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 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).





                                   -1-


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

                                              Restated     Restated
                                             September     December
                                                23,          25,
                                               2000         1999
ASSETS                                     ------------  ------------
------
  CURRENT ASSETS:
    Cash and cash equivalents               $   35,193    $   32,865
    Accounts receivable, less allowance for
       doubtful  accounts  of  $23,079  and    672,370       849,679
       $21,352
    Inventories                                815,837       615,192
    Deferred income tax benefits and
      prepaid expenses                          94,686        82,992
                                             ---------     ---------
        TOTAL CURRENT ASSETS                 1,618,086     1,580,728

  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    1,038,808     1,054,839
  Other assets                                 152,541       145,225
                                             ---------     ---------
                                            $4,360,497    $4,143,557
                                             =========     =========
LIABILITIES, REDEEMABLE STOCK, AND
  STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Notes payable to banks                     746,348       542,060
    Accounts payable                           416,874       421,564
    Deferred income taxes and other
      current liabilities                      439,153       455,968
    Current portion of long-term debt           54,271        13,125
                                             ---------     ---------
        TOTAL CURRENT LIABILITIES            1,656,646     1,432,717

  Long-term debt and capital lease
    Obligations                                663,181       789,861
  Deferred income taxes and other
    Liabilities                                184,092       175,932
                                             ---------     ---------
        TOTAL LIABILITIES                    2,503,919     2,398,510
                                             ---------     ---------

  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                        1,489,886     1,358,971
    Accumulated other comprehensive income     (10,267)       (8,600)
    Treasury stock                             (71,115)      (59,315)
                                             ---------     ---------
      TOTAL STOCKHOLDERS' EQUITY             1,856,578     1,700,483
                                             ---------     ---------
                                            $4,360,497    $4,143,557
                                             =========     =========
See   accompanying  notes  to  condensed  consolidated  financial
statements.

                                     2

                   IBP, inc. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)
                                   13 Weeks Ended         39 Weeks Ended
                              -----------------------  -----------------------
                                Restated    Restated    Restated     Restated
                                Sept. 23,  Sept. 25,    Sept. 23,   Sept. 25,
                                  2000        1999        2000         1999
                              ----------- -----------  ----------- -----------
Net sales                      $4,177,445  $3,798,687  $12,146,396 $10,625,973
Cost of products sold           3,886,678   3,508,658   11,372,213   9,900,789
                                ---------   ---------   ----------  ----------
Gross profit                      290,767     290,029      774,183     725,184
Selling, general and
 administrative expense           141,822     116,551      422,387     310,866
Nonrecurring merger-related
 expense                             -           -          31,299        -
                                ---------   ---------   ----------  ----------
EARNINGS FROM OPERATIONS          148,945     173,478      320,497     414,318
Interest expense, net              21,121      17,543       64,071      48,710
                                ---------   ---------   ----------  ----------
Earnings before income taxes,
 accounting change and
 extraordinary item               127,824     155,935      256,426     365,608
Income tax expense                 49,096      45,918       97,520     124,329
                                ---------   ---------   ----------  ----------
Earnings before accounting change
 and extraordinary item            78,728     110,017      158,906     241,279

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

Extraordinary loss on early
 extinguishment of debt, less
  applicable taxes                   -           -         (15,037)       -
                                ---------   ---------   ----------  ----------
NET EARNINGS                   $   78,728  $  110,017  $   141,440  $  241,279
                                =========   =========   ==========   =========
Earnings per common share:
 Earnings before cumulative
   effect of accounting change
   and extraordinary item           $ .75       $1.13        $1.47       $2.48
   Cumulative effect of
   accounting change                   -           -          (.02)         -
 Extraordinary item                    -           -          (.14)         -
                                     ----        ----         ----        ----
 Net earnings                       $ .75       $1.13        $1.31       $2.48
                                     ====        ====         ====        ====
Earnings per common share -
 assuming dilution:
 Earnings before cumulative
   effect of accounting change
   and extraordinary item           $ .74       $1.03        $1.46       $2.25
 Cumulative effect of change in
   accounting principle                -           -          (.02)         -
 Extraordinary item                    -           -          (.14)         -
                                     ----        ----         ----        ----
 Net earnings                       $ .74       $1.03        $1.30       $2.25
                                     ====        ====         ====        ====

