SECURITIES AND EXCHANGE COMMISSION
                  Washington, D. C. 20549


                        FORM 10-Q/A

               ____________________________


           [  X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the 13 weeks ended March 25, 2000

                                    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, 2000, the registrant had outstanding
105,867,943 shares of its common stock ($.05 par value).




                              -1-





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

                                               Restated      Restated
                                               March 25,    December 25,
                                                 2000          1999
                                             ------------  ------------
ASSETS

  CURRENT ASSETS:
    Cash and cash equivalents                 $   34,357     $   32,865
    Accounts receivable, less allowance for
     doubtful accounts of $31,652 and $21,352    682,478        849,679
    Inventories                                  811,422        615,192
    Deferred income tax benefits and
      prepaid expenses                           102,443         82,992
                                               ---------      ---------
        TOTAL CURRENT ASSETS                   1,630,700      1,580,728

  Property, plant and equipment
    less accumulated depreciation
    of $991,927 and $960,386                   1,402,851      1,362,765
  Goodwill, net of accumulated
    amortization of $197,188 and $189,395      1,050,203      1,054,839
  Other assets                                   149,719        145,225
                                               ---------      ---------
                                              $4,233,473     $4,143,557
                                               =========      =========

LIABILITIES, REDEEMABLE STOCK
  and STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Notes payable to banks                       757,000        542,060
    Accounts payable                             403,633        421,564
    Deferred income taxes and other
      current liabilities                        434,791        455,968
    Current portion of long-term debt              4,028         13,125
                                               ---------      ---------
        TOTAL CURRENT LIABILITIES              1,599,452      1,432,717

  Long-term debt and capital lease
    obligations                                  710,321        789,861
  Deferred income taxes and other
    liabilities                                  174,400        175,932
                                               ---------      ---------
        TOTAL LIABILITIES                      2,484,173      2,398,510

  REDEEMABLE STOCK                                25,020         44,564
                                               ---------      ---------
  STOCKHOLDERS' EQUITY:
    Common stock at par value                      5,434          4,964
    Additional paid-in capital                   418,666        404,463
    Retained earnings                          1,369,047      1,358,971
    Accumulated other comprehensive income        (7,706)        (8,600)
    Treasury stock                               (61,161)       (59,315)
                                               ---------      ---------
      TOTAL STOCKHOLDERS' EQUITY               1,724,280      1,700,483
							     ---------	  ---------
                                              $4,233,473     $4,143,557
                                               =========      =========


                                    -2-

See accompanying notes to condensed consolidated financial
statements.


                IBP, inc. AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

           (In thousands, except per share data)


                                                13 Weeks Ended
                                          --------------------------
                                            Restated      Restated
                                            March 25,     March 27,
                                              2000          1999
                                          ------------   ------------
Net sales                                  $3,829,184     $3,211,174
Cost of products sold                       3,593,872      3,006,156
                                            ---------      ---------
Gross profit                                  235,312        205,018
Selling, general and
  administrative expense                      129,495         88,908
Nonrecurring merger-related expense            31,299           -
                                            ---------      ---------

EARNINGS FROM OPERATIONS                       74,518        116,110

Interest expense, net                          21,316         13,744
                                            ---------      ---------

Earnings before income taxes, accounting
  change and extraordinary item                53,202        102,366

Income tax expense                             19,466         36,345
                                            ---------      ---------
Earnings before accounting
  change and extraordinary item                33,736         66,021

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

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

NET EARNINGS                               $   16,270     $   66,021
                                            =========      =========


Earnings per common share:
  Earnings before cumulative effect of
     accounting change and extraordinary item   $ .29          $ .68
  Cumulative effect of change in
    accounting principle                         (.02)            -
  Extraordinary item                             (.14)            -
                                                 ----           ----
  Net earnings                                  $ .13          $ .68
                                                 ====           ====
Earnings per common share - assuming dilution:
  Earnings before cumulative effect of
     accounting change and extraordinary item   $ .29          $ .62
  Cumulative effect of change in
    accounting principle                         (.02)            -
  Extraordinary item                             (.14)            -
                                                 ----           ----
  Net earnings                                  $ .13          $ .62
                                                 ====           ====
Dividends per share                             $.025          $.025
                                                 ====           ====
                                    -3-

 Pro forma amounts assuming the
  accounting change is applied
  retroactively:

 Earnings before extraordinary item        $   33,736     $   64,960
                                            =========      =========
 Net earnings                              $   18,699     $   64,960
                                            =========      =========
 Net earnings per common share:
  Earnings before extraordinary item           $ .29          $ .67
                                                 ====           ====
  Net earnings                                 $ .15          $ .67
                                                 ====           ====
 Earnings per common share - assuming dilution:
  Earnings before extraordinary item           $ .29          $ .61
                                                 ====           ====
  Net earnings                                 $ .15          $ .61
                                                 ====           ====

See accompanying notes to condensed consolidated financial
statements.


                                    -4-

<TABLE>
                IBP, inc. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED
                 STATEMENTS OF CASH FLOWS
                      (In thousands)
                                                 13 Weeks Ended
                                            -------------------------
                                             Restated       Restated
                                             March 25,      March 27,
                                               2000           1999
                                            -------------------------
<S>                                        <C>             <C>
                                              Inflows (outflows)


