SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549


                            FORM 10-Q


                  ____________________________


          [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the 39 weeks ended September 23, 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  November  1,  2000,  the registrant  had  outstanding
105,610,334 shares of its common stock ($.05 par value).








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

                                               September 23, December 25,
                                                   2000         1999
                                               ------------- ------------
ASSETS
------
  CURRENT ASSETS:
    Cash and cash equivalents                  $   35,193     $   33,294
     Accounts  receivable, less allowance for
       doubtful accounts of $23,079 and $17,797   795,422        853,234
    Inventories                                   721,451        619,977
    Deferred income tax benefits and
      prepaid expenses                             95,007         81,958
                                                ---------      ---------
        TOTAL CURRENT ASSETS                    1,647,073      1,588,463

  Property, plant and equipment
    less accumulated depreciation
    of $1,055,140 and $960,391                  1,551,062      1,362,765
  Goodwill, net of accumulated
    amortization of $212,771 and $189,395       1,046,571      1,054,839
  Other assets                                    150,541        145,225
                                                ---------      ---------
                                               $4,395,247     $4,151,292
                                                =========      =========
LIABILITIES, REDEEMABLE STOCK, AND
  STOCKHOLDERS' EQUITY
----------------------------------
  CURRENT LIABILITIES:
    Notes payable to banks                        746,348        542,060
    Accounts payable                              416,574        422,942
    Deferred income taxes and other
      current liabilities                         449,665        452,704
    Current portion of long-term debt              54,271         13,125
                                                ---------      ---------
        TOTAL CURRENT LIABILITIES               1,666,858      1,430,831

  Long-term debt and capital lease
    obligations                                   663,181        789,861
  Deferred income taxes and other
    liabilities                                   176,822        168,934
                                                ---------      ---------
        TOTAL LIABILITIES                       2,506,861      2,389,626

  REDEEMABLE STOCK                                   -            44,564
                                                ---------      ---------

  STOCKHOLDERS' EQUITY:
    Common stock at par value                       5,434          4,964
    Additional paid-in capital                    442,640        404,463
    Retained earnings                           1,521,694      1,375,590
    Accumulated other comprehensive income        (10,267)        (8,600)
    Treasury stock                                (71,115)       (59,315)
                                                ---------      ---------
      TOTAL STOCKHOLDERS' EQUITY                1,888,386      1,717,102
                                                ---------      ---------
                                               $4,395,247     $4,151,292
                                                =========      =========

See   accompanying  notes  to  condensed  consolidated  financial statements.

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

                                   13 Weeks Ended         39 Weeks Ended
                              ----------------------- -------------------------
                               Sept. 23,   Sept. 25,   Sept. 23,    Sept. 25,
                                  2000        1999        2000         1999
                              ----------- ----------- -----------  ------------
Net sales                      $4,154,262  $3,798,687  $12,201,829  $10,625,973
Cost of products sold           3,864,848   3,508,658   11,414,435    9,900,789
                                ---------   ---------   ----------   ----------
Gross profit                      289,414     290,029      787,394      725,184
Selling, general and
 administrative expense           141,760     116,088      415,158      317,996
Nonrecurring merger-related
 expense                             -           -          31,299         -
                                ---------   ---------   ----------   ----------
EARNINGS FROM OPERATIONS          147,654     173,941      340,937      407,188

Interest expense, net              21,121      17,543       64,071       48,710
                                ---------   ---------   ----------   ----------
Earnings before income
 taxes and extraordinary item     126,533     156,398      276,866      358,478

Income tax expense                 48,100      46,003      105,200      123,708
                                ---------   ---------   ----------   ----------
Earnings before extraordinary
 item                              78,433     110,395      171,666      234,770

Extraordinary loss on early
 extinguishment of debt, less
  applicable taxes                   -           -         (15,037)        -
                                ---------   ---------   ----------   ----------
NET EARNINGS                   $   78,433  $  110,395  $   156,629  $   234,770
                                =========   =========   ==========   ==========

