EXHIBIT 10.22

                             PROMISSORY NOTE
     
                                                      May 1, 1997
     
     U.S. $ 100,000,000                      Due:  April 30, 1998
     
     
          On April 30, 1998, for value received, IBP, inc., (the
     "Borrower"), unconditionally hereby promises to pay to the order of
     BANK OF AMERICA NATIONAL TRUST AND SAVINGS
     ASSOCIATION (the "Bank"), its assignees, transferees or any ultimate
     holder of this promissory note ("Note"), at 231 South LaSalle Street,
     Chicago, Illinois  60697, in immediately available funds, the principal
     amount of One Hundred Million Dollars (US $100,000,000) or, if less,
     the aggregate principal amount of all outstanding Advances made by
     the Bank from time to time together with accrued interest thereon at
     the rates and the times set forth in this Note.
     
          The Bank is authorized to endorse the amount and the date on
     which each Advance is made, the maturity and each payment of
     principal with respect thereto, on the schedule annexed hereto and
     made a part hereof, or continuations thereof which shall be attached
     hereto and made a party hereof; provided, that any failure to endorse
     such information on such schedule or continuation thereof shall not in
     any manner affect any obligation of the Borrower under this Note.
     
     1.   Interest; Amounts; Use of Proceeds.
     
          (a)  LIBOR Advance.  The principal amount of each LIBOR
     Advance under this Note shall bear interest from the date made until
     paid in full at a rate per annum (computed on the basis of a 360-day
     year and actual days elapsed) equal to the LIBOR Rate (hereinafter
     defined) plus sixteen and one-half basis points for the Interest Period
     (hereinafter defined) selected by the Borrower by giving the Bank
     telephonic notice (promptly confirmed in writing) no later than 10:30
     a.m. (Chicago time) three (3) Banking Days prior to the
     commencement of such Interest Period.
     
          (b)  Amounts.  Each Advance shall be in a minimum amount
     of $5,000,000 with additional increments of $1,000,000.  Each
     Advance may be repaid and reborrowed by the Borrower.  Upon the
     occurrence of an Event of Default under this Note, the unpaid
     principal amount of this Note shall bear interest until paid in full at a
     rate per annum equal to the Bank's Base Rate (hereinafter defined) in
     effect from time to time plus two percent (2%) and shall be payable
     on demand ("Default Rate").
     
          (c)  Use of Proceeds.  The Borrower shall use the proceeds of
     the Advances made under this Note for working capital, general
     corporate purposes and acquisitions; provided, however, that no
     Advance made hereunder shall be in contravention of any requirement
     of law, including, without limitation, Regulation U, or shall be used
     to finance a "hostile" acquisition.
     
     2.  Definitions.
     
          "Banking Day" is a day on which banks are open for business
     in California, Illinois and New York.
     
          "Base Rate" means the higher of (i) the Reference Rate (as
     hereinafter defined) and (ii) the Daily Federal Funds Rate (as
     hereinafter defined) plus one half percent (1/2%).  "Reference Rate"
     means the rate of interest publicly announced from time to time by
     Bank in Chicago, Illinois, as its reference rate; it is a rate set by Bank
     based upon various factors including Bank's costs and desired return,
     general economic conditions, and other factors, and is used as a
     reference point for pricing some loans, which may be priced at, above,
     or below the Reference Rate; and any change in the Reference Rate
     shall take effect at the opening of business on the day specified in the
     public announcement of such change.  "Daily Federal Funds Rate"
     means, for any period, a fluctuating interest rate per annum equal for
     each day during such period to the weighted average of the rates on
     overnight Federal funds transactions with members of the Federal
     Reserve System arranged by Federal funds brokers, as published for
     such day (or, if such day is not a day on which the Banks are open in
     New York, New York ("Domestic Banking Day"), for the next
     proceeding Domestic Banking Day) by the Federal Reserve Bank of
     New York, or, if such rate is not so published for any day which is a
     Domestic Banking Day, the average of the quotations for such day on
     such transactions received by Bank from three (3) Federal funds
     brokers of recognized standing selected by it.
     
          "Interest Period" is the period selected by the Borrower in
     connection with the selection by the Borrower of an interest rate based
     on LIBOR.  Such Interest Period must commence on a Banking Day
     and may be for a period of one, two, three or six months (or such
     other period mutually agreed upon by the Borrower and the Bank);
     provided, however, that no Interest Period shall extend beyond the
     Principal Payment Date.  In addition, payments of accrued interest on
     any Advance shall be paid on the ninetieth (90th) day of any Interest
     Period which extends beyond three months.  Subsequent Interest
     Periods, if any, shall commence on the last day of the preceding
     Interest Period or, if not immediately following another Interest
     Period, on the date advised to the Bank by the Borrower.  No Interest
     Period may end on a date occurring after April 30, 1998.
     