NET CASH FLOWS USED BY OPERATING ACTIVITIES   $ (3,426)     $ (1,965)
                                              --------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                          (75,663)      (47,363)
 Proceeds from sale of fixed assets              2,098           847
 Investments in equity ventures                (10,375)          -
(10,375)
 Purchases of marketable securities                -         (19,400)
 Proceeds from disposals of marketable
  securities                                       -          14,400
 Other investing cash inflows                      -           1,141
 Other investing cash outflows                    (289)          -
                                              --------       -------
 Net cash flows used by
  investing activities                         (84,229)      (50,375)
                                              --------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                   309,040        63,511
 Principal payments on long-term
  obligations                                 (482,738)       (2,520)
 Proceeds from issuance of long-term debt      295,541           -
 Exercise of stock options                         550        (1,509)
 Dividends paid                                 (2,309)       (2,308)
 Purchases of treasury stock                    (2,491)       (1,266)
 Redemption of preferred stock                 (28,512)          -
 Other financing cash outflows                     -            (273)
                                              --------       -------
 Net cash flows provided by
  financing activities                          89,081        55,635
                                              --------       -------
Effect of exchange rate on cash
 and cash equivalents                               66           332
                                              --------       -------
Net change in cash and cash equivalents          1,492         3,627
Cash and cash equivalents at beginning
 of period                                      32,865        29,296
                                              --------       -------
Cash and cash equivalents at end of
 period                                      $  34,357     $  32,923
                                              ========      ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the periods for:
  Interest, net of amounts capitalized       $  20,345     $  14,945
  Income taxes, net of refunds received         10,030        30,952

 Depreciation and amortization expense          33,896        27,222
 Amortization of intangible assets               8,517         6,527

See accompanying notes to condensed consolidated financial
statements.
</TABLE>
                                   -5-

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

   A.  GENERAL

       Restatements

          The  accompanying  financial  statements  have  been
   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 ("SAB 101"), the application of variable
   plan  accounting  for certain stock options,  and  expanded
   disclosures related to segment information.  See  Notes  I,
   J  and  K for more detail relating to the  effects of these
   restatements.

         The  statement of cash flows has also  been  restated
   for  the  above adjustments and to provide more  detail  of
   certain cash transactions that were previously reported  on
   a  combined  basis  and to reclassify  the  change  in  the
   company's checks in process of clearing to cash flows  from
   operations  rather  than  from financing  activities.   The
   company  has  also provided additional disclosures  related
   to   acquisitions,   long-term  debt  and   capital   lease
   obligations,  contingencies, redeemable stock  and  capital
   stock.


        The  condensed consolidated balance sheet of IBP, inc.
   and  subsidiaries ("IBP" or "the company") at December  25,
   1999  has  been taken from audited financial statements  at
   that   date,  as  restated,  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,  as  amended, for the year ended  December  25,
   1999.

        On  February 7, 2000, the company completed  a  merger
   with  Corporate  Brand Foods America,  Inc.  ("CBFA")  (see
   Note  F).   The merger has been accounted for as a  pooling
   of   interests   and,   accordingly,   all   prior   period
   consolidated  financial statements have  been  restated  to
   include  the  combined  results  of  operations,  financial
   position and cash flows of CBFA.

         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  25,  2000  and  the
   results  of  its  operations and its  cash  flows  for  the
   periods presented herein.

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

                                     -6-

   B.  OTHER

        IBP's interim operating results of 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.

   C.  INVENTORIES

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

                                Restated       Restated
                                March 25,     December 25,
                                  2000           1999
                               -----------    -----------
   Product inventories:
    Raw materials              $ 79,626        $ 37,846
    Work in process              86,639          83,638
    Finished goods              398,165         269,839
                                -------         -------
                                564,430         391,323
   Livestock                    154,002         137,300
   Supplies                      92,990          86,569
                                -------         -------
                               $811,422        $615,192
                                =======         =======


   D.  EARNINGS PER SHARE


                                              13 Weeks Ended
                                         -------------------------
                                          Restated       Restated
                                          March 25,      March 27,
                                            2000           1999
                                         ----------     ----------
Numerator:
 Earnings before accounting
  change and extraordinary item           $ 33,736        $ 66,021
 Preferred stock dividends and accretion    (2,566)           (656)
                                           -------         -------
 Available for common shares              $ 31,170        $ 65,365
                                           =======         =======

Denominator:
 Weighted average common shares
  outstanding                              106,042          96,584
 Dilutive effect of employee stock plans     1,449           9,683
                                           -------         -------
 Diluted average common shares
  outstanding                              107,491         106,267
                                           =======         =======
 Basic earnings before accounting
  change and extraordinary item
  per common share                           $ .29           $ .68
                                              ====            ====
 Diluted earnings before accounting
  change and extraordinary item
  per common share                           $ .29           $ .62
                                              ====            ====

                                   -7-

        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.


                                            2000          1999
                                         ----------    ----------
   Stock options excluded from
    diluted EPS computation                3,484            905
   Average option price per share         $21.01         $25.66


     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 25, 2000
     and March 27, 1999 was as follows:


                                        13 Weeks Ended
                                   -------------------------
                                     Restated      Restated
                                     March 25,     March 27,
                                       2000          1999
                                   ------------  -----------
   NET EARNINGS                       $16,270        $66,021
   Other comprehensive income:
    Foreign currency translation
     adjustments                          894          3,116
                                       ------         ------
   COMPREHENSIVE INCOME               $17,164        $69,137
                                       ======         ======

   F.  ACQUISITION

         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 transaction-related fees of $8 million.

        IBP  had product sales to CBFA in IBP's fiscal quarters
   ended  March  25,  2000  and March 27,  1999,  totaling  $29
   million  and  $14 million, respectively.  These intercompany
   sales have been eliminated in consolidation.  The effects of
   conforming CBFA's accounting policies to those of  IBP  were
   not material.

        The company, by virtue of its acquisition of CBFA,  has
   a  restricted  stock  plan for which,  upon  termination  of

                                    -8-

   employment  with  the company, grantees have  the  right  to
   require the company to purchase the vested portion of shares
   issued under the plan at fair market value.  As a result  of
   this  mandatory  redemption feature  (the  "Put  Features"),
   shares  issued  under the plan are classified as  redeemable
   stock  in  the accompanying consolidated balance sheet,  and
   the plan is accounted for as a "variable plan" in accordance
   with  APB Opinion #25.  Since the inception of the plan,  no
   grantees  have exercised their Put Features, and  management
   considers  the likelihood of significant Put Features  being
   exercised in the future to be remote.