Earnings per common share:
 Earnings before extraordinary
  item                              $ .74       $1.14        $1.60        $2.41
 Extraordinary item                   -           -           (.14)         -
                                     ----        ----         ----         ----
 Net earnings                       $ .74       $1.14        $1.46        $2.41
                                     ====        ====         ====         ====
Earnings per common share -
 assuming dilution:
 Earnings before extraordinary
  item                              $ .73       $1.03        $1.58        $2.19
 Extraordinary item                   -           -           (.14)         -
                                     ----        ----         ----         ----
 Net earnings                       $ .73       $1.03        $1.44        $2.19
                                     ====        ====         ====         ====

Dividends per share                 $.025       $.025        $.075        $.075
                                     ====        ====         ====         ====
Weighted average common shares
 Outstanding                      105,575      96,573      105,877       96,573
                                  =======     =======      =======      =======
Diluted EPS denominator           106,785     106,729      107,162      106,509
                                  =======     =======      =======      =======
Preferred stock dividends
 and accretion                   $   -       $    462     $  2,566     $  1,569
                                  =======     =======      =======      =======

See  accompanying  notes  to  condensed  consolidated  financial statements.

                   IBP, inc. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED
                    STATEMENTS OF CASH FLOWS
                         (In thousands)
                                                   39 Weeks Ended
                                              --------------------------
                                               Sept. 23,      Sept. 25,
                                                  2000           1999
                                              -----------    -----------
                                                   Inflows (outflows)

NET CASH FLOWS PROVIDED BY OPERATING
 ACTIVITIES                                    $  215,293     $   59,766
                                                ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                            (301,001)      (152,470)
 Purchases of marketable securities               (25,000)       (19,400)
 Proceeds from disposals of marketable
  securities                                       25,000         20,800
 Acquisitions, net of cash acquired               (15,934)      (394,599)
 Other investing activities, net                    2,247          6,895
                                                ---------      ---------
 Net cash flows used by
  investing activities                           (314,688)      (538,774)
                                                ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on long-term
  obligations                                    (484,912)        (9,860)
 Increase in short-term debt                      298,388        456,441
 Proceeds from issuance of long-term debt         300,063          3,020
 Net change in checks in process of
  clearance                                        36,807         39,725
 Redemption of preferred stock                    (28,512)          -
 Purchases of treasury stock                      (14,281)        (3,099)
 Other financing activities, net                   (6,270)        (7,983)
                                                ---------      ---------
  Net cash flows provided by
   financing activities                           101,283        478,244
                                                ---------      ---------
Effect of exchange rate on cash
 and cash equivalents                                  11           (217)
                                                ---------      ---------
Net change in cash and cash equivalents             1,899           (981)
Cash and cash equivalents at beginning
 of period                                         33,294         29,295
                                                ---------      ---------
Cash and cash equivalents at end of
 period                                        $   35,193     $   28,314
                                                =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the periods for:
  Interest, net of amounts capitalized         $   67,646     $   48,998
  Income taxes, net of refunds received           115,536        126,813

 Depreciation and amortization expense            106,766         89,975
 Amortization of intangible assets                 26,478         22,856

See   accompanying  notes  to  condensed  consolidated  financial statements.

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

   A.  GENERAL

       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
   and  condensed.   All  other condensed consolidated  financial
   statements contained herein have been prepared by IBP and  are
   unaudited.   The  condensed consolidated financial  statements
   should  be read in conjunction with the consolidated financial
   statements  and  the notes thereto included  in  IBP's  Annual
   Report  on Form 10-K for the year ended December 25, 1999,  as
   well  as  the  consolidated financial statements  included  in
   IBP's  8-K  filed  on  November  7,  2000,  restated  to  give
   retroactive  effect to the merger with Corporate  Brand  Foods
   America, Inc.

       On  February 7, 2000, the company completed a merger with
   Corporate  Brand Foods America, Inc. ("CBFA")  (see  Note  G).
   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 September 23, 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.  MERGER AGREEMENT

       On  October  1, 2000, DLJ Merchant Banking Partners  III,
   L.P.,  ("DLJMBP"),  a  private  equity  fund  affiliated  with
   Donaldson, Lufkin & Jenrette, Inc., reached an agreement  with
   the  IBP, inc. ("IBP") Board of Directors to acquire the stock
   of   IBP.   The  agreement  is  subject  to  shareholder   and
   regulatory  approvals.  If approved, IBP will be  merged  with
   Rawhide Acquisition Corporation ("Merger"), and each share  of
   IBP  common stock outstanding immediately prior to the  Merger
   will  be  converted into a right to receive  $22.25  in  cash.
   After  completion  of the Merger, DLJMBP and affiliated  funds
   will  be  the  majority  owner of IBP.  Other  investors  will
   include  Archer Daniels Midland Company, Inc. and certain  IBP
   management  employees,  among others.   The  company  filed  a
   Current Report on Form 8-K on October 2, 2000 with respect  to
   this proposed merger.