                          3
                                           IBP, inc. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                                  (continued)
                                    (In thousands, except per share data)
                                   13 Weeks Ended         39 Weeks Ended
                              -----------------------  -----------------------
                                Restated    Restated    Restated     Restated
                                Sept. 23,  Sept. 25,    Sept. 23,   Sept. 25,
                                  2000        1999        2000         1999
                              ----------- -----------  ----------- -----------
 Pro forma amounts assumed the
  accounting change is applied
  retroactively:

Earnings before extraordinary  $   78,728  $  109,891  $   158,906  $  239,413
                                =========   =========   ==========   =========
 Net earnings                  $   78,728  $  109,891  $   143,869  $  239,413
                                =========   =========   ==========   =========
Earnings per common share:
Earnings before extraordinary item  $ .75       $1.13        $1.47       $2.46
                                     ====        ====         ====        ====
Net earnings                        $ .75       $1.13        $1.47       $2.46
                                     ====        ====         ====        ====
Net earnings per common share -
 assuming dilution:
Earnings before extraordinary item  $ .74       $1.03        $1.46       $2.23
                                     ====        ====         ====        ====
Net earnings                        $ .74       $1.03        $1.32       $2.23


See   accompanying  notes  to  condensed  consolidated  financial
statements.

                          4

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

NET CASH FLOWS PROVIDED BY OPERATING
 ACTIVITIES                                    $  252,529        $   99,491
                                                ---------         ---------

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
 Investments in equity ventures                   (11,908)             -
 Increase in noncurrent receivables                (7,763)             -
 Acquisitions, net of cash acquired                 4,069          (394,599)
 Proceeds from sale of fixed assets                 1,459             3,565
 Insurance proceeds                                  -                3,010
 Other investing cash inflows                         456               320
                                                ---------         ---------
 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
 Redemption of preferred stock                    (28,512)             -
 Purchases of treasury stock                      (14,281)           (3,099)
 Dividends paid                                    (7,626)           (6,922)
 Exercise of stock options                          1,356              (624)
 Other financing cash outflows                       -                 (437)
                                                ---------         ---------
  Net cash flows provided by
   financing activities                        $   64,476        $  438,519
                                                ---------         ---------
Effect of exchange rate on cash
 and cash equivalents                                  11              (217)
                                                ---------         ---------
Net change in cash and cash equivalents             2,328              (981)
Cash and cash equivalents at beginning
 of period                                         32,865            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.

                           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  ("SAB")  No.  101, the  application
   of variable  plan  accounting  for certain  stock options, and
   expanded disclosures related to segment information, acquisitions,
   long-term debt and capital lease obligations, contingencies,
   redeemable stock and capital stock.  See Notes J, M and N 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,  as
   well  as  the  consolidated financial statements  restated  to
   give  retroactive  effect to the merger with  Corporate  Brand
   Foods America, Inc. included in IBP's 8-K (as amended).

         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.