              Prior to the merger, CBFA's fiscal year ended  on
   the  Sunday  closest  to  the last  day  of  February.   The
   following information presents certain statement of earnings
   data  for  the  separate  companies corresponding  to  IBP's
   fiscal first quarters of 2000 and 1999:


                                               Quarter ended
                                      --------------------------------
                                         Restated          Restated
                                      March 25, 2000    March 27, 1999
                                      --------------    --------------
Net sales:
 IBP, as reported                       $3,686,184         $3,097,652
 Intercompany sales to CBFA                (28,507)           (14,335)
                                         ---------          ---------
 Net IBP sales                           3,657,677          3,083,317
 CBFA                                      171,507            127,857
                                         ---------          ---------
                                        $3,829,184         $3,211,174
                                         =========          =========
Net earnings (loss):
 IBP                                    $   55,159         $   66,317
 CBFA                                      (38,889)              (296)
                                         ---------          ---------
                                        $   16,270         $   66,021
                                         =========          =========

   G.  LONG-TERM OBLIGATIONS:

       Long-term obligations are summarized as follows:

                                                        Restated
                                       March 25,       December 25,
                                         2000            1999
                                     -------------    --------------
7.95% Senior Notes due 2010             $300,000         $   -
7.45% Senior Notes due 2007              125,000          125,000
6.125% Senior Notes due 2006             100,000          100,000
7.125% Senior Notes due 2026             100,000          100,000
6.0% Securities due 2001                  50,000           50,000
CBFA long-term obligations                  -             168,934
Revolving credit facilities                 -             218,327
Present value of minimum
 capital lease obligations                25,851           26,878
Other                                     13,498           13,847
                                         -------          -------
                                         714,349          802,986
Less amounts due within one year           4,028           13,125
                                         -------          -------
                                        $710,321         $789,861
                                         =======          =======

        On January 31, 2000, the company issued $300 million of
   7.95%  10-year notes under its $550 million Debt  Securities

                                   -9-

   program  originally  registered  with  the  Securities   and
   Exchange  Commission ("SEC") in 1996.  This Debt  Securities
   program was subsequently amended and filed with the  SEC  on
   January  27,  2000.  The net proceeds, issued  at  a  slight
   discount to par, were used to reduce IBP's revolving  credit
   facilities, $175 million of which had been classified as non-
   current   at   December  25,  1999.   Interest  is   payable
   semiannually.

        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 impact on future
   financial  results  is not subject to reasonable  estimation
   because considerable uncertainty exists, 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 granted IBP's request
   for  a  review  of the class certification decision,  and  a
   decision  was  rendered  on April  20,  2000  reversing  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.  IBP expects the plaintiffs  to
   attempt  to  file  pleadings seeking to certify  an  amended
   class.   In  plaintiff's expert reports filed prior  to  the
   11th  Circuit  decision  reversing the  class  certification
   decision,  plaintiffs  were seeking  up  to  $3  billion  in
   damages  on  behalf of the class.  Management  continues  to
   believe that the company has acted properly and lawfully  in
   its dealings with cattle producers.

         On  January 12, 2000, The United States Department  of
   Justice  ("DOJ"), on behalf of the Environmental  Protection

                                   -10-

   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
   for  the  claims  raised  in this  lawsuit  based  upon  the
   evaluation of a confidential settlement demand received from
   the  DOJ,  and  review and evaluation of the  resolution  of
   comparable  claims, in light of the company's assessment  of
   the  facts  as  known to the company in light of  the  legal
   theories  advanced  by  the DOJ.  On  the  same  basis,  the
   company  believes  the  range of exposure  is  between  $3.5
   million and $15.9 million, though is unable to predict  with
   accuracy the ultimate resolution in this matter due to risks
   and uncertainties that make such an evaluation difficult  at
   this time.  The company believes it has meritorious defenses
   on  each  of  these allegations and intends to  aggressively
   defend these claims.

         The EPA has also sent IBP an information request under
   the  Clean Air Act and CERCLA seeking additional information
   regarding  hydrogen  sulfide emissions  from  the  company's
   Dakota  City  facility.  The EPA claims it seeks information
   to  determine  whether the emissions pose  an  imminent  and
   substantial endangerment to human health or the environment.
   If  the  EPA  makes this finding, it could  trigger  further
   action  including  an  administrative order  for  compliance
   concerning  the facility.  IBP disputes and would vigorously
   contest any claim that the emissions pose any such threat.

        On  February 22, 2000, a lawsuit was 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 complaint, seeking  unspecified
   damages, alleges that IBP violated Sections 10(b) and  20(a)
   of the Securities Exchange Act of 1934, and Rule 10b-5 there
   under,  and  claims IBP issued materially  false  statements
   about  the company's compliance with environmental  laws  in
   order  to  inflate  the company's stock  price.   Management
   believes it has accurately reported the company's compliance
   with   environmental  laws,  and  the  company  intends   to
   vigorously contest these claims.


   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  90%
   of  Beef Carcass sales are to other IBP segments, chiefly to
   Beef Processing.  The Beef Carcass segment also markets  its
   allied  products  to  manufacturers of  pharmaceuticals  and
   animal feeds.

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

                                     -11-

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

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

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

        The  All Other segment includes several businesses that
   do  not  constitute  reportable  business  segments.   These
   businesses   primarily  include  the   company's   logistics
   operations,  its  Lakeside Farm Industries, Ltd.  subsidiary
   (Canadian  beef  slaughter  and  fabrication  operation  and
   cattle  feedlot),  its cow boning 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 options
   expense (credits).

