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 26 weeks ended June 24, 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 August 1, 2000, the registrant had outstanding
105,578,277 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
                                                  June 24,      December 25,
                                                    2000           1999
ASSETS                                          -----------     -----------
------

  CURRENT ASSETS:
    Cash and cash equivalents                   $   32,415      $   32,865
    Marketable securities                           10,000            -
     Accounts  receivable, less  allowance for
     doubtful  accounts of  $22,643  and $21,352   696,277         849,679
    Inventories                                    865,366         615,192
    Deferred income tax benefits and
      prepaid expenses                              99,054          82,992
                                                ----------      ----------
        TOTAL CURRENT ASSETS                     1,703,112       1,580,728

  Property, plant and equipment
    less accumulated depreciation
    of $1,023,934 and $960,390                   1,468,290       1,362,765
  Goodwill, net of accumulated
    amortization of $204,930 and $189,395        1,050,723       1,054,839
  Other assets                                     150,441         145,225
                                                ----------      ----------
                                                $4,372,566      $4,143,557
                                                ==========      ==========
LIABILITIES, REDEEMABLE STOCK, AND
----------------------------------
  STOCKHOLDERS' EQUITY
  --------------------

  CURRENT LIABILITIES:
    Notes payable to banks                         781,755         542,060
    Accounts payable                               445,147         421,564
    Deferred income taxes and other
      current liabilities                          474,260         455,968
    Current portion of long-term debt               54,226          13,125
                                                ----------      ----------
        TOTAL CURRENT LIABILITIES                1,755,388       1,432,717

  Long-term debt and capital lease
    obligations                                    659,621         789,861
  Deferred income taxes and other
    liabilities                                    174,491         175,932
                                                ----------      ----------
        TOTAL LIABILITIES                        2,589,500       2,398,510

  REDEEMABLE STOCK                                  28,537          44,564
                                                ----------      ----------
  STOCKHOLDERS' EQUITY:
    Common stock at par value                        5,450           4,964
    Additional paid-in capital                     417,174         404,463
    Retained earnings                            1,412,818       1,358,971
    Accumulated other comprehensive income          (9,656)         (8,600)
    Treasury stock                                 (71,257)        (59,315)
                                                ----------      ----------
      TOTAL STOCKHOLDERS' EQUITY                 1,754,529       1,700,483
                                                ==========      ==========
                                                $4,372,566      $4,143,557

See   accompanying  notes  to  condensed  consolidated  financial
statements.


                          2


<TABLE>
                                         IBP, inc. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                 (In thousands, except per share data)
                                    13 Weeks Ended            26 Weeks Ended
                               -----------------------   -----------------------
                                 Restated     Restated      Restated     Restated
                                 June 24,     June 26,      June 24,     June 26,
                                   2000         1999          2000         1999
<S>                            <C>          <C>           <C>          <C>
Net sales                      $4,139,767   $3,616,112    $7,968,951   $6,827,286
Cost of products sold           3,891,663    3,385,975     7,485,535    6,392,131
                               ----------   ----------    ----------   ----------
Gross profit                      248,104      230,137       483,416      435,155
Selling, general and
 administrative expense           151,069      105,407       280,565      194,315
Nonrecurring merger-related
 expense                             -            -           31,299         -
                               ----------   ----------    ----------   ----------

EARNINGS FROM OPERATIONS           97,035      124,730       171,552      240,840

Interest expense, net              21,635       17,423        42,950       31,167
                               ----------   ----------    ----------   ----------
Earnings before income taxes,
 accounting change and
 extraordinary item                75,400      107,307       128,602      209,673

Income tax expense                 28,958       42,066        48,424       78,411
                               ----------   ----------    ----------   ----------
Earnings before accounting
 change and extraordinary item     46,442       65,241        80,178      131,262

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

Extraordinary loss on early
 extinguishment of debt, less
 applicable taxes                    -            -          (15,037)       -
                               ----------   ----------    ----------   ----------
NET EARNINGS                   $   46,442   $   65,241    $   62,712   $  131,262
                               ==========   ==========    ==========   ==========
Earnings per common share:
 Earnings before cumulative
   effect of accounting change
   and extraordinary item           $ .44        $ .67         $ .73        $1.35
  Cumulative effect of  change
   in accounting principle            -            -            (.02)         -
  Extraordinary item                  -            -            (.14)         -
                                     ----         ----          ----         ----
                                    $ .44        $ .67         $ .57        $1.35
                                     ====         ====          ====         ====

Earnings per common share -
 assuming dilution:
 Earnings before cumulative
   effect of accounting change
   and etraordinary item            $ .43        $ .61         $ .72        $1.22
  Cumulative effect of  change
   in accounting principle            -            -            (.02)         -
 Extraordinary item                   -            -            (.14)         -
                                     ----         ----          ----         ----
Net earnings                        $ .43        $ .61         $ .56        $1.22
                                     ====         ====          ====         ====
                         3

                                         IBP, inc. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                 (In thousands, except per share data)
                                    13 Weeks Ended            26 Weeks Ended
                               -----------------------   -----------------------
                                 Restated     Restated      Restated     Restated
                                 June 24,     June 26,      June 24,     June 26,
                                   2000         1999          2000         1999

 Pro forma amounts assumed the
  accounting change is applied
  retroactively:

 Earnings before
    extraordinary item            $46,442      $64,562       $80,178     $129,522
                                   ======       ======        ======      =======
  Net earnings                    $46,442      $64,562       $65,141     $129,522
                                   ======       ======        ======      =======
 Net earnings per common share:
   Earnings before
     extraordinary item             $0.44        $0.66         $0.73        $1.33
                                     ====         ====          ====         ====
   Net earnings                     $0.44        $0.66         $0.59        $1.33
                                     ====         ====          ====         ====
 Earnings per common share
   assuming dilution:
   Earnings before
     extraordinary item             $0.43        $0.60         $0.72        $1.21
                                     ====         ====          ====         ====
   Net earnings                     $0.43        $0.60         $0.58        $1.21
                                     ====         ====          ====         ====
</TABLE>
See   accompanying  notes  to  condensed  consolidated  financial
statements.


