in  the first quarter 2001 versus 4.5% in  the  first
quarter  2000. The lower overall performance in this segment  was
due  to increased hide raw material costs passed on from the Beef
Carcass segment partially offset by improved performance  at  the
company's Canadian beef complex.

      The  latest estimates by the U.S. Department of Agriculture
("USDA")  and  industry analysts predict that beef production  in
2001  will  be  strong  in the second and third  quarters  before
declining to some extent.  The USDA also forecasted increased hog
supplies  for the second half of 2001, which should  benefit  the
company's Pork and Foodbrands America operating segments.

      The  significant increase in Corporate items was  primarily
attributable  to  a  $9  million higher credit  to  stock  option
expense  in  2001 versus the first quarter 2000, as a  result  of
fluctuations in the company's stock price.


                          19


COMPARATIVE SEGMENT RESULTS

                             13 Weeks Ended
                          --------------------
                                      Restated
                          March 31,   March 25,
                            2001         2000    % Change
                          ---------   ---------  --------
                              (in thousands)
Net sales:
 Beef Carcass           $ 2,238,233  $ 2,227,264      0%
 Beef Processing          2,068,931    2,022,980     +2%
 Pork                       684,057      655,202     +4%
 Foodbrands America         770,920      708,471     +9%
 All Other                  620,878      500,019    +24%
 Intersegment elimination(2,256,382)  (2,158,545)    +5%
                         ----------   ----------
                        $ 4,126,637  $ 3,955,391     +4%
                         ==========   ==========
Earnings from operations:
 Before unusual and
  non-recurring items:
 Beef Carcass            $   13,578   $   42,053     -68%
 Beef Processing            (12,688)      13,319    -195%
 Pork                        23,035       26,198     -12%
 Foodbrands America          (4,876)      12,715    -138%
 All Other                   23,302       22,510      +4%
                          ---------    ---------
   Earnings from segments    42,351      116,795     -64%
 Corporate                    9,025         (443) +2,137%
                          ---------    ---------
 Total earnings from
   operations            $   51,376   $  116,352     -56%
                          =========    =========

                                13 Weeks Ended
                            ---------------------
                                      Restated
                            March 31, March 25,
Earnings from operations:     2001     2000      % Change
                            --------- ---------  --------
 After unusual and              (in thousands)
  non-recurring items:
 Beef Carcass            $   13,578   $   42,053     -68%
 Beef Processing            (12,688)      13,319    -195%
 Pork                        23,035       26,198     -12%
 Foodbrands America           2,021      (29,119)   +107%
 All Other                   23,302       22,510      +4%
                          ---------    ---------
   Earnings from segments    49,248       74,961     -34%
 Corporate                    9,025         (443) +2,137%
                          ---------    ---------
 Total earnings from
   operations            $   58,273   $   74,518     -22%
                          =========    =========

     SALES

     Beef  Carcass  segment net sales for the first quarter  2001
were  virtually unchanged from the same period  in  2000.   A  6%
increase in the average selling price of products sold was offset
by  a  6% decrease in pounds of products sold.  Over 87% of  Beef
Carcass  sales were intersegment sales, principally to  the  Beef
Processing segment operations.


                                20


     The 2% increase in Beef Processing segment net sales for the
first  quarter  2001  versus the same  period  in  2000  was  due
primarily to an 8% increase in average selling prices of products
sold  partially  offset by a 6% decrease in  pounds  of  products
sold.

     The  4% increase in Pork segment net sales for first quarter
2001  versus the same period in 2000 was due primarily to  a  21%
increase  in  selling prices of pork partially offset  by  a  17%
decrease in pounds of pork products sold.

     The  9% increase in Foodbrands America's first quarter  2001
net  sales  over the same 2000 period was due to 6% higher  sales
volume  and  3% higher average prices.  The higher  sales  volume
occurred  primarily  with existing product  lines,  although  the
introduction of two new product lines, Jose' Ole' Mexican entrees
and  Thomas  E.  Wilson fully cooked and case-ready  meats,  also
contributed to the increase in sales over prior year.  The higher
selling  prices  were  generally driven by  higher  raw  material
costs.