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

                                    -12-

                                         13 Weeks Ended
                                     ---------------------
                                     Restated     Restated
                                     March 25,    March 27,
                                       2000         1999
                                     ---------    --------
  NET SALES
  Sales to unaffiliated customers:
   Beef Carcass                     $  265,982   $  224,277
   Beef Processing                   1,889,941    1,675,857
   Pork                                548,953      478,067
   Foodbrands America                  689,955      436,204
   All Other                           434,353      396,769
                                     ---------    ---------
                                    $3,829,181   $3,211,174
                                     =========    =========

  Intersegment sales:
   Beef Carcass                     $1,945,176   $1,679,555
   Beef Processing                      73,718       62,175
   Pork                                120,400       66,003
   All Other                           118,841      113,413
   Intersegment elimination         (2,258,135)  (1,921,146)
                                     ---------    ---------
                                         -            -
                                     =========    =========

  Net sales:
   Beef Carcass                     $2,211,158   $1,903,832
   Beef Processing                   1,963,659    1,738,032
   Pork                                669,353      544,070
   Foodbrands America                  689,955      436,204
   All Other                           553,194      510,182
   Intersegment elimination         (2,258,135)  (1,921,146)
                                     ---------    ---------
                                    $3,829,184   $3,211,174
                                     =========    =========

  EARNINGS FROM OPERATIONS
   Beef Carcass                     $   42,053   $   22,817
   Beef Processing                      13,319       13,158
   Pork                                 26,198       47,173
   Foodbrands America                  (29,119)      20,674
   All Other                            22,510        4,077
                                     ---------    ---------
     Earnings from Segments             74,961      107,899
   Corporate                              (443)       8,211
                                     ---------    ---------
   Total Earnings from Operations   $   74,518   $  116,110
                                     =========    =========

   Net interest expense                (21,316)     (13,744)
                                     ---------    ---------
   Earnings before income
     taxes, accounting change
     and extraordinary item         $   53,202   $  102,366
                                     =========    =========

  NET SALES BY LOCATION
   OF CUSTOMERS
   United States                    $3,237,974   $2,730,212
   Japan                               240,804      201,435
   Canada                              128,966      108,203
   Korea                                74,763       42,581
   Mexico                               53,333       40,730
   Other foreign countries              93,344       88,013
                                     ---------    ---------
                                    $3,829,184   $3,211,174
                                     =========    =========

                                   -13-

J.  RESTATEMENTS:

     DFG RESTATEMENTS:
     Following  the third quarter 2000, the company  identified
$9.6  million  in  adjustments that were necessary  related  to
inaccuracies at its DFG subsidiary, which were reflected in the
company's reported results in its Quarterly Report on Form 10-Q
for  the period ended September 23, 2000.  As a result of these
inaccuracies,  which were identified during the fourth  quarter
2000, the company initiated a comprehensive internal review  of
operations, systems, processes and controls related to its  DFG
subsidiary.  These reviews and other issues raised  during  the
fourth  quarter 2000 resulted in recording certain charges  and
adjustments,   as   discussed  below,   which   resulted   from
irregularities   and  misstatements  and  impacted   previously
reported results for the year ended December 25, 1999 and  each
of the quarterly periods of 2000.

	The accompanying financial statements have been restated to
reflect  $3,311  of pre-tax adjustments related principally  to
overstated  prepaid  expenses;  inventory  valued   above   net
realizable  value;  uncollectible accounts  receivable  due  to
customer short payments, unauthorized deductions and subsequent
allowances;  and  under  accrual of liabilities  for  inventory
purchases,  temporary  labor  costs,  marketing,  rebates   and
commissions.   These adjustments resulted  in  an  increase  of
$2,344 in previously reported cost of products sold and a  $967
increase  in  selling, general and administrative expenses  for
the  first  quarter  2000.  The related  tax  impact  of  these
adjustments  of $1,200 has also been reflected. The  impact  of
these  adjustments reduced net earnings by $2,111  and  related
earnings per diluted share by $0.02  from  amounts
previously  reported for first quarter 2000.  The  accompanying
financial statements also reflect the related balance sheet
adjustments made to the December 25, 1999 financial statements,
as restated in the company's amended Form 10-K.

STOCK OPTIONS:
     The company's stock option plan grants officers additional
bonus  options  if  the original options  are  exercised.   The
original  officer options are generally issued at market  price
at the date of the grant, vest over a five-year period and have
a  ten-year term.  The bonus options are issued at market price
at  the  date the bonus options are granted and are exercisable
after two years, provided the shares acquired with the original
options  are  still owned by the officer.  As a result  of  the
bonus options features, variable plan accounting is appropriate
for  the  options granted under these provisions.  Compensation
expense  for the original options has been revised and  is  now
recorded  over  the  vesting period  based  on  the  difference
between the market value and the exercise price at the  end  of
each period.  Compensation expense related to the bonus options
is  recorded based on the market value and the exercise  prices
over the vesting period from the date vesting becomes probable,
to  the  date  the  bonus options are vested  and  exercisable.
Prior to the restatement, the company followed fixed accounting
for  these options, treating the original grants and the  bonus
option  grants as two separate grants.  The restatement records
the  period  and  cumulative accrued compensation  and  related
deferred  tax impact, which decreased compensation  expense  by
$2,858  and  $10,445  in  the first  quarters  2000  and  1999,
respectively,  and increased income tax expenses  for  the  tax
benefit associated with the expense.  The change increased  net

                                    -14-

earnings by $2,595 and $9,419 and earnings per diluted share by
$0.02   and  $0.09  in  the  first  quarters  2000  and   1999,
respectively.