   C.  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.
   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.

   D.  INVENTORIES

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

                                     September 23, December 25,
                                         2000          1999
                                     ------------- ------------
          Product inventories:
           Raw materials               $ 75,548      $ 57,385
           Work in process               96,016        84,505
           Finished goods               307,810       243,495
                                        -------       -------
                                        479,374       385,385
          Livestock                     147,321       137,300
          Supplies                       94,756        97,292
                                        -------       -------
                                       $721,451      $619,977
                                        =======       =======

   E.  EARNINGS PER SHARE
                                                 13 Weeks Ended
                                              ----------------------
                                              Sept.23,   Sept. 25,
                                                2000       1999
                                              --------   ---------
     Numerator:
      Net earnings                            $ 78,433    $110,395
      Preferred stock dividends and accretion      -          (462)
                                               -------     -------
      Earnings available for common shares    $ 78,433    $109,933
                                               =======     =======

     Denominator:
      Weighted average common shares
       outstanding                             105,575      96,573
      Dilutive effect of employee stock plans    1,210      10,156
                                               -------     -------
      Diluted average common shares
       outstanding                             106,785     106,729
                                               =======     =======

      Basic earnings per common share            $ .74       $1.14
                                                  ====        ====
      Diluted earnings per common share          $ .73       $1.03
                                                  ====        ====


                                                 39 Weeks Ended
                                              Sept. 23,  Sept. 25,
                                                2000       1999
                                              --------   ---------
     Numerator:
      Earnings before extraordinary item      $171,666    $234,770
      Preferred stock dividends and accretion   (2,566)     (1,569)
                                               -------     -------
      Earnings available for common shares    $169,100    $233,201
                                               =======     =======

     Denominator:
      Weighted average common shares
       outstanding                             105,877      96,573
      Dilutive effect of employee stock plans    1,285       9,936
                                               -------     -------
      Diluted average common shares
       outstanding                             107,162     106,509
                                               =======     =======

      Basic earnings before extraordinary
       item per common share                     $1.60       $2.41
                                                  ====        ====
      Diluted earnings before extraordinary
       item per common share                     $1.58       $2.19
                                                  ====        ====

     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            3,291          937
         Average option price per share     $21.03       $25.55

     F. 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  39  weeks
     ended  September  23, 2000 and September  25,  1999  was  as
     follows:

                                              39 Weeks Ended
                                         -------------------------
                                          Sept. 23,     Sept. 25,
                                             2000          1999
                                         -----------   -----------

         NET EARNINGS                     $156,629      $234,770
         Other comprehensive income:
          Foreign currency translation
           adjustments                      (1,667)        5,927
                                           -------       -------
         COMPREHENSIVE INCOME             $154,962      $240,697
                                           =======       =======

   G.  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  H)  and  the
   preferred  stock  was  redeemed.  The companies  incurred  $31
   million   of  nonrecurring  merger-related  expenses,  related
   primarily  to a $21 million non-cash increase in the valuation
   of   CBFA's  restricted  redeemable  stock,  and  transaction-
   related fees.

       The  company, by virtue of its acquisition  of  CBFA,
   has  a  restricted stock plan.  During the third quarter 2000,
   the  participants of this plan voluntarily relinquished  their
   rights  to  put the stock back to the company.  Prior  to  the
   relinquishments,  the plan was accounted for  as  a  "variable
   plan"  in  accordance with APB Opinion #25 and  classified  as
   redeemable  stock  in  the accompanying  consolidated  balance
   sheet.  Following  the  relinquishments,  the  plan  became  a
   "fixed  plan"  and  the redeemable stock was  reclassified  to
   equity   and   deferred   compensation   liability   in    the
   accompanying balance sheet.