                           6

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

   D.   INVENTORIES

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

                                     Restated       Restated
                                     September      December
                                        23,            25,
                                       2000           1999
                                   -----------     -----------
          Product inventories:
           Raw materials             $ 75,548         $ 57,385
           Work in process             96,016           84,505
           Finished goods             402,196          238,710
                                      -------          -------
                                      573,760          380,600
          Livestock                   147,321          137,300
          Supplies                     94,756           97,292
                                      -------          -------
                                     $815,837         $615,192
                                      =======          =======

                           7

   E.  EARNINGS PER SHARE
                                                   13 Weeks Ended
                                              -----------------------
                                               Restated     Restated
                                                Sept.23,    Sept. 25,
                                                  2000         1999
     Numerator:                                ----------  -----------
      Net earnings                              $ 78,728     $110,017
      Preferred stock dividends and accretion       -            (462)
                                                 -------      -------
      Earnings available for common shares      $ 78,728     $109,555

     Denominator:
      Weighted average common shares
       Outstanding                               105,575       96,573
      Dilutive effect of employee stock plans      1,139       10,143
                                                 -------      -------
      Diluted average common shares
       Outstanding                               106,714      106,716
                                                 =======      =======
      Basic earnings per common share              $ .75        $1.13
                                                    ====         ====
      Diluted earnings per common share            $ .74        $1.03
                                                    ====         ====

                                                    39 Weeks Ended
                                              --------------------------
                                                 Restated      Restated
                                                 Sept. 23,    Sept. 25,
                                                   2000          1999
     Numerator:                               ------------  ------------
      Earnings before accounting change
       and extraordinary item                   $158,906     $241,279
        Preferred stock dividends and accretion   (2,566)      (1,569)
                                                 -------      -------
      Earnings available for common shares      $156,340     $239,710

     Denominator:
      Weighted average common shares
       Outstanding                               105,877       96,573
      Dilutive effect of employee stock plans      1,250        9,926
                                                 -------      -------
      Diluted average common shares
       Outstanding                               107,127      106,499
                                                 =======      =======
      Basic earnings before extraordinary
       item per common share                       $1.47        $2.48
                                                    ====         ====
      Diluted earnings before extraordinary
       item per common share                       $1.46        $2.25
                                                    ====         ====

    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

                             8

     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
                                         -------------------------
                                           Restated      Restated
                                          Sept. 23,     Sept. 25,
                                             2000          1999
                                          -----------  -----------
         NET EARNINGS                      $141,440       $241,279
         Other comprehensive income:
          Foreign currency translation
           Adjustments                       (1,667)         5,927
                                            -------        -------
         COMPREHENSIVE INCOME              $139,773       $247,206
                                            =======        =======

   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:

                           9

                                       Restated       Restated
                                       13 Weeks       39 Weeks
                                         Ended         Ended
                                     September 25, September 25,
                                         1999          1999
                                    -------------- -------------
         Net sales:
          IBP, as previously
           reported                   $3,648,390     $10,224,509
          Intercompany sales to          (16,076)        (44,953)
                                       ---------      ----------
         CBFA
          Net IBP sales                3,632,314      10,179,556
          CBFA                           166,373         446,417
                                       ---------      ----------
                                      $3,798,687     $10,625,973
                                       =========      ==========
         Net earnings:
          IBP                         $  108,228     $   238,256
          CBFA                             1,789           3,023
                                       ---------      ----------
                                      $  110,017     $   241,279
                                       =========      ==========

   H.  LONG-TERM OBLIGATIONS:

       Long-term obligations are summarized as follows:

                                                           Restated
                                         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                  -             168,934
  Revolving credit facilities                 -             218,327
  Present value of minimum
   Capital lease obligations                21,838           26,878
  Other                                     20,614           13,847
                                           -------          -------
                                           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  that  were  at more favorable  terms.   Prepayment
   premiums,  accelerated  amortization of  unamortized  deferred
   financing   costs,  and  transaction  expenses   totaled   $22

                             10

   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  ("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,

                          11

   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  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
   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  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

        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

                          12

   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.

        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, its hide  curing  and
   tanning operations, and its newly formed Fresh Meats Case Ready
   division.