REVENUE RECOGNITION:
      The restated financial statements reflect adjustments  to
adopt  SAB 101 in first quarter 2000, as described in  Note  K.
The company adopted SAB 101 effective in the first quarter 2000
by  recording a cumulative adjustment that reduced net earnings
by  $2,429 or $0.02 per diluted share. Net earnings before  the
cumulative  effect  of the accounting change  were  reduced  by
$1,463 or $0.01 per diluted share.

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

ADDITIONAL DISCLOSURES:
     The statements of cash flows has also been restated for the
above  adjustments, to provide more detail of  certain  cash
transactions that were previously reported on a combined  basis
and to reclassify the change in the company's checks in process
of  clearance  to cash flows from operations rather  than  from
financing activities.

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

<TABLE>
CONSOLIDATED BALANCE SHEET
March 25, 2000		       As
                           Previously                   Revenue        Stock         As
                            Reported        DFG       Recognition     Options     Restated
                          -----------   -----------   -----------   -----------   -----------
<S>                      <C>           <C>           <C>           <C>           <C>
ASSETS
  CURRENT ASSETS:
    Accounts receivable  $   802,632   $    (3,990)  $  (116,164)  $      -      $   682,478
    Inventories              711,598        (9,741)      109,565          -
811,422
    Deferred income tax
      benefits and
      prepaid expenses       101,253           869           321          -          102,443
  TOTAL CURRENT ASSETS     1,649,840       (12,862)       (6,278)         -
1,630,700
     TOTAL ASSETS        $ 4,252,613   $   (12,862)  $    (6,278)  $      -
$ 4,233,473
                          ==========    ==========    ==========    ==========
==========

                                    -15-


                               As
                           Previously                   Revenue        Stock         As
LIABILITIES AND             Reported        DFG       Recognition     Options     Restated
STOCKHOLDERS' EQUITY      -----------   -----------   -----------   -----------   ---------
  CURRENT LIABILITIES:
    Accounts payable     $   403,562   $        71   $      -      $      -
$   403,633
    Deferred income
     taxes and other
     current liabilities     438,378        (1,201)         -           (2,386)
434,791
        TOTAL CURRENT
          LIABILITIES      1,602,968        (1,130)         -           (2,386)
1,599,452
    Deferred income
     taxes and other non-
     current liabilities     169,997          -            4,403          -
174,400
       TOTAL LIABILITIES   2,483,286        (1,130)        4,403        (2,386)
2,484,173
  STOCKHOLDERS' EQUITY:
    Retained earnings      1,389,074       (11,732)       (4,403)       (3,892)
1,369,047
      TOTAL STOCKHOLDERS'
       EQUITY              1,744,307       (11,732)       (4,403)       (3,892)
1,724,280
        TOTAL LIABILITIES
          AND STOCKHOLDERS'
            EQUITY       $ 4,252,613   $   (12,862)  $      -      $    (6,278)
$ 4,233,473
                          ==========    ==========    ==========    ==========    ==========
</TABLE>
<TABLE>
CONSOLIDATED STATEMENT
OF EARNINGS
13 weeks ended           	 As
March 25, 2000             Previously                   Revenue        Stock          As
                            Reported        DFG       Recognition     Options       Restated
                          -----------   -----------   -----------   -----------   -----------
<S>                      <C>            <C>          <C>           <C>           <C>
Net Sales                $ 3,882,037   $      -      $   (52,853)  $      -
$ 3,829,184
Cost of products sold      3,642,058         2,344       (50,530)         -
3,593,872
                          ----------    ----------    ----------    ----------
----------
Gross profit                 239,979        (2,344)       (2,323)         -
235,312
Selling, general and
 administrative expenses     131,349           967            37        (2,858)
129,495
Earnings from operations      77,331        (3,311)       (2,360)        2,858
74,518
Income tax expense            21,300        (1,200)         (897)          263
19,466
Earnings before
  accounting change
  and extraordinary item      34,715        (2,111)       (1,463)        2,595
33,736

Cumulative   effect   of
change in accounting
principle                       -             -           (2,429)         -
(2,429)
Net earnings                  19,678        (2,111)       (3,892)        2,595
16,270

                                    -16-
CONSOLIDATED STATEMENT
OF EARNINGS
13 weeks ended           	 As
March 25, 2000              Previously                   Revenue        Stock          As
(continued)                 Reported        DFG       Recognition     Options       Restated
                          -----------   -----------   -----------   -----------   -----------
Earnings   per    common
share:
 Earnings before
  accounting change
  and extraordinary item $      0.30   $     (0.02)  $     (0.01)  $      0.02
$      0.29
  Cumulative effect  of
   change in accounting
   principle                     -             -           (0.02)          -
(0.02)                                      (0.02)                 (0.02)
  Extraordinary item           (0.14)          -             -             -
(0.14)                        (0.14)
(0.14)
  Net earnings                  0.16         (0.02)        (0.03)         0.02
0.13

Earnings   per    common
share -   assuming dilution:
 Earnings before
  accounting change
  and extraordinary item $      0.30   $     (0.02)  $     (0.01)  $      0.02
$      0.29
  Cumulative effect  of
   change in accounting
   principle                     -             -           (0.02)          -
(0.02)         (0.02)
  Extraordinary item           (0.14)          -             -             -
(0.14)
  Net earnings                  0.16         (0.02)        (0.03)         0.02
0.13
</TABLE>

<TABLE>
CONSOLIDATED STATEMENT
OF EARNINGS
13 weeks ended           	 As
March 27, 1999             Previously                   Revenue        Stock         As
                            Reported        DFG       Recognition     Options     Restated
                          -----------   -----------   -----------   -----------  -----------
<S>                      <C>           <C>           <C>           <C>          <C>
Selling, general and
 administrative expenses $    99,353   $     -       $     -       $   (10,445)
$    88,908
Earnings from operations     105,665         -             -            10,445
116,110
Income taxes                  35,319         -             -             1,026
36,345
Net earnings                  56,602         -             -             9,419
66,021
Earnings per share -
Basic                    $      0.58         -             -       $      0.10
$      0.68
Basic
Earnings per share -            0.53         -             -              0.09
0.62
diluted