                            4


                   IBP, inc. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED
                    STATEMENTS OF CASH FLOWS
                         (In thousands)
                                                   26 Weeks Ended
                                             -------------------------
                                              Restated        Restated
                                              June 24,        June 26,
                                                2000            1999
                                             -------------------------
                                                 Inflows (outflows)

NET CASH FLOWS PROVIDED (USED BY) OPERATING
 ACTIVITIES                                  $  108,649      $   (7,693)
                                              ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                          (181,501)       (104,026)
 Proceeds from sale of PP&E                         977           2,308
 Insurance proceeds from property losses           -              1,950
 Purchases of marketable securities             (25,000)        (19,400)
 Proceeds from disposals of marketable
  securities                                     15,000          19,400
 Increase in noncurrent receivables              (7,763)           -
 Investments in equity ventures                 (10,268)           -
 Acquisitions, net of cash acquired                -           (270,024)
 Other investing cash inflows                      -                319
 Other investing cash outflows                      (58)           -
 Net cash flows used by                      ----------      ----------
  investing activities                         (208,613)       (369,473)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on long-term
  obligations                                  (483,644)         (5,057)
 Increase in short-term debt                    333,796         388,934
 Proceeds from issuance of long-term debt       295,482           3,000
 Exercise of stock options                          885          (1,257)
 Dividends paid                                  (4,978)         (4,615)
 Purchases of treasury stock                    (13,580)         (2,035)
 Redemption of preferred stock                  (28,512)           -
 Other financing cash outflows                     -               (494)
 Net cash flows provided by                  ----------      ----------
  financing activities                           99,449         378,476
Effect of exchange rate on cash              ----------      ----------
 and cash equivalents                                65            (303)
                                             ----------      ----------
Net change in cash and cash equivalents            (450)          1,007
Cash and cash equivalents at beginning
 of period                                       32,865          29,295
Cash and cash equivalents at end of          ----------      ----------
 period                                      $   32,415      $   30,302
                                             ==========      ==========

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the periods for:
  Interest, net of amounts capitalized       $   36,653      $   28,830
  Income taxes, net of refunds received          40,042          88,967

 Depreciation and amortization expense           69,288          58,766
 Amortization of intangible assets               17,421          14,179

See   accompanying  notes  to  condensed  consolidated  financial
statements.


                            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,
   the  cumulative  and  current   period   effect   on   revenue
   recognition    related   to    the    adoption     of    Staff
   Accounting  Bulletin No. 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   necessary  to  present  fairly   the   financial
   position  of  IBP  at  June 24, 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.


   B.  OTHER

         IBP's  interim  operating  results  may  be  subject  to
   substantial  fluctuations which 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.

                         6

   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
                                      June 24,       December 25,
                                        2000             1999
                                      --------       -----------
          Product inventories:
           Raw materials              $ 86,274        $ 57,385
           Work in process              93,183          84,505
           Finished goods              420,836         238,710
                                       -------         -------
                                       600,293         380,600
          Livestock                    174,310         137,300
          Supplies                      90,763          97,292
                                       -------         -------
                                      $865,366        $615,192
                                       =======         =======

   D.  EARNINGS PER SHARE

                                               13 Weeks Ended
                                           --------------------------
                                              Restated      Restated
                                              June 24,      June 26,
                                                2000          1999
     Numerator:
      Net earnings                            $ 46,442      $ 65,241
        Preferred   stock  dividends   and
         accretion                                -             (451)
                                               -------       -------
      Earnings available for common shares    $ 46,442      $ 64,790
                                               =======       =======
     Denominator:
      Weighted average common shares
       Outstanding                             106,019        96,561
      Dilutive effect of employee stock plans    1,159         9,954
                                               -------       -------
    Diluted average common shares
        Outstanding                            107,178       106,515

      Basic earnings per common share            $ .44         $ .67
      Diluted earnings per common share          $ .43         $ .61

                          7

                                               26 Weeks Ended
                                          --------------------------
                                             Restated      Restated
                                             June 24,      June 26,
                                               2000          1999
Numerator:
 Earnings before accounting change
   and extraordinary item                     $ 80,178      $131,262
 Preferred stock dividends and accretion        (2,566)       (1,107)
                                               -------       -------
 Earnings available for common shares         $ 77,612      $130,155
                                               =======       =======
Denominator:
 Weighted average common shares
  outstanding                                  106,030        96,573
 Dilutive effect of employee stock plans         1,304         9,818
 Dilutive average common shares                -------       -------
  outstanding                                  107,334       106,391
                                               =======       =======
 Basic earnings before accounting change and
  extraordinary item per common share            $ .73         $1.35
                                               =======       =======
 Diluted earnings before accounting change and
  extraordinary item per common share            $ .72         $1.22
                                               =======       =======

        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             3,287          1,538
         Average option price per share      $21.19         $24.69

     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  26  weeks
     ended June 24, 2000 and June 26, 1999 was as follows:

                                              26 Weeks Ended
                                          ------------------------
                                           Restated      Restated
                                           June 24,      June 26,
                                             2000          1999
                                          ------------------------
         NET EARNINGS                       $62,712       $131,262
         Other comprehensive income:
          Foreign currency translation
           adjustments                       (1,056)         6,409
                                             ------        -------
         COMPREHENSIVE INCOME               $61,656       $124,853
                                             ======        =======

                            8

   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.