         Corporate   and   other  includes  various   unallocated
   corporate  items  not attributable to the company's  operating
   segments.  The principal itemschief component in this  caption
   areis  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         39 Weeks Ended
                            ---------------------   ---------------------
                             Restated   Restated    Restated    Restated
                             Sept. 23,  Sept. 25,   Sept. 23,    Sept. 25,
                               2000       1999        2000        1999
NET SALES                   ----------  ---------   ---------   ---------
Sales to unaffiliated
 customers:
 Beef Carcass                $273,705   $234,395     $799,394    $682,743
 Beef Processing            2,031,356  1,946,458    5,932,409   5,478,930
 Pork                         554,030    566,838    1,697,106   1,566,579
 Foodbrands America           816,091    658,832    2,297,119   1,662,274
 All Other                    502,263    392,164    1,420,368   1,235,447
                            ---------  ---------    ---------   ---------
                           $4,177,445 $3,798,687  $12,146,396 $10,625,973
                            =========  =========   ==========  ==========
Intersegment sales:
 Beef Carcass              $2,002,118 $1,895,899  $5,961,381   $5,392,768
 Beef Processing               19,129     68,148     151,036      193,972
 Pork                         127,624     94,288     377,110      236,311
 All Other                    125,048    116,658     341,056      336,468
 Intersegment elimination  (2,273,919)(2,174,993) (6,830,583)  (6,159,519)
                            ---------  ---------   ---------    ---------
                           $     -    $     -     $     -      $     -
                            =========  =========   =========    =========

Net sales:
 Beef Carcass              $2,275,823 $2,130,294  $6,760,775   $6,075,511
 Beef Processing            2,050,485  2,014,606   6,083,445    5,672,902
 Pork                         681,654    661,126   2,074,216    1,802,890
 Foodbrands America           816,091    658,832   2,297,119    1,662,274
 All Other                    627,311    508,822   1,761,424    1,571,915
 Intersegment elimination  (2,273,919)(2,174,993) (6,830,583)  (6,159,519)
                            ---------  ---------   ---------    ---------
                           $4,177,445 $3,798,687 $12,146,396  $10,625,973
                            =========  =========  ==========   ==========

EARNINGS FROM OPERATIONS
 Beef Carcass              $   47,653 $   18,438 $   112,315  $    60,364
 Beef Processing               47,870     74,905     106,269      134,947
 Pork                          18,290     33,266      48,162      105,850
 Foodbrands America            17,311     30,273      (9,697)      87,122
 All Other                     21,870     23,315      71,325       29,952
                            ---------  ---------   ---------    ---------
 Earnings from segments       152,994    180,197     328,374      418,235
 Corporate                     (4,049)    (6,719)     (7,877)      (3,917)
                            ---------  ---------   ---------    ---------
 Total Earnings               148,945    173,478     320,497      414,318

 Net interest expense         (21,121)   (17,543)    (64,071)     (48,710)
                            ---------  ---------   ---------    ---------
 Earnings before income
 taxes, accounting change
 and extraordinary item    $  127,824 $  155,935 $   256,426 $    365,608
                            =========  =========  ==========  ===========

NET SALES BY LOCATION
 OF CUSTOMERS
 United States             $3,548,112 $3,239,739 $10,311,382  $ 9,062,900
 Japan                        250,461    209,635     733,806      618,781
 Canada                       137,892    132,272     421,044      380,634
 Korea                         78,733     63,109     221,507      152,918
 Mexico                        64,495     52,698     176,955      136,365
 Other foreign countries       97,752    101,234     281,702      274,375
                            ---------  ---------  ----------   ----------
                           $4,177,445 $3,798,687 $12,146,396  $10,625,973
                            =========  =========  ==========   ==========

                             14

     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  certain
     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.