          "LIBOR Advance" means an Advance based on the LIBOR
     Rate.
     
          "LIBOR Rate" means, for any Interest Period, with respect to
     LIBOR Advance comprising part of the same borrowing, the rate of
     interest per annum (rounded upward to the next 1/16th of 1%)
     determined by the Bank as follows:
     
     LIBOR Rate =                  LIBOR                          
                   -----------------------------------------
                    1.00  -  Eurodollar Reserve Percentage
     
     Where,
     
          "Eurodollar Reserve Percentage" means for any day for any
     Interest Period the maximum reserve percentage (expressed as a
     decimal, rounded upward to the next 1/100th of 1%) in effect on such
     day (whether or not applicable to the Bank) under regulations issued
     from time to time by the Federal Reserve Board for determining the
     maximum reserve requirement (including any emergency, supplemental
     or other marginal reserve requirement) with respect to Eurocurrency
     funding (currently referred to as "Eurocurrency liabilities"); and
     
          "LIBOR" means the rate of interest per annum determined by
     the Bank to be the arithmetic mean (rounded upward to the next
     1/16th of 1%) of the rates of interest per annum notified to the Bank
     as the rate of interest at which dollar deposits in the approximate
     amount of the amount of the Advance to be made or continued as, or
     converted into, a LIBOR Advance and having a maturity compatible
     to such Interest Period would be offered to major banks in the London
     interbank market at their request at approximately 11:00 a.m. (London
     time) two Business Days prior to the commencement of such Interest
     Period.
     
          "Principal Payment Date" means April 30, 1998 and is the date
     that the principal amount of each Advance together with interest
     thereon shall be paid in full.  Any payment of principal or interest due
     on a day which is not a Banking Day shall be paid on the Banking
     Day immediately preceding the day when due.
     
     3.   Prepayment.
     
          LIBOR Advances may be prepaid at any time provided that the
     Borrower notifies the Bank of the prepayment no later than 10:30 a.m.
     three Banking Days before the proposed prepayment.  All prepayments
     must be in the minimum principal amount of $5,000,000 with
     additional increments of $1,000,000.  Such prepayments shall include
     accrued interest and any breakage costs as set forth in Section 4.  Any
     amount which is not paid hereunder when due shall bear interest at the
     Default Rate until paid in full.
     
     4.   Increased Costs Associated with LIBOR.
     
          Borrower shall reimburse Bank, upon demand, for the cost of
     all reserves applied or allocated by Bank during the periods Borrower
     selects an interest rate based on LIBOR.  If any amount of principal
     of a LIBOR Advance is not converted on the last day of the relevant
     Interest Period, Bank shall, at its option, convert such borrowing into
     a Base Rate borrowing.  In addition, Borrower shall reimburse Bank
     for any loss, cost or expense in liquidating or employing deposits as
     the result of the Borrower prepaying or converting an Advance on
     other than the last day of an Interest Period.  Further, Borrower shall
     reimburse Bank, upon demand, for costs incurred, losses suffered or
     payments made by Bank by reason of any present or future reserve,
     deposit or similar requirement (including, without limitation,
     Regulation D of the Board of Governors of the Federal Reserve
     System) imposed on the Bank or its assets or liabilities by any
     regulatory authority in connection with any LIBOR Advance and in
     determining such amount, Bank shall use any reasonable averaging
     and attribution methods.
     
          Borrower agrees to make all payments hereunder free and clear
     of any deductions and agrees to pay any present or future taxes or
     charges due with respect to such payments which may be imposed by
     any governmental authority, except net income taxes of Bank imposed
     by any jurisdiction.
     
          Bank shall have no obligation to offer an interest rate based on
     LIBOR if either of the following described events has occurred and is
     continuing:
     
          (a)  Dollar deposits in the principal amount and for periods
     equal to the Interest Periods selected by Borrower in connection with
     a LIBOR-based interest rate are not available in the offshore dollar
     interbank markets;
     
          (b)  LIBOR does not accurately reflect the cost of carrying the
     loan.
     
     5.   Facility Fees.
     
          The Borrower shall pay the Bank a facility fee of 6 basis points
     per annum and calculated on the maximum principal amount of this
     Note on a 360 day basis.  Such fee shall be payable quarterly in
     arrears, commencing on June 30, 1997 and on the last day of each
     September, December and March occurring thereafter and on the
     Principal Payment Date.
     