        The company, by virtue of its acquisition of CBFA, has  a
   restricted   stock  plan  for  which,  upon   termination   of
   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
   quarter and six months ended June 26, 1999:

                                    Restated        Restated
                                 13 Weeks Ended  26 Weeks Ended
                                    June 26,        June 26,
                                      1999            1999
                                 --------------  --------------
     Net sales:
      IBP, as previously
       reported                    $3,478,467      $6,576,119
      Intercompany sales to CBFA      (14,542)        (28,877)
                                    ---------       ---------
      Net IBP sales                 3,463,925       6,547,242
      CBFA                            152,187         280,044
                                    ---------       ---------
                                   $3,616,112      $6,827,286
                                    =========       =========
     Net earnings (loss):
      IBP                         $   63,711       $  130,028
      CBFA                             1,530            1,234
                                    ---------       ---------
                                  $   65,241       $  131,262
                                    =========       =========

                           9

   G.  LONG-TERM OBLIGATIONS:

       Long-term obligations are summarized as follows:

                                                             Restated
                                       June 24,            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                22,511               26,878
Other                                     16,336               13,847
                                        --------             --------
                                         713,847              802,986
Less amounts due within one year          54,226               13,125
                                        --------             --------
                                        $659,621             $789,861
                                        ========             ========

        On  January 31, 2000, the company issued $300 million  of
   7.95%  10-year  notes under its $550 million  Debt  Securities
   program   originally  registered  with  the   Securities   and
   Exchange  Commission  ("SEC") in 1996.  This  Debt  Securities
   program  was subsequently amended and filed with  the  SEC  on
   January  27,  2000.   The net proceeds,  issued  at  a  slight
   discount  to  par, were used to 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  outcome  of  any
   litigation  is  not predictable, or subject to  the  Company's
   control,  and  the impact on future financial results  is  not
   subject   to   reasonable  estimation   because   considerable
   uncertainty  exists  both as to such outcome  and  as  to  the
   future   financial  results,  management  believes  that   any
   liability  for which provision has not been made  relative  to
   the  various  lawsuits, claims and administrative  proceedings
   pending against IBP, including those described below,  is  not
   likely  to  have  a  material adverse  effect  on  its  future
   consolidated results, 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

                            10

   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 District Court  has
   set  a  schedule  for  the plaintiffs for  pleadings  if  they
   intend  to  seek to certify an amended class.  In  plaintiff's
   revised  expert reports filed after the 11th Circuit  decision
   reversing   the   class  certification  decision,   plaintiffs
   indicate they will seek up to $1 billion in damages on  behalf
   of  a  proposed  new 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
   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.

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

                          11

        In February 2000, several lawsuits were filed against IBP
   by  certain  shareholders in the United States District  Court
   for  the  District of Nebraska seeking to certify a  class  of
   all  persons  who purchased IBP stock between March  25,  1999
   and  January  12,  2000.  The complaints, seeking  unspecified
   damages, allege that IBP violated Sections 10(b) and 20(a)  of
   the   Securities  Exchange  Act  of  1934,  and   Rule   10b-5
   thereunder, and claims IBP issued materially false  statements
   about  the  company's  compliance with environmental  laws  in
   order  to  inflate  the company's stock price.   The  lawsuits
   have  been consolidated and the Court has appointed three lead
   plaintiffs.  The Court denied the motion for approval of  lead
   and liaison counsel, and has required plaintiffs to submit  an
   amended  motion  for appointment of lead counsel.   Once  lead
   counsel  has been appointed, an amended consolidated complaint
   with  respect  to  all  the actions will  be  filed,  and  the
   Company  will  respond at that time.  Management  believes  it
   has   accurately   reported  the  company's  compliance   with
   environmental  laws,  and the company  intends  to  vigorously
   contest these claims.

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


   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.

        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.

                         12

        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.

                               13




                                     13 Weeks Ended         26 Weeks Ended
                                  Restated   Restated    Restated   Restated
                                  June 24,   June 26,    June 24,   June, 26,
                                    2000       1999        2000       1999
NET SALES
---------
Sales to unaffiliated customers:
 Beef Carcass                  $  259,707 $  224,071   $  525,689 $  448,348
 Beef Processing                2,011,112  1,856,615    3,901,053  3,532,472
 Pork                             594,123    521,674    1,143,076    999,741
 Foodbrands America               791,073    567,238    1,481,028  1,003,442
 All Other                        483,752    446,514      918,105    843,283
                                ---------  ---------    ---------  ---------
                               $4,139,767 $3,616,112   $7,968,951 $6,827,286
                                =========  =========    =========  =========
Intersegment sales:
 Beef Carcass                  $2,014,087 $1,817,314   $3,959,263 $3,496,869
 Beef Processing                   58,189     63,649      131,907    125,824
 Pork                             129,086     76,020      249,486    142,023
 All Other                         97,167    106,397      216,008    219,810
 Intersegment elimination      (2,298,529)(2,063,380)  (4,556,664)(3,984,526)
                                ---------  ---------    ---------  ---------
                                     -          -            -          -
                                =========  =========    =========  =========
Net sales:
 Beef Carcass                  $2,273,794 $2,041,385  $4,484,952  $3,945,217
 Beef Processing                2,069,301  1,920,264   4,032,960   3,658,296
 Pork                             723,209    597,694   1,392,562   1,141,764
 Foodbrands America               791,073    567,238   1,481,028   1,003,442
 All Other                        580,919    552,911   1,134,113   1,063,093
 Intersegment elimination      (2,298,529)(2,063,380) (4,556,664) (3,984,526)
                                ---------  ---------   ---------   ---------
                               $4,139,767 $3,616,112  $7,968,951  $6,827,286
                                =========  =========   =========   =========

EARNINGS FROM OPERATIONS
------------------------
 Beef Carcass                  $   22,609 $   19,109  $   64,662  $   41,926
 Beef Processing                   45,080     46,884      58,399      60,042
 Pork                               3,674     25,411      29,872      72,584
 Foodbrands America                 2,111     36,175     (27,008)     56,849
 All Other                         26,946      2,560      49,455       6,637
                                ---------  ---------   ---------   ---------
  Earnings from Segments          100,420    130,139     175,380     238,038
 Corporate                         (3,385)    (5,409)     (3,828)      2,802
                                ---------  ---------   ---------   ---------
Total Earnings from Operations     97,035    124,730     171,552     240,840
 Net Interest Expense             (21,635)   (17,423)    (42,950)    (31,167)
                                ---------  ---------   ---------   ---------
 Pre-tax earnings              $   75,400 $  107,307  $  128,602   $ 209,673
                                =========  =========   =========   =========

NET SALES BY LOCATION
---------------------
 OF CUSTOMERS
 ------------
 United States                 $3,525,296 $3,092,949  $6,763,270  $5,823,161
 Japan                            242,541    207,711     483,345     409,146
 Canada                           154,186    140,159     283,152     248,362
 Korea                             68,011     47,228     142,774      89,809
 Mexico                            59,127     42,937     112,460      83,667
 Other foreign countries           90,606     85,128     183,950     173,141
                                ---------  ---------   ---------   ---------
                               $4,139,767 $3,616,112  $7,968,951  $6,827,286
                                =========  =========   =========   =========

                           14

   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
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 interim periods of 2000.