     The  24%  increase in All Other segment net  sales  for  the
first  quarter  2001  versus the same  period  in  2000  was  due
primarily  to development of the company's fresh meat  case-ready
business, increased beef hides selling prices and higher  average
selling  prices and increased volumes of beef products sold  from
the  company's  Canadian  beef  complex.   These  increases  were
partially offset by a decrease in cow boning products sold, which
business IBP exited in the first quarter 2000.

     Net export sales decreased 5% in the first quarter 2001 from
the  year earlier period.  The net sales decrease was the  result
of  fewer pounds of beef products sold (due in part to bovine
disease-related  food safety concerns) partially  offset  by
increased  pork  and hides sales volume and dollars.   Net  sales
into  Asia,  which accounted for 69% of total exports,  decreased
13%  in  the first quarter 2001 from the prior year.  Sales  into
Mexico  improved by 21% although volume increased just  2%.   Net
export  sales accounted for 12% of total net sales in  the  first
quarter  2001  versus 13% in the same 2000 period.   IBP's  first
quarter  2001  international sales, which include  all  sales  to
customers  outside the United States, were off 4% from the  prior
year.

     COST OF PRODUCTS SOLD

     In  the  Beef Carcass segment, the cost of products sold  in
the  first quarter 2001 increased 3% from the first quarter 2000.
Higher  average  live  cattle prices  were  partially  offset  by
decreased beef volume.  Plant costs were relatively stable except
for higher energy costs.

     In the Beef Processing segment, the cost of products sold in
the  first quarter 2001 increased 4% from the first quarter 2000.
Higher  average raw material costs, passed through from the  Beef
Carcass  segment, due to the increase in live cattle prices  were
partially offset by decreased volume of products sold.

     In  the Pork segment, the cost of products sold in the first
quarter  2001  increased 5% from the first quarter 2000.   Higher


                             21

live  hog  prices were the principal reason for the  higher  2001
costs, partially offset by slightly lower volume.

      For the first quarter of 2001, Foodbrands America's cost of
products  sold  increased 10% from the  first  quarter  2000  due
primarily   to   sales   volume  increases   coupled   with   the
aforementioned higher raw material costs.

     In  the All Other segment, the cost of products sold in  the
first  quarter  2001 increased by 29% from the first  quarter  of
2000.   This increase was primarily due to costs incurred by  the
fresh meat case-ready division for which there were no comparable
2000  costs.   Case-ready operations began in the  third  quarter
2000.  Excluding case-ready operations, the cost of products sold
increased  4%  in the first quarter 2001 versus a  year  earlier.
Higher  raw material costs at the company's Canadian beef complex
as  well  as  in  hide operations, passed through from  the  Beef
Carcass segment, were somewhat offset by lower volume-driven  raw
material  and  plant  costs at the cow operations.   The  company
exited the cow business in the first quarter of 2000.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     First  quarter  2001  expenses in  the  Beef  Carcass,  Beef
Processing,  and  Pork  segments, all of  which  incur  allocated
expenses  from similar sources, decreased an average of  7%  from
the  first  quarter 2000.  The principal reason for the  decrease
was  credits  to  incentive expenses tied to the company's  stock
price.

     In  the  Foodbrands  America  segment,  first  quarter  2001
expense decreased 19% over the first quarter of 2000 due in large
part  to certain unusual and non-recurring items impacting  prior
year.   Bad  debt expense of $11 million related  to  a  customer
bankruptcy   and  merger  related  costs  of  $31  million   were
recognized in the first quarter of 2000.  Excluding these  costs,
selling,  general and administrative expense for the first  three
months  of  2001  increased 23% over 2000.  Higher volume-related
selling  expenses and increased personnel-related  expenses  were
the principal factors driving the increase.

     In  the  All  Other segment, expenses increased slightly  on
higher selling expense and intangibles amortization.

     In  the  Corporate area, a $9 million increase  in  non-cash
variable stock compensation credits, which fluctuate with changes
in the market value of the company's stock, contributed to an $11
million net decrease in expenses.