</TABLE>

<TABLE>
CONSOLIDATED STATEMENTS OF
CASH FLOWS
                                                          Reclass
13 Weeks Ended March 25, 2000        As                  Checks in
                                 Previously     DFG     Process of         As
                                  Reported    Impact     Clearance      Restated
                                -----------  -----------  -----------  -----------
<S>                            <C>          <C>          <C>          <C>
Net cash flows provided by
   operating activities        $   (37,259) $      429   $    33,404  $  (3,426)
Net cash flows provided by
   financing activities            122,485         -         (33,404)    89,081
Net change in cash and cash
   equivalents                       1,063         429          -         1,492

13 Weeks Ended March 27, 1999

Net cash flows provided by
   operating activities        $   (35,241) $      -     $   33,276   $  (1,965)
Net cash flows provided by
   financing activities             88,911         -        (33,276)     55,635

</TABLE>
                                   -17-

K.  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 will recognize  revenue
upon  delivery  to  customers.   Previously,  the  company  had
recognized  revenue upon shipment to customers,  in  accordance
with  its  interpretation of Statement of Financial  Accounting
Concepts  No.  5,  Revenue and Recognition  in  Measurement  in
Financial  Statements of Business Enterprises.  The  cumulative
effect  of  the change on prior years resulted in a  charge  to
earnings of $2,429 (net of income taxes of $1,489) or $.02  per
share,  which  is  included in earnings for the  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). The
pro  forma  amounts  presented in the earnings  statement  were
calculated   assuming   the   accounting   change   was    made
retroactively to prior periods.

      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  net  earnings by $2,429 (after reduction  for  income
taxes of $1,489) during that period.






                                   -18-


           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.

    RESTATEMENTS
    ------------

     Management's discussion and analysis has been revised and
expanded to reflect the following items, as described in Note J
to the financial statements:

DFG RESTATEMENTS:
     Following  the third quarter 2000, the company  identified
$9.6 million in adjustments that  were  necessary
related to inaccuracies at its DFG subsidiary, which were reflected
in  the  company's reported results in its Quarterly Report  on
Form 10-Q for the period ended September 23, 2000.  As a result
of  these  inaccuracies, which were identified during the fourth
quarter  2000,  the company initiated a comprehensive  internal
review  of  its  accounting  records,  systems,  processes  and
controls related to its DFG subsidiary. These reviews and other
issues  raised  during  the  fourth quarter  2000  resulted  in
recording certain charges and adjustments, as discussed  below,
which  impacted previously reported results for the year  ended
December 25, 1999 and each of the unaudited interim periods of 2000.


     The accompanying discussion and analysis has been  revised
to reflect $3,311 of pre-tax adjustments related principally to
overstated  prepaid  expenses;  inventory  valued   above   net
realizable  value;  uncollectible accounts  receivable  due  to
customer short payments, unauthorized deductions and subsequent
allowances;  and  under  accrual of liabilities  for  inventory
purchases,  temporary  labor  costs,  marketing,  rebates   and
commissions.   These adjustments resulted  in  an  increase  of
$2,344 in previously reported cost of products sold and a  $967
increase  in  selling, general and administrative expenses  for
the  first  quarter  2000.  The related  tax  impact  of  these
adjustments  of $1,200 has also been reflected. The  impact  of
these  adjustments reduced net earnings by $2,111  and  related
earnings per diluted share by $0.02  from  amounts
previously  reported for the first quarter 2000.

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

                                    -19-

a  ten-year term.  The bonus options are issued at market price
at  the  date the bonus options are granted and are exercisable
after two years, provided the shares acquired with the original
options  are  still owned by the officer.  As a result  of  the
bonus  options feature, variable plan accounting is appropriate
for  the  options granted under these provisions.  Compensation
expense  for the original options has been revised and  is  now
recorded  over  the  vesting period  based  on  the  difference
between the market value and the exercise price at the  end  of
each period.  Compensation expense related to the bonus options
is  recorded based on the market value and the exercise  prices
over the vesting period from the date vesting becomes probable,
to  the  date  the  bonus options are vested  and  exercisable.
Prior to the restatement, the company followed fixed accounting
for  these options, treating the original grants and the  bonus
option   grants  as  two  separate  grants.   The   restatement
decreased  compensation expense by $2,858 and  $10,445  in  the
first  quarters  2000  and  1999, respectively,  and  increased
income  tax  expenses for the tax benefit associated  with  the
expense.   The  change  increased net earnings  by  $2,595  and
$9,419 and earnings per diluted share by $0.02 and $0.09 in the
first quarters 2000 and 1999, respectively.

REVENUE RECOGNITION:
      The restated financial statements reflect adjustments  to
adopt  SAB 101 in first quarter 2000, as described in  Note  K.
The company adopted SAB 101 effective in the first quarter 2000
by  recording a cumulative adjustment that reduced net earnings
by  $2,429 or $0.02 per diluted share. Net earnings before  the
cumulative  effect  of the accounting change  were  reduced  by
$1,463 or $0.01 per diluted share.

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


    ACQUISITION
    -----------

     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 transaction-related  fees  of  $8
million.

RESULTS OF OPERATIONS
---------------------

   Beef  Carcass  operating earnings improved to  1.9%  of  net
sales  in  the  first quarter 2000 versus  1.2%  in  the  first

                                   -20-

quarter  1999.   The  improvement was due mainly  to  increased
volume  of  beef  carcasses sold along with  improved  capacity
utilization.