      The accompanying financial statements have been restated to
reflect $16,223 and $19,534 of pre-tax adjustments in the  three-
month   and  six-month  periods  ended  June  24,  2000,  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;  under accrual  of  liabilities  for
inventory  purchases, temporary labor costs,  marketing,  rebates
and  commissions; and an impairment loss of $5,763 for contingent
consideration that was paid and recorded as a purchase price
adjustment in second quarter 2000, based on incorrect 1999 fiscal
earnings.   These  adjustments  resulted  in  $8,399  and
$10,743  increases in previously reported cost of goods sold  for
the quarter and six months ended June 24, 2000, respectively, and
$7,824 and $8,791 increases in selling and general administrative
expenses  for  the quarter and six months ended  June  24,  2000,
respectively.    The  related  income  tax   benefit   of   these
adjustments of $6,200 in the second quarter and $7,400 on a year-
to-date  basis was also reflected in the statements  of  earnings
and  balance  sheets.  The impact of these adjustments  decreased
fully  diluted  earnings per share by $0.10 for the  quarter  and
$0.11  for  the six months ended June 24, 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.

                           15

      The  restatement records the period and cumulative  accrued
compensation  and  related deferred tax impact,  which  increased
compensation expense by $1,277 and $2,852 in the second  quarters
2000  and  1999, respectively, and decreased income tax  expenses
for  the  tax  benefit associated with the expense.   The  change
decreased  net  earnings by $1,174 and $2,532  and  earnings  per
diluted share by $0.01 and $0.02 in the second quarters 2000  and
1999, respectively.

      For  the  year-to-date periods ended June, the  restatement
decreased compensation expense by $1,581 and $7,593 in  2000  and
1999, respectively, and increased income tax expenses for the tax
benefit  associated with the expense.  The change  increased  net
earnings  by $1,421 and $6,887 and diluted earnings per share  by
$0.01  and  $0.06  in  the first six months  of  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  $879
and  $2,342 or $0.01 and $0.02 per diluted share for the  quarter
and six month periods ended June 24, 2000, respectively.


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  clearing  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:

                          16

<TABLE>
CONSOLIDATED BALANCE SHEET
JUNE 24, 2000
                                 As
                              Previously                  Stock       Revenue        As
                               Reported       DFG        Options    Recognition   Restated
                             -----------  -----------  -----------  -----------  -----------

<S>                         <C>          <C>          <C>          <C>           <C>
ASSETS
  CURRENT ASSETS:
    Accounts receivable     $    843,370 $     (5,166)$      -     $   (141,927) $   696,277
    Inventories                  749,403      (17,867)                  133,830      865,366
    Deferred income benefits
     and prepaid expenses         97,963          690        -              401       99,054
        TOTAL
         CURRENT ASSETS        1,733,151      (22,343)       -           (7,696)   1,703,112
  Goodwill                     1,058,486       (7,763)       -             -       1,050,723
  Other assets                   148,441        2,000        -             -         150,441
        TOTAL ASSETS        $  4,408,368 $    (28,106)$      -     $     (7,696) $ 4,372,566
                             ===========  ===========  ==========   ===========   ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES:
    Accounts payable             444,957          190        -             -         445,147
    Deferred income taxes
     and other
     current liabilities         483,726       (6,541)       -           (2,925)     474,260
        TOTAL
         CURRENT LIABILITIES   1,764,664       (6,351)       -           (2,925)   1,755,388
    Deferred income taxes
     and other
     non-current liabilities     168,914         -          5,577          -         174,491
        TOTAL LIABILITIES      2,593,199       (6,351)      5,577        (2,925)   2,589,500
  STOCKHOLDERS' EQUITY:
    Retained earnings          1,444,921      (21,755)     (5,577)       (4,771)   1,412,818
      TOTAL
       STOCKHOLDERS' EQUITY    1,786,632      (21,755)     (5,577)       (4,771)   1,754,529
      TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY  $ 4,408,368 $    (28,106)$      -     $     (7,696) $ 4,372,566
                              ==========  ===========  ===========  ===========   ==========
</TABLE>

                         17

<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
13 Weeks Ended June 24,2000
                                  As
                              Previously                  Stock       Revenue         As
                               Reported       DFG        Options    Recognition    Restated
                              ----------  -----------  -----------  -----------  -----------
<S>                          <C>         <C>          <C>          <C>          <C>
Net sales                    $ 4,165,530 $       -    $       -    $    (25,763)$  4,139,767
Cost of products sold          3,907,529        8,399         -         (24,265)   3,891,663
Gross profit                     258,001       (8,399)        -          (1,498)     248,104
Selling, general and
 administrative expense          142,048        7,824        1,277          (80)     151,069
EARNINGS FROM OPERATIONS         115,953      (16,223)      (1,277)      (1,418)      97,035
Earnings before income taxes      94,318      (16,223)      (1,277)      (1,418)      75,400
Income tax expense                35,800       (6,200)        (103)        (539)      28,958
NET EARNINGS                 $    58,518 $    (10,023)$     (1,174)$       (879)$     46,442
                              ==========  ===========  ===========  ===========  ===========