     INTEREST EXPENSE

     The  22%  increase in 2001 net interest expense  versus  the
first  quarter 2000 was due primarily to an increase  in  average
borrowings  in  2001,  reduced  interest  income  and   increased
amortization  of  deferred  financing costs  resulting  from  the
company's $950 million nine-month revolving credit facility.  The
higher  2001  average  outstanding borrowings  versus  the  first
quarter 2000 were due in part to spending on capital projects and
reduced operating cash flows.


                             22


     INCOME TAXES

     The  company's effective tax rate increased to 38.0% in  the
first   quarter  2001  from  36.6%  in  the  same  2000   period.
Management expects the 38% effective rate to approximate the full-
year 2001 effective rate, which is subject to change and which is
dependent  in  part on profitability levels and  changes  in  the
company's  stock price as it relates to variable  accounting  for
stock options.


RECENT ACCOUNTING CHANGES
-------------------------
     The   company  adopted  Statement  of  Financial  Accounting
Standards   No.   133  (FAS  133),  "Accounting  for   Derivative
Instruments  and Hedging Activities", on December 31,  2000.   In
accordance with the transition provisions of FAS 133, the company
recorded   a  net-of-tax  cumulative-effect-type  adjustment   of
$13,106  (gain)  in  earnings  to recognize  at  fair  value  all
derivatives   that   are   designated   as   fair-value   hedging
instruments.  The company also recorded a 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  and
liabilities.   Additionally, the company recorded $78  net-of-tax
loss  in  earnings to reflect the fair value of derivatives  that
will not qualify as hedges under FAS 133.

     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 recognizes 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  income of $2,429 (net of income taxes of  $1,489)  or
$.02 per share, which is included in income for the quarter ended
March  25,  2000.  The effect of the change on the quarter  ended
March  25,  2000  was  to decrease income before  the  cumulative
effect of the accounting change by $1,463 ($.01 per share).

     For the quarter ended March 25, 2000, the company recognized
$63,311  in  revenue that was included in the  cumulative  effect
adjustment  as of January 1, 2000. The effect of that revenue  in
the quarter ended March 25, 2000 was to increase income by $2,429
(after reduction for income taxes of $1,489) during that period.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
     Total outstanding borrowings averaged $1,597 million in  the
first  three  months of 2001 compared to $1,410  million  in  the
comparable  2000 period.  Borrowings outstanding under  committed
and  uncommitted  credit  facilities at March  31,  2001  totaled


                            23

$1,012 million compared to $775 million at December 30, 2000, and
available  unused credit capacity under committed  facilities  at
March  30, 2001 was $20 million.  The company also has access  to
uncommitted  lines  of  credit and  does  not  expect  short-term
liquidity issues to restrict its operations.  Management  intends
to  begin negotiations with banks later in the second quarter for
a  new  multi-year  credit facility to replace the  $950  million
revolving facility that expires in September 2001.

      Net  cash  flows used by operating activities increased  to
$107  million  in the first quarter 2001 from $3 million  in  the
first  quarter  2000 due in part to relatively  higher  inventory
levels  at  March  31, 2001.  Additionally, although  net  income
increased in 2001 and $31 million in cash flows were provided  by
the  termination of the interest rate swap, the results for  2000
included a significant amount of non-cash expenses, including $21
million  of restricted stock expense and an $11 million bad  debt
expense.

      Cash  flows  provided by financing activities increased  to
$188  million in the first quarter 2001 from $89 million  in  the
first  quarter 2000 as long-term debt payments decreased  to  $51
million  in  2001 from $483 million in 2000.  The long-term  debt
payments  in the first quarter 2000 related primarily  to  CBFA's
existing debt at the February 7, 2000 merger date.

     Year-to-date  capital expenditures through  March  31,  2001
totaled  $104 million compared to $76 million in the first  three
months  of  2000.   Major projects included  renovations  of  the
Goodletsville,   Tennessee,  fresh   meat   case-ready   facility
scheduled  to  begin production in the second quarter  2001,  and
construction  of a Foodbrands America distribution center  and  a
Council Bluffs, Iowa, cooked meats plant.