   Beef Processing operating earnings were 0.7% of net sales in
the  first quarter 2000 versus 0.8% in the first quarter  1999.
Although  earnings were flat from the prior  year,  demand  was
strong and capacity utilization improved.

   Pork  operating earnings decreased to 3.9% of net  sales  in
the  first quarter 2000 versus 8.7% in the first quarter  1999.
Pork  performance in the first quarter 2000 was better than  in
any  first  quarter in any year other than in 1999.  The  first
quarter  1999  results included a receivable write-down  of  $4
million or net $.03 per diluted share related to a customer  in
bankruptcy proceedings.

   In  the  Foodbrands America segment, operating  earnings  in
2000 were reduced by the DFG issue and two other unusual items.
The   most   significant  item  was  $31  million  in  pre-tax,
nonrecurring  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 will not have a material  negative
impact  on  the company's net sales.  The company  had  product
sales  of $342 million to this customer in 1999.  Additionally,
the IBP Foods, Inc. operation, consisting of former Thorn Apple
Valley,  Inc.  facilities purchased in the third quarter  1999,
lost  $11  million  in the first quarter 2000.   Excluding  the
unusual  items  and  the IBP Foods, Inc. loss,  the  Foodbrands
America segment earned $27 million from operations compared  to
$21  million in the first quarter 1999, primarily  due  to  new
acquisitions and stronger foodservice performance.

   The All Other segment operating earnings improved to 4.1% of
net  sales  in the first quarter 2000 versus 0.8% in the  first
quarter 1999. Improved overall performance in this segment  was
primarily  the  result  of increased capacity  utilization  and
stronger product demand at the company's Canadian beef complex.

   The  105%  decrease  in  Corporate  operating  items  was
primarily  attributable  to  a lower  credit  to  stock  option
expense  in 2000, as a result of fluctuations in the  company's
stock price.

   The  latest  estimates by the U.S. Department of Agriculture
("USDA") and industry analysts predict that beef production  in
2000  will  be  close  to 1999 levels and higher  than  earlier
expected.  Thus, it appears that live cattle supplies  will  be
abundant for most of this year.  The USDA also forecasted  pork
production for 2000 to be down 2% to 3% from 1999.


                                  -21-

    COMPARATIVE SEGMENT RESULTS
    ---------------------------

                                  13 Weeks Ended
                            ------------------------
                              Restated     Restated
                              March 25,    March 27,
                                2000         1999      % Change
                            -----------   ----------    --------
                                 (in thousands)
  Net Sales:
   Beef Carcass             $2,211,158    $1,903,832       +16%
   Beef Processing           1,963,659     1,738,032       +13%
   Pork                        669,353       544,070       +23%
   Foodbrands America          689,955       436,204       +58%
   All Other                   553,194       510,182        +8%
   Intersegment elimination (2,258,135)   (1,921,146)      +18%
                             ---------     ---------
                            $3,829,184    $3,211,174       +19%
                             =========     =========

  Earnings from Operations:
   Beef Carcass             $   42,053    $   22,817       +84%
   Beef Processing              13,319        13,158        +1%
   Pork                         26,198        47,173       -44%
   Foodbrands America          (29,119)       20,674      -241%
   All Other                    22,510         4,077      +452%
                             ---------     ---------
     Earnings from segments     74,961       107,899       -31%
   Corporate                      (443)        8,211      -105%
                             ---------     ---------
Total Earnings from
     operations             $   74,518    $  116,110       -36%
                             =========     =========


     SALES

     The 16% increase in Beef Carcass segment net sales for the
first  quarter  2000 versus the same period  in  1999  was  due
primarily to an 11% increase in average selling prices of  beef
carcasses  sold  along with a 5% increase  in  pounds  of  beef
carcass products sold. Approximately 90% of Beef Carcass sales
are intersegment sales, principally to the Beef Processing
segment operations.

      The 13% increase in Beef Processing segment net sales for
the  first quarter 2000 versus the same period in 1999 was  due
primarily  to a 9% increase in average selling prices  of  beef
products  sold  along  with a 4% increase  in  pounds  of  beef
products sold.

     The  23%  increase  in Pork segment net  sales  for  first
quarter  2000 versus the same period in 1999 was due  primarily
to  a  19% increase in selling prices of pork along with  a  4%
increase in pounds of pork products sold.

   The  58% increase in Foodbrands America's net sales was  due
in  large part to acquisitions subsequent to the first  quarter
1999.   The 1999 additions (Russer Foods and H&M Foods  in  the
second quarter, IBP Foods and Wilton Foods in the third quarter
and  Wright Brand Foods, Inc. (by CBFA) in the fourth  quarter)
increased  net  sales  by almost $200 million.   Excluding  the
effect   of   acquisitions,  existing  operations'  net   sales
increased 13% on higher sales volume and price increases.

                                    -22-

   The 8% increase in All Other segment net sales for the first
quarter 2000 versus the same period in 1999 was due primarily
to increased average selling prices and increased volume of
hides sold along with higher average selling prices and
increased volume of beef products sold from the company's
Canadian beef complex.

   Net  export  sales increased 25% in the first  quarter  2000
from  the  year earlier despite an increase in pounds  sold  of
only  2%  from  the  prior year.  The 25%  net  sales  increase
resulted from both pricing and product mix factors.  As the Far
East has continued to recover from the economic difficulties of
the recent past, the product mix sold to the region has shifted
more  toward  higher-end products.  Net sales into Asia,  which
accounted for 75% of total exports, increased 31% in the  first
quarter  2000  from  the prior year.  Sales  into  Mexico  also
improved  33%  on a volume increase of 31%.  Net  export  sales
accounted  for 15% of total net sales in the first  quarter  of
2000 versus 15% in the same 1999 period.