Earnings per common
share - Basic                $      0.55 $      (0.09)$      (0.01)$      (0.01)$       0.44
                              ==========  ===========  ===========  ===========  ===========
Earnings per common
share - Diluted              $      0.55 $      (0.10)$      (0.01)$      (0.01)$       0.43
                              ==========  ===========  ===========  ===========  ===========
</TABLE>
<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
26 Weeks Ended June 24, 2000
                                  As
                              Previously                  Stock       Revenue         As
                               Reported       DFG        Options    Recognition    Restated
                              ----------  -----------  -----------  -----------  -----------
<S>                          <C>         <C>          <C>          <C>          <C>
Net sales                    $ 8,047,567 $       -    $       -    $    (78,616)$  7,968,951
Cost of products sold          7,549,587       10,743         -         (74,795)   7,485,535
Gross profit                     497,980      (10,743)        -          (3,821)     483,416
Selling, general and
 administrative expense          273,398        8,791       (1,581)         (43)     280,565
  expense
EARNINGS FROM OPERATIONS         193,283      (19,534)       1,581       (3,778)     171,552
Earnings before income taxes,
 accounting change and
 extraordinary item              150,333      (19,534)       1,581       (3,778)     128,602
Income tax expense                57,100       (7,400)         160       (1,436)      48,424
Earnings before
 accounting change and
 extraordinary item               93,233      (12,134)       1,421       (2,342)      80,178
Cumulative   effect
 of change in
 accounting principle               -            -            -          (2,429)      (2,429)
                              ----------  -----------  -----------  -----------  -----------
NET EARNINGS                 $    78,196 $    (12,134)$      1,421 $     (4,771)$     62,712
                              ==========  ===========  ===========  ===========  ===========
Earnings per common share:
  Earnings before
   extraordinary item        $      0.85 $      (0.11)$       0.01 $      (0.02)$       0.73
  Cumulative effect of
   change in
   accounting principle              -            -            -          (0.02)       (0.02)
  Extraordinary item               (0.14)         -            -            -          (0.14)
                              ----------  -----------  -----------  -----------  -----------
  Net earnings               $      0.71 $      (0.11)$       0.01 $      (0.04)$       0.57
                              ==========  ===========  ===========  ===========  ===========

Earnings per common share -
 assuming dilution:
  Earnings before
   extraordinary item        $      0.84 $      (0.11)$       0.01 $      (0.02)$       0.72
  Cumulative effect of
   change in
   accounting principle              -            -            -          (0.02)       (0.02)
  Extraordinary item               (0.14)         -            -            -          (0.14)
                              ----------  -----------  -----------  -----------  -----------
  Net earnings               $      0.70 $      (0.11)$       0.01 $      (0.04)$       0.56
                              ==========  ===========  ===========  ===========  ===========
</TABLE>

                          18

<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
13 weeks ended June 26, 1999
                                  As
                              Previously                  Stock       Revenue         As
                               Reported       DFG        Options    Recognition    Restated
                              ----------  -----------  -----------  -----------  -----------
<S>                          <C>         <C>          <C>          <C>          <C>
Selling, general and
administrative expenses      $   102,555 $       -    $      2,852 $       -    $    105,407
Earnings from operations         127,582         -          (2,852)        -         124,730
Income taxes                      42,386         -            (320)        -          42,066
Net earnings                 $    67,773 $       -    $     (2,532)$       -    $     65,241
                              ==========  ===========  ===========  ===========  ===========

Earnings per share -
Basic                        $      0.70 $       -    $      (0.03)$       -    $       0.67
                              ==========  ===========  ===========  ===========  ===========

Earnings per share -
Diluted                      $      0.63 $       -    $      (0.02)$       -    $       0.61
                              ==========  ===========  ===========  ===========  ===========
</TABLE>
<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
26 weeks ended June 26, 1999
                                  As
                              Previously                  Stock       Revenue         As
                               Reported       DFG        Options    Recognition    Restated
                              ----------  -----------  -----------  -----------  -----------
<S>                          <C>         <C>          <C>          <C>          <C>
Selling, general and
administrative expenses      $   201,908 $       -    $     (7,593)$       -    $    194,315
Earnings from operations         233,247         -           7,593         -         240,840
Income taxes                      77,705         -             706         -          78,411
Net earnings                 $   124,375 $       -    $      6,887 $       -    $    131,262
                              ==========  ===========  ===========  ===========  ===========

Earnings per share -
Basic                       $      1.28 $       -    $       0.07 $       -    $       1.35
                              ==========  ===========  ===========  ===========  ===========

Earnings per share -
Diluted                     $      1.16 $       -    $       0.06 $       -    $       1.22
                              ==========  ===========  ===========  ===========  ===========
</TABLE>
<TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
26 Weeks Ended June 24, 2000
                                                              Reclass
                                   As                        Checks in
                               Previously        DFG         Process of           As
                                Reported       Impact         Clearance       Restated
                              -----------   -----------     -------------    ----------
<S>                           <C>           <C>               <C>            <C>
Net cash flows provided by
  operating activities        $    50,143   $       429       $   58,077     $  108,649
Net cash flows provided by
  financing activities        $   157,526   $       -         $  (58,077)    $   99,449
Net change in cash and
  cash equivalents            $      (879)  $       429       $     -        $     (450)


26 Weeks Ended June 26, 1999

Net cash flows used by
  operating activities        $   (46,177)  $       -         $   38,484     $   (7,693)
Net cash flows provided by
  financing activities        $   416,960   $       -         $  (38,484)    $  378,476

</TABLE>

                            19

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 (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,

                         20

   which is included in income for the six months ended June  24,
   2000.  The effect of the change on the quarter and six  months
   ended  June  24,  2000  was to decrease  earnings  before  the
   cumulative effect of the accounting change by $879  ($.01  per
   share)  and  $2,342  ($.02 per share), respectively.  The  pro
   forma  amounts  presented  in  the  earnings  statement   were
   calculated   assuming   the   accounting   change   was   made
   retroactively to prior periods.

         For  the  six  months ended June 24, 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  six  months  ended  was  to
   increase  net earnings by $2,429 (after reduction  for  income
   taxes of $1,489) during that period.

                             21

              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
   approximately  $9 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 interim  periods of 2000.