       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 nine months ended September 25, 1999:

                                   13 Weeks Ended   39 Weeks Ended
                                    September 25,    September 25,
                                        1999             1999
                                  ---------------- ----------------
         Net sales:
          IBP, as previously
           reported                  $3,648,390       $10,224,509
          Intercompany sales to CBFA    (16,076)          (44,953)
                                      ---------        ----------
          Net IBP sales               3,632,314        10,179,556
          CBFA                          166,373           446,417
                                      ---------        ----------
                                     $3,798,687       $10,625,973
                                      =========        ==========

         Net earnings:
          IBP                        $  108,606       $   231,747
          CBFA                            1,789             3,023
                                      ---------        ----------
                                     $  110,395       $   234,770
                                      =========        ==========


   H.  LONG-TERM OBLIGATIONS:

       Long-term obligations are summarized as follows:

                                         September 23,   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                  -            171,589
  Revolving credit facilities                 -            218,327
  Present value of minimum
   Capital lease obligations                21,838          26,878
  Other                                     20,614          11,192
                                           -------         -------
                                           717,452         802,986
  Less amounts due within one year          54,271          13,125
                                           -------         -------
                                          $663,181        $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 outstanding  borrowings
   under  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  which  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.

   I.   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
   market  power  and  alleged  "captive  supply"  agreements  to
   reduce  the  prices paid to producers for cattle.   Plaintiffs
   have  disclosed that, in addition to declaratory relief,  they
   seek  actual  and punitive damages.  The original  motion  for
   class   certification  was  denied  by  the  District   Court;
   plaintiffs  then  amended their motion,  defining  a  narrower
   class  consisting  of  only those cattle  producers  who  sold
   cattle  directly  to  IBP  from  1994  through  the  date   of
   certification.   The  District Court  approved  this  narrower
   class  in  April  1999.   The 11th Circuit  Court  of  Appeals
   reversed  the District Court decision to certify a  class,  on
   the  basis  that there were inherent conflicts  amongst  class
   members   preventing  the  named  plaintiffs  from   providing
   adequate  representation to the class.   The  plaintiffs  then
   filed  pleadings  seeking to certify an  amended  class.   The
   Court  denied  the  plaintiffs' motion on  October  17,  2000.
   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,  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").  The 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 allegedly  continue  into  the
   present.   IBP  believes  that  the  company  has  meritorious
   defenses   on  each  of  these  allegations  and  intends   to
   aggressively defend these claims.

        On May 19, 2000, IBP signed a Partial Consent Decree with
   the  EPA  that  makes  environmental  improvements  that  were
   already  underway  at  IBP's Dakota  City,  Nebraska  facility
   federally  enforceable.  Although this Partial Consent  Decree
   does  not  purport  to resolve all of the allegations  in  the
   Complaint, if EPA were to prevail in court on certain  of  its
   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.

        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  to
   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  and  has appointed lead and liaison  counsel.   An
   amended  consolidated  complaint  with  respect  to  all   the
   actions  was filed, and the company is preparing its response.
   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.

        In  October  2000, fourteen lawsuits were filed  against
   IBP by certain shareholders in Delaware, seeking to certify  a
   class   of   all   IBP  shareholders.   The  complaints   seek
   unspecified damages and seek to enjoin the company's  proposed
   acquisition of IBP's stock by DLJMBP.

   J.   BUSINESS SEGMENTS

        The  company  is managed and operated as  two  divisions,
   Fresh Meats and Foodbrands America, and, accordingly, has  two
   business  segments.   IBP's  Fresh  Meats  operation   relates
   principally  to  the  meat processing industry  and  primarily
   involves  cattle  and hog carcass production,  beef  and  pork
   fabrication  and related allied product processing activities.
   This   segment   markets  its  products  to  food   retailers,
   distributors, wholesalers, restaurant and hotel chains,  other
   food  processors and leather makers, as well as  manufacturers
   of  pharmaceuticals and animal feeds.  The Foodbrands  America
   segment  consists  of  several IBP  subsidiaries,  principally
   Foodbrands  America, Inc. ("Foodbrands"), The  Bruss  Company,
   IBP  Foods,  Inc.,  and  CBFA.  The Foodbrands  America  group
   produces,  markets  and distributes a variety  of  frozen  and
   refrigerated   products   to  the  "away   from   home"   food
   preparation  market, other food processors and to  the  retail
   grocery  market.  Products include pizza toppings and  crusts,
   value-added  beef  and pork-based products,  ethnic  specialty
   foods,  appetizers, soups, sauces and side dishes as  well  as
   deli  meats  and  processed beef, pork and  poultry  products.
   Foodbrands  America  also produces portion-controlled  premium
   beef   and   pork   products  for  sale  to  restaurants   and
   foodservice  customers in domestic and international  markets.
   The company operates principally in the United States.