                             24


                   PART II.  OTHER INFORMATION


Item 5.  Other Information

      ADDITIONAL  PROXY  STATEMENT DISCLOSURE  ON  FEES  PAID  TO
INDEPENDENT AUDITORS

      In  2001,  the  SEC amended its proxy statement  disclosure
requirements   in  regard  to  independent  public   accountants.
Although  the new requirements were effective prior to  the  date
IBP  printed  its  proxy  statement,  the  company  inadvertently
excluded  this  information.  Therefore,  IBP  is  providing  the
information in this 10-Q so that the information will be publicly
available  to  shareholders prior to  the  May  31,  2001  annual
meeting.


INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Audit Fees

       PricewaterhouseCoopers   LLP,   the   independent   public
accountants   selected   to  audit  the  Company's   consolidated
financial  statements,  has  billed  the  Company  $403,500   for
services  rendered  for  the  audit of  the  Company's  financial
statements for the fiscal year ending December 30, 2000.

     Financial Information Systems Design and Implementation Fees

     No fees were billed to the Company by PricewaterhouseCoopers
LLP  during  the fiscal year ending December 30, 2000  that  were
related  to financial information system design or implementation
services.

     All Other Fees

       During   the  fiscal  year  ending  December   30,   2000,
PricewaterhouseCoopers LLP has billed the Company  $5,628,679  in
fees  that  were  not related to (i) the audit of  the  Company's
financials,  or  (ii) financial information  systems  design  and
implementation   services.   Of  these  other  fees   billed   by
PricewaterhouseCoopers LLP, approximately 80% was related to  one
time  consulting  fees  for the design of the  Company's  forward
warehousing  system,  approximately  10%  was  related   to   tax
consultation,  and  the  remainder was for various  miscellaneous
services.

      The audit committee of the Company's board of directors has
reviewed and considered the fees billed by PricewaterhouseCoopers
LLP  for services provided during the fiscal year ending December
30, 2000.


                              25


      In  connection  with  its Medium-Term  Notes  program,  the
company hereby reports the following computations:



                                            13 Weeks Ended
                                        ----------------------
                                                     Restated
                                        March 31,    March 25,
                                           2001         2000
                                        ---------    ---------
        Earnings before income taxes,
         accounting change and
         extraordinary item             $ 32,267       $53,202
        Total fixed charges               33,249        29,500
        Capitalized interest              (3,128)       (1,126)
                                         -------        ------
        Earnings before fixed charges,
         income taxes, accounting change
         and extraordinary item         $ 62,388       $81,576
                                         =======        ======
        Ratio of earnings to fixed charges   1.9           2.8
                                             ===           ===



Item 6.  Exhibits and Reports on Form 8-K

(b)  Reports on Form 8-K

      The  company  filed a Current Report  on  Form  8-K  on
February  22,  2001  regarding a  press  release  to  address
certain   issues  raised  by  the  Securities  and   Exchange
Commission ("SEC") as well as other issues earlier identified
by the company.

      The company filed a Current Report on Form 8-K on March
13,  2001  regarding a press release announcing the company's
filing of amended financial statements with the SEC.

      The company filed a Current Report on Form 8-K on March
20,  2001  regarding a press release discussing the company's
2000  earnings and its resolution of the financial review  by
the SEC, as well as the company's financial review of its DFG
subsidiary.

                               26


                           SIGNATURES


      Pursuant to the requirements of the Securities Act of 1934,
the  registrant has caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.







                                                IBP, inc.
                                      --------------------------
                                              (Registrant)


     May 15, 2001                     /s/  Robert L. Peterson
-----------------------               --------------------------
      (date)                          Robert L. Peterson
                                      Chairman of the Board and
                                        Chief Executive Officer


                                      /s/  Larry Shipley
                                      --------------------------
                                      Larry Shipley
                                      Chief Financial Officer


                                      /s/  Craig J. Hart
                                      --------------------------
                                      Craig J. Hart
                                      Vice President
                                        and Controller



                               27