          The  accompanying  discussion  and  analysis  has  been
   revised  to reflect pre-tax adjustments, totaling $16,223  in
   the  second quarter and $19,534 for the six months ended  June
   24,   2000,   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; under accrual of
   liabilities for inventory purchases, temporary labor costs,
   marketing, rebates and commissions; and an impairment loss of
   $5,763 for contingent consideration that was paid and recorded
   as a purchase price adjustment in second quarter 2000, based on
   incorrect 1999 fiscal earnings.  These  adjustments,  which
   included  an  $8,399  and  a $10,743  increase  in  previously
   reported  cost  of goods sold for the quarter and  six  months
   ended  June  24, 2000, respectively, and a $7,824  and  $8,791
   increase  in  selling and general administrative expenses  for
   the  quarter and six months ended June 24, 2000, respectively,
   The related income  tax  benefit  of these  adjustments of
   $6,200 in the second quarter and  $7,400 on  a  year-to-date

                            22

   basis was also reflected in the statements of  earnings  and
   balance sheets.  The  impact of   these  adjustments  decreased
   basic  and  fully  diluted earnings per share by $0.09 for the
   quarter and $0.11 for  the six months ended June 24, 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 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 increased compensation expense by $1,277
   and   $2,852   in   the  second  quarters   2000   and   1999,
   respectively, and decreased income tax expenses  for  the  tax
   benefit  associated  with the expense.  The  change  decreased
   net  earnings  by $1,174 and $2,532 and diluted  earnings  per
   share  by  $0.01  and $0.02 in the second  quarters  2000  and
   1999, respectively.

         For the year-to-date periods ended June, the restatement
   decreased  compensation expense by $1,581 and $7,593  in  2000
   and  1999, respectively, and increased income tax expenses for
   the  tax  benefit  associated with the  expense.   The  change
   increased  net  earnings  by $1,421  and  $6,887  and  diluted
   earnings per share by $0.01 and $0.06 in the first six  months
   of 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  $879  and $2,342 or $0.01 and $0.02  per  diluted
   share  for  the  quarter and six months ended June  24,  2000,
   respectively.

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

                           23

   ACQUISITION

        On February 7, 2000, the company acquired Corporate Brand
   Foods  America, Inc. ("CBFA"), a privately held processor  and
   marketer  of  meat  and poultry products for  the  retail  and
   foodservice markets.  In the transaction, which was  accounted
   for  as a pooling of interests, IBP issued 14.4 million common
   shares  for all of the outstanding stock of CBFA.  The company
   also  assumed $344 million of CBFA's debt and preferred  stock
   obligations.   At  the  acquisition  date,  all  of  the  debt
   obligations  were  refinanced (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 and to transaction-related fees.


   RESULTS OF OPERATIONS

        Beef Carcass operating earnings increased to 1.0% of  net
   sales  in  the second quarter 2000 versus 0.9% in  the  second
   quarter  1999.   Through six months, operating earnings  as  a
   percentage of net sales in 2000 measured 1.4% versus  1.1%  in
   1999.

        Beef  Processing operating earnings decreased to 2.2%  of
   net  sales  in  the  second quarter 2000 versus  2.4%  in  the
   second  quarter 1999.  Through six months, operating  earnings
   as  a  percentage  of net sales in 2000 measured  1.4%  versus
   1.6% in 1999.  Both beef operating segments performed well  on
   strong demand and higher capacity utilization.

        Pork segment operating earnings decreased to 0.5% of  net
   sales  in  the second quarter 2000 versus 4.3% in  the  second
   quarter  1999.   Through six months, operating earnings  as  a
   percentage of net sales in 2000 measured 2.1% versus  6.4%  in
   1999.  Pork operating performance was hampered by higher  live
   hog costs and lower capacity utilization.

        In  the  Foodbrands America segment, second quarter  2000
   operating earnings decreased to 2.7% of net sales compared  to
   6.4%  in the second quarter 1999.  Year-to-date 2000 operating
   earnings,  before  the  DFG  issue, nonrecurring  and  unusual
   items,  measured 2.4% of net sales versus 5.7% in  1999.   The
   lower  2000  results reflected margin pressure from  increased
   raw  material costs, especially fresh pork.  Additionally, the
   IBP  Foods,  Inc. operation, consisting of former Thorn  Apple
   Valley,  Inc. facilities purchased in the third quarter  1999,
   lost  $7 million in the second quarter and $18 million in  the
   first  six months of 2000. The IBP Foods facilities have  been
   split  up  and  moved  to  other  divisions  of  the  company.
   However,  on  a  combined basis, the IBP Foods facilities  had
   progressively  smaller  operating  losses  in  2000  and   are
   projected to be profitable in the fourth quarter 2001.

        Foodbrands America's year-to-date 2000 operating earnings
   were  reduced  by  impact  of the DFG  issues  and  two  other
   unusual  items.  The most significant item was $31 million  in
   pre-tax,  nonrecurring CBFA merger-related  expense  described
   above.   The  second unusual item was an $11  million  pre-tax
   bad  debt  provision increase due to a significant  customer's
   bankruptcy.  This  customer's  bankruptcy  will  not  have   a
   material  negative  impact on the company's  net  sales.   The

                              24

   company had product sales of $342 million to this customer  in
   1999.   Excluding  the unusual items and the IBP  Foods,  Inc.
   loss,  the Foodbrands America segment earned $53 million  from
   operations  through June 2000 compared to $57 million  in  the
   first half of 1999.

         Operating earnings in the All Other segment increased to
   4.6%  of  net sales in the second quarter 2000 versus 0.5%  in
   the  second  quarter  1999.   Through  six  months,  operating
   earnings  as  a percentage of net sales in 2000 measured  4.4%
   versus  0.6%  in 1999.  The increased operating earnings  over
   the   prior   year  were  due  primarily  to  a  $17   million
   nonrecurring  pre-tax charge in the second  quarter  1999  for
   cow facility asset write-downs.


         The  latest  estimates  by livestock  industry  analysts
   predict  that beef production in 2000 will be slightly  higher
   than  1999 levels and higher than earlier expected.  Thus,  it
   appears  that live cattle supplies will be abundant  for  most
   of   this  year.   Meanwhile,  pork  production  in  2000   is
   forecasted  to be down 2% to 3% from the record production  in
   1999.