   COST OF PRODUCTS SOLD

   In  the  Beef Carcass segment, the cost of products sold  in
the  first  quarter 2000 increased 15% from the  first  quarter
1999.   Higher  average live cattle prices and  increased  beef
volume  were  the principal reasons for the higher 2000  costs.
Plant  costs  also increased due in large part to higher  labor
costs.

     In  the Beef Processing segment, the cost of products sold
in  the first quarter 2000 increased 13% from the first quarter
1999.  Higher average raw material costs, passed through from the
Beef Carcass segment, due to the increase in
live cattle prices along with increases in volume produced were
the  main  factors in the higher 2000 costs.  Plant costs  also
increased due in large part to higher labor costs.

     In  the  Pork  segment, the cost of products sold  in  the
first  quarter 2000 increased 30% from the first quarter  1999.
Significantly higher live hog prices were the principal  reason
for  the higher 2000 costs.  Plant costs also increased due  in
large part to higher labor costs.

     Foodbrands  America's first quarter 2000  cost  of  products
sold increased 67% from the first quarter 1999.  Excluding  the
effect  of  acquisitions, higher costs resulted  from  the  DFG
issue,  increased  volume  of  products  sold  and  higher  raw
material costs.

    In the Other segment, the cost of products sold in the
first quarter 2000 increased by 5% from the first quarter
of 1999.  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 EXPENSE

   First  quarter  2000 expense increased 46%  over  the  first
quarter  1999.  The principal reasons for the increase include:
higher  bad  debt  expense,  the  DFG  issues,  the  effect  of
acquisitions,   higher  volume-related  selling   expense   and

                                    -23-

increased personnel-related expenses and a reduction in noncash
variable  stock  compensation  credits  of  $8  million,  which
fluctuates  with changes in the market value of  the  company's
stock.

      INCOME TAXES

	The company's effective tax rate increased to 36.6% in
the first quarter 2000 from 35.5% in the same 1999 period.  The
increase resulted primarily from a decrease in variable stock
compensation credits, most of which are not includable for
income tax purposes.

      INTEREST EXPENSE

      The 55% increase in 2000 net interest expense versus  the
first  quarter 1999 was due primarily to an increase in average
borrowings   in  2000.  The  higher  2000  average  outstanding
borrowings   versus   the   first   quarter   1999    reflected
approximately  $500  million of cash spent on  acquisitions  in
1999 subsequent to the first quarter.

RECENT ACCOUNTING CHANGES
-------------------------

     Beginning in the first quarter 2000, the company changed its  method
of  accounting for revenue recognition in accordance with Staff
Accounting  Bulletin  (SAB)  No. 101,  Revenue  Recognition  in
Financial  Statements. As a result of the guidance in  SAB  No.
101,  the  company  will  recognize revenue  upon  delivery  to
customers.  Previously, the company had recognized revenue upon
shipment to customers, in accordance with its interpretation of
Statement  of Financial Accounting Concepts No. 5, Revenue  and
Recognition in Measurement in Financial Statements of  Business
Enterprises. The cumulative effect of the change on prior years
resulted  in a charge to 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).  The  pro forma amounts presented  in  the  income
statement  were calculated assuming the accounting  change  was
made retroactively to prior periods.

      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 $1,410 million in  the
first  three  months of 2000 compared to $949  million  in  the
comparable 1999 period. Borrowings outstanding under  committed
and  uncommitted  credit facilities at March 25,  2000  totaled
$757  million  compared  to $623 million  (excluding  CBFA)  at
December  25, 1999, and available unused credit capacity  under
committed facilities at March 25, 2000 was $115 million.

   On  January  31,  2000, the company issued $300  million  of
7.95%  10-year  notes  under its $550 million  Debt  Securities
program  originally registered with the Securities and Exchange

                                    -24-

Commission  ("SEC") in 1996.  This Debt Securities program  was
subsequently  amended and filed with the  SEC  on  January  27,
2000.   The net proceeds, issued at a slight discount  to  par,
were  used  to  reduce IBP's revolving credit facilities,  $175
million of which had been classified as non-current at December
25, 1999.  Interest is payable semiannually.

   In  January  2000, the company put in place $300 million  of
additional  revolving credit capacity via  a  364-day  facility
with  two  major  financial institutions.   Credit  terms  were
similar  to  those  in existing credit facilities.   Meanwhile,
IBP's  $100  million Promissory Note expired in February  2000,
which  left  the  company  with $800  million  total  borrowing
capacity under committed facilities.

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

   Year-to-date  capital expenditures through  March  25,  2000
totaled $76 million compared to $47 million in the first  three
months  of  1999.  Major projects included renovations  of  the
Norfolk, Nebraska, beef processing plant, case-ready and  other
value-added  product  projects,  and  development  of   forward
warehouses for product distribution.  Approximately 75% of  the
2000  spending  was  for  revenue  enhancement  or  cost-saving
projects,   while  the  remainder  went  toward  upgrades   and
replacements of existing equipment and facilities.

                                  -25-

PART II.  OTHER INFORMATION


Item 5.  Other Information
--------------------------

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

                                           13 Weeks Ended
                                      -----------------------
                                       Restated     Restated
                                       March 25,    March 27,
                                         2000         1999
                                      ----------   ----------
    Earnings before income taxes,
     cumulative effect of accounting
     change and extraordinary item     $ 53,202     $102,366
    Total fixed charges                  29,500       19,235
    Capitalized interest                 (1,126)      (2,197)
    Earnings before fixed charges,      -------      -------
     income taxes and extraordinary
     Item                              $ 81,576     $119,404
                                        =======      =======

    Ratio of earnings to fixed charges      2.8          6.2
                                            ===          ===



Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

   (b)   Reports on Form 8-K
         -------------------

        No reports on Form 8-K were filed by the company
during the quarter ended March 25, 2000.















                                  -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)


   March 12, 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-