        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.  Net  interest  expense
   and income taxes have been excluded from segment operations.

                             13 Weeks Ended         39 Weeks Ended
                        ----------------------  -----------------------
                         Sept. 23,   Sept. 25,   Sept. 23,   Sept. 25,
                           2000        1999         2000       1999
                        ----------- ----------- ----------- -----------
NET SALES
---------
Sales to unaffiliated
 customers:
 Fresh Meats            $3,337,906  $3,139,855  $ 9,904,186 $ 8,963,699
 Foodbrands America        816,356     658,832    2,297,643   1,662,274
                         ---------   ---------   ----------  ----------
                        $4,154,262  $3,798,687  $12,201,829 $10,625,973
                         =========   =========   ==========  ==========
Intersegment sales:
 Fresh Meats            $  150,588  $   70,504  $   437,486 $   251,226
 Intersegment elimination (150,588)    (70,504)    (437,486)   (251,226)
                         ---------   ---------   ----------  ----------
                              -           -            -           -
                         =========   =========   ==========  ==========

Net sales:
 Fresh Meats            $3,488,494  $3,210,359  $10,341,672 $ 9,214,925
 Foodbrands America        816,356     658,832    2,297,643   1,662,274
 Intersegment elimination (150,588)    (70,504)    (437,486)   (251,226)
                         ---------   ---------   ----------  ----------
                        $4,154,262  $3,798,687  $12,201,829 $10,625,973
                         =========   =========   ==========  ==========

EARNINGS FROM OPERATIONS
------------------------
 Fresh Meats            $  132,492  $  143,668   $  333,134 $   320,066
 Foodbrands America         15,162      30,273        7,803      87,122
                         ---------   ---------   ----------  ----------
 Total earnings from
  operations               147,654     173,941      340,937     407,188

 Net interest expense      (21,121)    (17,543)     (64,071)    (48,710)
                         ---------   ---------   ----------  ----------
 Pre-tax earnings       $  126,533  $  156,398  $   276,866 $   358,478
                         =========   =========   ==========  ==========


NET SALES BY LOCATION
 OF CUSTOMERS
---------------------
 United States          $3,528,448  $3,239,739  $10,358,440 $ 9,062,900
 Japan                     249,042     209,635      737,155     618,781
 Canada                    137,021     132,272      422,966     380,634
 Korea                      78,335      63,109      222,518     152,918
 Mexico                     64,194      52,698      177,763     136,365
 Other foreign countries    97,222     101,234      282,987     274,375
                         ---------   ---------   ----------  ----------
                        $4,154,262  $3,798,687  $12,201,829 $10,625,973
                         =========   =========   ==========  ==========


K.   INCOME TAXES

     During the third quarter 1999, the  company  reached  a  settlement
 with  the  Internal Revenue  Service ("IRS")  on all audit issues related
 to  tax years 1989 through 1991.  As a  result  of  that settlement,  the
 company reduced income taxes payable and   income  tax  expense  by   $14
 million, or $0.15 per diluted share.

     During the third quarter 2000, the company   filed  amended   tax
 returns  for the years 1992  through 1997, claiming additional deductions
 plus interest.  The IRS has challenged and continues to challenge certain
 tax credits claimed by the company on tax returns filed for fiscal years
 1992 to  date,  aggregating approximately $100 million. While the company
 believes it has a basis for claiming such credits, no benefit has been
 reflected  for  financial  reporting purposes given the uncertainty of
 ultimate sustainability. The outcome of this matter remains uncertain.


 L.  SUBSEQUENT EVENT

     In late October 2000, management discovered inaccuracies in a
 Foodbrands subsidiary's financial statements, resulting in a $9 million
 reduction in pre-tax earnings and inventories.  The third quarter 2000
 financial  statements included herein include this reduction from amounts
 previously reported in IBP's earnings press release on October 16, 2000.


              MANAGEMENT'S DISCUSSION AND ANALYSIS
              ------------------------------------

     This quarterly report on Form 10-Q contains forward-looking statements
 which 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.