     COMPARATIVE SEGMENT RESULTS
       (in thousands)

                                  13 Weeks Ended        26 Weeks Ended
                               Restated   Restated    Restated   Restated
                               June 24,   June 26,    June 24,   June 26,
                                 2000       1999        2000       1999

  Net sales:
   Beef Carcass              $2,273,794  $2,041,385  $4,484,952  $3,945,217
   Beef Processing            2,069,301   1,920,264   4,032,960   3,658,296
   Pork                         723,209     597,694   1,392,562   1,141,764
   Foodbrands America           791,073     567,238   1,481,028   1,003,442
   All Other                    580,919     552,911   1,134,113   1,063,093
                              ---------   ---------   ---------   ---------
   Intersegment elimination  (2,298,529) (2,063,380) (4,556,664) (3,984,526)
                              ---------   ---------   ---------   ---------
                             $4,139,767  $3,616,112  $7,968,951  $6,827,286
                              =========   =========   =========   =========

  Earnings from operations:
   Before nonrecurring
    and unusual items:
    Beef Carcass             $   22,609  $   19,109  $   64,662  $   41,926
    Beef Processing              45,080      46,884      58,399      60,042
    Pork                          3,674      25,411      29,872      72,584
    Foodbrands America            2,111      36,175      14,826      56,849
    All Other                    26,946       2,560      49,455       6,637
                               --------    --------    --------    --------
    Earnings from segments      100,420     130,139     217,214     238,038
    Corporate                    (3,385)     (5,409)     (3,828)      2,802
                               --------    --------    --------    --------
    Total Earnings           $   97,035  $  124,730  $  213,386  $  240,840
                               ========    ========    ========    ========

   After nonrecurring
    and unusual items:
    Beef Carcass             $   22,609  $   19,109  $   64,662  $  41,926
    Beef Processing              45,080      46,884      58,399     60,042
    Pork                          3,674      25,411      29,872     72,584
    Foodbrands America            2,111      36,175     (27,008)    56,849
    All Other                    26,946       2,560      49,455      6,637
                               --------    --------    --------   --------
    Earnings from segments      100,420     130,139     173,380    238,038
    Corporate                    (3,385)     (5,409)     (3,828)     2,802
                               --------    --------    --------   --------
    Total Earnings           $   97,035 $   124,730  $  171,552 $  240,840
                               ========    ========    ========   ========

                           25

       SALES

        Beef  Carcass segment net sales increased 11% and 14%  in
   the  13-week  and  26-week periods ended June  2000  from  the
   comparable  prior year periods.  The increase in  the  13-week
   period was due to a 12% increase in average selling prices  of
   beef carcasses sold, offset by a slight decrease in pounds  of
   beef  carcasses sold.  The increase in the 26-week period  was
   due primarily to an 12% increase in average selling prices  of
   beef carcasses sold along with a 2% increase in the pounds  of
   beef carcasses sold.  Approximately 90% of  Beef Carcass sales
   are intersegment sales,  principally  to  the  Beef Processing
   segment operations.

        Beef Processing segment sales increased 8% and 10% in the
   13-week   and  26-week  periods  ended  June  2000  from   the
   comparable  prior year periods.  The increases in the  13-week
   period  primarily  due  to a 7% increase  in  average  selling
   prices of beef products along with a 1% increase in pounds  of
   beef  products sold.  The increases in the 26-week period were
   primarily  due to an 8% increase in average selling prices  of
   beef  products  along with a 2% increase  in  pounds  of  beef
   products sold.

              Pork segment net sales increased 21% and 22% in the
   13-week   and  26-week  periods  ended  June  2000  from   the
   comparable prior year periods.  The increases for the  13-week
   period  were  due  primarily  to a  26%  increase  in  average
   selling  prices  of  pork offset by a  5%  decrease  in  total
   pounds  of  pork products sold.  The increase for the  26-week
   period  was primarily due to a 22% increase in average selling
   prices.  Pounds of pork product sold remained relatively  flat
   for the 26-week period 2000 versus the same period in 1999.

        Foodbrands America's net sales for the second quarter  of
   2000  increased 39% over the second quarter of 1999, primarily
   due  to acquisitions in 1999 subsequent to the second quarter.
   The  1999  additions (IBP Foods and Wilton Foods in the  third
   quarter  and Wright Brand Foods, Inc. (by CBFA) in the  fourth
   quarter)  increased net sales by approximately  $141  million,
   or   25%,   for   the  quarter.  Excluding   the   effect   of
   acquisitions,  net  sales  for existing  operations  increased
   approximately  15%  due to higher sales volume  and  increased
   prices driven by higher raw material costs.

        Foodbrands  America's year-to-date  net  sales  for  2000
   increased 48% over 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 year to date net  sales  by
   approximately  $335 million, or 33%. Excluding the  effect  of
   acquisitions,  year to date net sales for existing  operations
   increased  approximately 14% due to higher  sales  volume  and
   increased prices driven by higher raw material costs.

         Net  sales in the All Other segment increased 5% and  7%
   in  the  13-week and 26-week periods ended June 2000 from  the
   comparable  prior  year  periods.   The  increases  were   due
   primarily  to  higher  average selling  prices  and  increased
   volumes  of  hides  sold  along with  higher  average  selling
   prices  and increased volumes of beef products sold  from  the
   company's Canadian beef complex.

                          26

         Net  export  sales increased 21% in the  second  quarter
   2000  from  the year earlier and 22% for the six months  ended
   June  2000 versus a year ago. While the volume of pounds  sold
   increased  3%  from the prior year in both the  quarterly  and
   six-month  comparison periods, improved  pricing  and  product
   mix  factors contributed most to the sales increases.  As  the
   Far  East economies have stabilized, 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  27%  on a year-to-date basis from the  prior  year.
   Sales into Mexico also improved 36% year-to-date through  June
   on  a volume increase of 26%.  Net export sales accounted  for
   12% of total net sales in the first six months of 2000 and  in
   1999.