     6.   Credit Agreement.
     
          The Borrower agrees that Sections 8, 9, 10, 11, 12, 13, 18.8,
     18.12, 18.15, and 19 of that certain Amended and Restated Multi-Year
     Credit Agreement made between the Borrower, the Bank, as Co-
     Agent, and First Bank National Association, as Administrative Agent,
     and various other banks signatory thereto dated as of December 20,
     1995 and as amended from time to time ("Credit Agreement") in effect
     on the date hereof are hereby incorporated into this Note by reference
     as though such Sections were specifically set forth herein and the
     representations and warranties of the Credit Agreement were made
     with respect to this Note on the date hereof.  For the purposes of this
     Section, the references in the Credit Agreement incorporated herein to
     Notes, Advances, Loans or borrowings shall be read as if they referred
     to this Note and the loan made hereunder.  Any provision providing
     for action by, or delivery or notice to, the "Administrative Agent,"
     "Co-Agent," "Majority Banks", or "Banks", as the case may be, shall
     be read as if it requires action only by the Bank or delivery or notice
     to the Bank.  Any amendment or modification to the Credit Agreement
     shall also be incorporated by reference herein provided the Bank, or
     an authorized affiliate, expressly agrees to such modification or
     amendment.
     
     7.   No Amendments.
     
          The Borrower represents and warrants that since April 30, 1997
     there have been no amendments to the Credit Agreement and agrees
     that the provisions of the Credit Agreement in effect as of the date
     hereof shall continue unchanged and in full force and effect with
     respect to this Note, notwithstanding the payment of all of the
     indebtedness under the Credit Agreement and the notes issued
     thereunder, or any amendment thereto or waiver given by any person
     of any provisions thereof.
     
     8.   Events of Default.
     
          The occurrence of any of the following events shall terminate
     any obligation of Bank to make disbursements under this Note and at
     the option of Bank shall make all sums of interest and principal
     hereunder immediately due and payable without notice of default,
     presentment or demand for payment, protest or notice of nonpayment
     or dishonor or other notices or demands of any kind or character:
     
          (a)  Default in the payment when due of any sum outstanding
     under this Note; or
          
          (b)  The occurrence of an Event of Default as defined in the
     Credit Agreement.
     
     9.  Conditions Precedent.
     
          Borrower shall deliver to Bank (a) no later than 30 days after
     the date of this Note, a copy of a corporate resolution of Borrower in
     form and substance satisfactory to Bank ratifying  and authorizing the
     borrowings provided for herein, certified as of the date hereof as being
     in full force and effect by the Secretary or Assistant Secretary of
     Borrower and (b) a certificate of incumbency showing the original
     signatures of those persons authorized to execute and deliver this Note. 
     As of the date hereof, the Borrower reaffirms the representations and
     warranties to the Bank contained in Section 8 of the Credit Agreement
     and incorporated by reference herein.
     
     10.   Notices.
     
          All notices and communications pursuant to this Note shall be
     given as follows:
     
          (a)  If to Borrower, such communications shall be delivered
     or mailed to:
     
               IBP, inc.
               Department 152 - A
               P. O. Box 515
               Dakota City, Nebraska  68731
     
               Attention:  Treasury Services
     
          (b)  If to Bank, at:
     
               Bank of America National Trust
                   and Savings Association
               231 South LaSalle Street
               Chicago, Illinois  60697
     
               Attention:  G. Buron Queen, Managing Director
     
     11.   Law.
     
          This Note shall be construed pursuant to the laws of the State
     of Illinois, and Borrower hereby submits to the jurisdiction of the
     courts, federal and state, sitting in Illinois for all purposes connected
     with interpretation or enforcement of this Note.
     
     12.   Assignments.
     
          The provisions of this Note shall be binding and inure to the
     benefit of the parties hereto and their respective successors and
     assigns, except that the Borrower may not assign or transfer any of its
     rights or obligations under this Note without the prior written consent
     of the Bank.  The Bank may, with the written consent of the Borrower
     at all times other than during the existence of an Event of Default
     (which consent shall not be unreasonably withheld), assign all, or any
     ratable part of all, of the Advances and the other rights and obligations
     of the Bank hereunder.
     
     13.   Waiver; Expenses.
     
          The failure of Bank to exercise any of its rights hereunder in
     any instance shall not constitute a waiver thereof in that or any other
     instance.  Borrower agrees to pay reasonable attorneys' fees and
     allocated costs of Bank's staff counsel and all out-of-pocket costs and
     expenses incurred in the enforcement of this Note.  If Bank exercises
     its right to accelerate payment of this Note in accordance with the
     provisions hereof, Borrower shall, in addition to all other sums due
     Bank, pay to Bank, on demand therefore, such amount as determined
     by Bank as will compensate Bank for the amount by which the rate of
     interest on the loan based on LIBOR prior to such acceleration
     exceeds the rate of return to Bank on relending or reinvesting to the
     original maturity date hereof the funds to be repaid to Bank in
     connection with the acceleration of this Note.
     
     
                                        IBP, inc.
               
     
                                        By:   /s/ John N. Borgh  
                                              --------------------
                                               John N. Borgh                    
                                        Title: V.P. & Treasurer