 SUBSEQUENT EVENT
 ----------------

     In late October 2000, management discovered inaccuracies in a Foodbrands
 subsidiary's financial statements, resulting in a $9 million reduction in
 pre-tax earnings and inventories. The segment information and analysis included
 herein include this reduction from amounts previously reported in IBP's
 earnings press release on October 16, 2000.

 MERGER AGREEMENT
 ----------------

     On October 1, 2000, DLJ Merchant Banking Partners III, L.P., ("DLJMBP"),
 a private  equity  fund affiliated with Donaldson, Lufkin & Jenrette, Inc.,
 reached an agreement with the IBP, inc. ("IBP") Board of Directors to acquire
 the stock of IBP. The agreement is subject to shareholder and regulatory
 approvals.  If approved, IBP will be merged with Rawhide Acquisition Corpora-
 tion ("Merger"), and each share of IBP common stock outstanding immediately
 prior to the Merger will be converted into a right to receive $22.25 in cash.
 After completion of the Merger, DLJMBP and affiliated funds will be the majori-
 ty owner of IBP.  Other investors will include Archer Daniels Midland Company,
 Inc. and certain IBP management employees, among others.  The company filed a
 Current Report on Form  8-K on October 2, 2000 with respect to this proposed
 merger.

 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 nonrecur-
 ring merger-related expenses, related primarily to a non-cash increase in the
 valuation of CBFA's restricted redeemable stock and to transaction-related
 fees.


 RECENT ACCOUNTING DEVELOPMENTS
 ------------------------------
     In December 1999, the SEC staff released Staff Accounting Bulletin No. 101,
 "Revenue  Recognition in Financial Statements" ("SAB  101"). SAB 101 provides
 interpretive guidance on the recognition, presentation and disclosures of
 revenue in the financial statements effective for all transactions on or after
 January 1, 2000. The company does not believe that the adoption of SAB 101 in
 the fourth quarter 2000 will have a material affect on the Company's financial
 results.

 RESULTS OF OPERATIONS
 ---------------------
     Fresh Meats' operating earnings decreased to 4.0% of net sales in the third
 quarter 2000 versus 4.6% in the third quarter 1999.  Through nine months,
 operating earnings as a percentage of net sales in 2000 measured 3.4% versus
 3.8% in 1999, before  a  $17  million nonrecurring pre-tax charge in 1999 for
 cow facility asset write-downs.  Beef operations performed well on strong
 demand and higher capacity utilization.  However, pork division performance was
 hampered by higher live hog costs and lower capacity utilization.

     In the Foodbrands America segment, third quarter 2000 operating earnings
 decreased to 1.9% of net sales compared to 4.6% in the third quarter 1999.
 Year-to-date 2000 operating earnings, before nonrecurring and unusual items,
 measured 2.2% of net sales versus 5.2% 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 $4
 million in the third quarter and $22 million in the first nine months of 2000.

     Foodbrands America's year-to-date 2000 operating earnings were reduced by
 two 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 signifi-
 cant customer's  bankruptcy. Excluding the unusual items and the IBP Foods,
 Inc. losses, the Foodbrands America segment earned $72 million from operations
 through September 2000 compared to $90 million in the first three quarters of
 1999.

     The latest estimates by livestock industry analysts predict that beef
 production in 2000 will be slightly higher than in 1999 and will remain strong
 into the first half of 2001. However, analysts believe beef production for the
 full year 2001 will be down in the three-to-five percentage point range from
 2000.  Meanwhile, analysts anticipate pork production in 2000 to be down 1% to
 2% from the record production in 1999 and up approximately 2.5% in 2001.

     COMPARATIVE SEGMENT RESULTS
     ---------------------------
       (in thousands)

                             13 Weeks Ended         39 Weeks Ended
                         ---------------------- ----------------------
                          Sept. 23,  Sept. 25,   Sept. 23,  Sept. 25,
                            2000       1999        2000       1999
                          ---------  ---------   ---------  ---------
Net sales:
 Fresh Meats             $3,337,906 $3,139,855 $ 9,904,186 $ 8,963,699
 Foodbrands America         816,356    658,832   2,297,643   1,662,274
                          ---------  ---------  ----------  ----------
                         $4,154,262 $3,798,687 $12,201,829 $10,625,973
                          =========  =========  ==========  ==========