       COST OF PRODUCTS SOLD

         In  the Beef Carcass segment, the cost of products  sold
   in   the  second  quarter  and  six  months  ended  June  2000
   increased  11%  and  13%  from the  comparable  1999  periods.
   Higher  live  cattle prices was the principal reason  for  the
   higher  2000 costs.  Plant costs in 2000 were relatively  flat
   in comparison to 1999.

         In  the  Beef Processing segment, the cost  of  products
   sold  in  the  second quarter and six months ended  June  2000
   increased  8%  and  10%  from  the  comparable  1999  periods.
   Higher raw  material  costs,  passed  through  from  the  Beef
   Carcass segment, due  to higher live  cattle  prices  was  the
   principal  reason  for the higher 2000 costs.   Plant costs in
   2000 were relatively flat in comparison to 1999.

         In  the Pork segment, the cost of products sold  in  the
   second  quarter and six months ended June 2000  increased  26%
   and  28%  from the comparable 1999 periods.  Higher  live  hog
   prices  were  the principal reason for the higher 2000  costs.
   Plant  costs  in  2000 were relatively flat in  comparison  to
   1999.

          Foodbrands  America's  second  quarter  2000  cost   of
   products  sold increased 47% from the second quarter 1999,  of
   which  27% is the result of acquisitions mentioned previously.
   Year-to-date cost of products sold in 2000 increased 56%  over
   1999,  of  which 38% is the result of acquisitions.  Excluding
   the   effect  of  acquisitions,  higher  costs  resulted  from
   increased  sales  volume  coupled  with  higher  raw  material
   costs.

        In the All Other segment, costs in the second quarter
  and six months ended June 2000 increased 1% and 3% from the
  comparable 1999 periods.  Higher raw material costs at the
  company's Canadian beef complex and hide operations, which
  are passed through from the Beef Carcass segment, were
  somewhat offset by lower volume-driven raw material costs
  and plant costs at the cow operations.  Cow operations plant
  costs were also reduced as a result of a $17 million
  nonrecurring pre-tax charge in the second quarter 1999 for
  cow facility asset write-downs.  The company exited the cow
  business in the first quarter of 2000.

        SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

         The Beef Carcass segment second quarter and year-to-date
   2000  expenses increased 24% and 20% over the comparable  1999

                           27

   periods.   Higher  personnel-related  expenses  and  computer-
   related expenses were major factors in the increase.

         The  Beef Processing segment second quarter and year-to-
   date  2000  expenses increased 11% and 12% over the comparable
   1999  periods.   Higher personnel-related expenses,  computer-
   related expenses and international selling expense were  major
   factors in the increase.

         Pork  segment  second  quarter  and  year-to-date  2000
   expense  increased  15%  and  12%  over  the  comparable  1999
   periods.   Higher personnel-related expenses, computer-related
   expenses and international selling expense were major  factors
   in the increase.

         In  the Foodbrands America segment, second quarter  2000
   expense  increased  68% over the second  quarter  1999,  while
   year-to-date  expenses in 2000 increased 81% over year-to-date
   expenses  in  1999.   Excluding the  effect  of  acquisitions,
   second  quarter  2000 expense increased 46%  and  year-to-date
   2000   expense   increased  54%  over  the   respective   1999
   comparable  periods.  Higher bad debt expense  ($11.2  million
   in  the  first  quarter)  related to  a  customer  bankruptcy,
   higher   volume-related   selling   expenses   and   increased
   personnel-related expenses were the principal reasons for  the
   increases.

        INTEREST EXPENSE

         The  38% increase in net interest expense in 2000 versus
   the  six  months ended June 1999 was due primarily  to  a  33%
   increase in average borrowings in 2000.


   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 six months  ended
   June  24,  2000. The effect of the change on the  quarter  and
   six  months ended June 24, 2000 was to decrease income  before
   the  cumulative effect of the accounting change by $879  ($.01
   per  share)  and  $2,342 ($0.02 per share), respectively.  The
   pro  forma  amounts  presented in the  income  statement  were
   calculated   assuming   the   accounting   change   was   made
   retroactively to prior periods.

         For  the  six  months ended June 24, 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  six  months  ended  was  to
   increase  income by $2,429 (after reduction for  income  taxes
   of $1,489) during that period.

                            28

   LIQUIDITY AND CAPITAL RESOURCES

         Total outstanding borrowings averaged $1,456 million  in
   the  first  six months of 2000 compared to $1,092  million  in
   the   comparable  1999  period.   The  higher   2000   average
   outstanding  borrowings  versus  1999  reflected  almost  $400
   million  of  cash  spent on acquisitions  in  the  last  three
   quarters   of   1999,  and  increased  capital   expenditures.
   Borrowings outstanding under committed and uncommitted  credit
   facilities  at June 24, 2000 totaled $782 million compared  to
   $623  million  (excluding  CBFA) at  December  25,  1999,  and
   available  unused  credit capacity under committed  facilities
   at June 24, 2000 was $255 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  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 on the 7.95% notes  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  and was replaced by a $100 million  short-term
   facility  maturing in December 2000, giving the  company  $900
   million in borrowing capacity under committed facilities.

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

         Year-to-date capital expenditures through June 24,  2000
   totaled  $182  million compared to $104 million in  the  first
   six  months of 1999.  Major projects included acquisitions  of
   forward warehousing and case-ready facilities, renovations  of
   the  Norfolk,  Nebraska, beef processing  plant,  and  various
   plant  and  distribution  facility expansions.   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.

                                 29

                   PART II.  OTHER INFORMATION


Item 5.  Other Information

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

                                             26 Weeks Ended
                                         ---------------------
                                         Restated     Restated
                                         June 24,     June 26,
                                           2000         1999
 Earnings before income taxes,           ---------------------
 cumulative
  effect of accounting change and
  extraordinary item                    $128,602     $209,673
 Total fixed charges                      57,437       42,282
 Capitalized interest                     (3,101)      (4,645)
 Earnings before fixed charges,          -------      -------
  income taxes and extraordinary
  item                                  $182,938     $247,310
                                         =======      =======
 Ratio of earnings to fixed charges          3.2          5.8
                                             ===          ===


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 June 24, 2000.


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                           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



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