Earnings from operations:
 Before nonrecurring
  and unusual items:
  Fresh Meats            $  132,492 $  143,668 $   333,817 $   336,761
  Foodbrands America         15,162     30,273      49,637      87,122
                          ---------  ---------  ----------  ----------
                        $  147,654  $  173,941 $   383,454 $   423,883
                          =========  =========  ==========  ==========


 After nonrecurring
  and unusual items:
  Fresh Meats           $  132,492  $  143,668 $   333,134 $   320,066
  Foodbrands America        15,162      30,273       7,803      87,122
                          ---------  ---------  ----------  ----------
                        $  147,654  $  173,941 $   340,937 $   407,188
                          =========  =========  ==========  ==========


      SALES

      Fresh Meats' net sales increased 6% and 10% in the 13-week and
39-week periods ended September 2000 from the comparable prior year
periods.  The increases were due primarily to higher average selling
prices of beef and pork offset somewhat by decreases in total pounds
of beef and pork products sold.  The higher selling prices reflected
continued strong demand for red meat in the United States and
international markets, and to tightened available supplies of fresh
pork.

      Foodbrands America's net sales for the third quarter of 2000
increased 24% over the third quarter of 1999, primarily due to
acquisitions in the second half of 1999. These second half 1999
additions (IBP Foods, Inc. and Wilton Foods, Inc. during the third
quarter and Wright Brand Foods, Inc. (by CBFA) in the fourth quarter)
increased net sales by approximately $100 million, or 15%, for the
quarter. Excluding the effect of acquisitions, net sales for existing
operations increased approximately 9%, of which 7% is due to increased
prices driven by higher raw material costs and 2% is due to higher
sales volume.

      Foodbrands America's year-to-date net sales for 2000 increased
38% 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. in the fourth quarter) increased year-
to-date net sales by approximately $435 million, or 26%.  Excluding
the effect of acquisitions, year-to-date net sales for existing
operations increased approximately 12%, of which 8% is due to
increased prices driven by higher raw material costs and 4% is due
to volume.

      Net export sales increased 15% in the third quarter 2000 from
the year earlier and 19% for the nine months ended September 2000
versus a year ago. While the volume of pounds sold increased 10% in
the third quarter and 5% on a year-to-date basis from the prior
year, improved pricing and product mix factors contributed most to
the sales increases.  As the Far East economies have improved, the
product mix sold to the region has shifted to higher-value products.
Net sales into Asia, which accounted for 75% of total export
dollars, increased 23% on a year-to-date basis from the prior year.
Sales into Mexico also improved 30% year-to-date through September
on a volume increase of 23%.  Net export sales accounted for 12% of
total net sales in the first nine months of 2000 and 1999.

      COST OF PRODUCTS SOLD

      In the Fresh Meats segment, the cost of products sold in the
third quarter and nine months ended September 2000 increased 7% and
11% from the comparable 1999 periods.  Higher average live cattle
and hog prices were the principal reasons for the higher 2000 costs.
Plant costs increased 5% and 4% in the 2000 quarterly and year-to-
date comparison periods as higher labor costs and increased case-
ready production were mostly offset by cessation of cow processing
in 2000.

      Foodbrands America's third quarter 2000 cost of products sold
increased 27% from the third quarter 1999, of which 16% is the
result of acquisitions mentioned above.  Year-to-date cost of
products sold in 2000 increased 44% over 1999, 29% of which is the
result of acquisitions.  Excluding the effect of acquisitions, cost
of products sold for the third quarter increased 11%, 9% of which is
due to higher raw material costs and 2% resulted from increased
sales volume. Year-to-date cost of products sold before acquisitions
increased 14% over 1999, 10% of which is due to higher raw material
costs and 4% resulted from increased sales volume.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Fresh Meats' third quarter and year-to-date 2000 expenses
increased 8% and 10% over the comparable 1999 periods.  Higher
personnel-related expenses, computer-related expense and
international selling expense were major factors in the increases.

      In the Foodbrands America segment, third quarter 2000 expenses
increased 30% over the third quarter 1999, 12% of which is related
to acquisitions.  Year-to-date expenses in 2000 increased 58% over
year-to-date expenses in 1999, of which 22% is related to
acquisitions.  Higher bad debt expense ($11 million in the first
quarter) related to a customer bankruptcy and year-to-date merger-
related costs of $31 million accounted for an additional 21% of the
increase.  Higher volume-related selling expenses and increased
personnel-related expenses were the principal factors driving the
remaining 18% increase in the third quarter and the remaining 15%
increase year-to-date.

      INTEREST EXPENSE

      The 32% increase in net interest expense in 2000 versus the
nine months ended September 1999 was due primarily to a 24% increase
in average borrowings in 2000 but also to a higher average effective
interest rate.

      INCOME TAXES

      IBP's higher 2000 effective income tax rates in the third
quarter and year-to-date periods versus 1999 resulted from a third
quarter 1999 settlement with the Internal Revenue Service on all
audit issues related to fiscal years 1989 through 1991.  The
settlement decreased 1999 income tax expense by $14 million or $0.13
per diluted share.  Excluding the audit settlement impact, the 2000
effective tax rates were comparable to the 1999 rates.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      Total outstanding borrowings averaged $1,449 million in the
first nine months of 2000 compared to $1,165 million in the
comparable 1999 period.  The higher 2000 average outstanding
borrowings versus 1999 were the result of acquisitions (IBP Foods,
Wilton Foods and Wright Brand Foods all acquired in the second half
of 1999) and increased capital expenditures.  Borrowings outstanding
under committed and uncommitted credit facilities at September 23,
2000 totaled $746 million compared to $623 million (excluding CBFA)
at December 25, 1999, and available unused credit capacity under
committed facilities at September 23, 2000 was $187 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
borrowings under IBP's revolving credit facilities.  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 September 23, 2000
totaled $301 million compared to $152 million in the first nine
months of 1999.  Major projects included purchases of forward
warehousing and case-ready facilities, renovations of the Norfolk,
Nebraska, beef processing plant, and various plant and distribution
facility expansions.  Approximately 77% of the year-to-date 2000
spending was for revenue enhancement or cost-saving projects, while
the remainder went toward upgrades and replacements of existing
equipment and facilities.



                   PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

(a)  The annual meeting of stockholders of IBP, inc. was held on April
     20, 2000, in Dakota Dunes, South Dakota.

(c)  The following matters were voted upon at the annual meeting:

     (i)	The election of the members of the Board of Directors:

                   Richard L. Bond
                          Votes for:             80,528,104
                          Votes withheld:         1,113,531

                   John S. Chalsty
                          Votes for:             80,512,578
                          Votes withheld:         1,129,057

                   Dr. Wendy L. Gramm
                          Votes for:             80,507,404
                          Votes withheld:         1,134,231

                   John J. Jacobson, Jr.
                          Votes for:             80,528,621
                          Votes withheld:         1,113,014

                   Eugene D. Leman
                          Votes for:             80,532,361
                          Votes withheld:         1,109,274

                   Martin A. Massengale
                          Votes for:             80,510,630
                          Votes withheld          1,131,005

                   Robert L. Peterson
                          Votes for:             80,510,815
                          Votes withheld:         1,130,820

                   Michael L. Sanem
                          Votes for:             80,534,159
                          Votes withheld:         1,107,476

                   JoAnn R. Smith
                          Votes for:             80,512,265
                          Votes withheld:         1,129,370

(ii)	Approval of the performance-based bonus of the Chairman of
      the Board and Chief Executive Officer, the President and
      Chief Operating Officer, and the Chief Executive Officer of
      Foodbrands America, Inc.

	         For:        74,440,358
               Against:     6,962,816
               Abstain:       238,560



Item 5.  Other Information
--------------------------
     	In connection with its Medium-Term Notes program, the company
	hereby reports the following computations:

                                              39 Weeks Ended
                                         ------------------------
                                          Sept. 23,    Sept. 25,
                                             2000         1999
                                         -----------  -----------
        Earnings before income taxes
         and extraordinary item            $276,866      $358,478
        Total fixed charges                  86,164        66,648
        Capitalized interest                 (6,229)       (6,687)
                                            -------       -------
        Earnings before fixed charges,
         income taxes and extraordinary
         item                              $356,801      $418,439
                                            =======       =======
        Ratio of earnings to fixed charges      4.1           6.3
                                                ===           ===


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 September 23, 2000.


                           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)


    November 7, 2000                   /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