     M.  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  $(2,112) and  $17,422  of  pre-tax
   (credits)  charges in the three months  and  nine  months
   ended  September 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; underaccrual  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  an  increase (decrease) of $(345)  for  the
   quarter  and $10,398 for the nine months ended  September
   2000  in  previously reported cost of goods  sold  and  a
   $(1,767)  and $7,024 increase (decrease) in  selling  and

                           15

   general administrative expenses for the quarter and  nine
   months  ended September 2000, respectively.   The related
   income  tax  expense  (benefit) of these  adjustments  of
   $800  in the third quarter and ($6,600) on a year-to-date
   basis  was  also reflected in the statements of  earnings
   and  balance  sheets.   The impact of  these  adjustments
   increased  (decreased) earnings per diluted share
   by $0.01 for the quarter and $(0.10) for  the
   nine  months  ended  September  2000.   The  accompanying
   financial statements also  reflect  the  related  balance
   sheet adjustments made to the December 25, 1999 financial
   statements,  as  restated  in the  company's amended Form
   10-K.

       STOCK OPTIONS:
         The  company's  stock option plan  grants  officers
   additional  bonus  options if the  original  options  are
   exercised.   The original officer options  are  generally
   issued  at  market price at the date of the  grant,  vest
   over  a  five-year period and have a ten-year term.   The
   bonus options are issued at market price at the date  the
   bonus  options are granted and are exercisable after  two
   years,  provided  the shares acquired with  the  original
   options  are still owned by the officer.  As a result  of
   the  bonus options features, variable plan accounting  is
   appropriate   for   the  options  granted   under   these
   provisions.    Compensation  expense  for  the   original
   options  has  been revised and is now recorded  over  the
   vesting  period  based  on  the  difference  between  the
   market  value and the exercise price at the end  of  each
   period.   Compensation  expense  related  to  the   bonus
   options  is  recorded based on the market value  and  the
   exercise  prices over the vesting period  from  the  date
   vesting  becomes probable, to the date the bonus  options
   are  vested  and exercisable.  Prior to the  restatement,
   the  company followed fixed accounting for these options,
   treating the original grants and the bonus option  grants
   as two separate grants.

         The  restatement records the period and  cumulative
   accrued  compensation  and related deferred  tax  impact,
   which  increased compensation expense by $1,911 and  $462
   in  the  third quarters 2000 and 1999, respectively,  and
   decreased  income  tax  expenses  for  the  tax   benefit
   associated  with the expense.  The change  decreased  net
   earnings  by  $1,693  and $377 and diluted  earnings  per
   share  by $0.01 and $0.00 in the third quarters 2000  and
   1999, respectively.

         The  restatement increased (decreased) compensation
   expense by $330 and ($7,131) in the first nine months  of
   2000  and  1999,  respectively, and adjusted  income  tax
   expense  and  deferred  income  tax  asset  for  the  tax
   benefit   associated  with  the  expense.    The   change
   increased  (decreased) net earnings by ($272) and  $6,510
   and  earnings per diluted share by $0.00 and $0.07 in the
   first nine 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  N.  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
   increased  (decreased) by $676 and ($1,666) or $0.01  and
   ($0.02) per diluted share in the quarter and nine  months
   ended September 23, 2000, respectively.

                             16

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


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

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



<TABLE>
 CONSOLIDATED
 BALANCE SHEET        As
 September 23, 2000 Previously             Stock    Revenue        As
                    Reported       DFG    Options  Recognition    Restated

 <S>                <C>        <C>       <C>       <C>          <C>
 ASSETS
  Accounts
  receivable        $ 795,422	 $ (4,308) $   -     $ (118,744)  $  672,370

  Inventories         721,451   (17,269)     -        111,655      815,837

  Deferred income
   tax benefits        95,007      (804)     -            483       94,686


    TOTAL CURRENT
     ASSETS         1,647,073   (22,381)     -         (6,606)   1,618,086

  Goodwill          1,046,571    (7,763)     -            -      1,038,808

  Other assets        150,541     2,000      -            -        152,541

     TOTAL ASSETS  $4,395,247  $(28,144) $   -     $   (6,606)  $4,360,497

                                 17

CONSOLIDATED
 BALANCE SHEET        As
 September 23, 2000 Previously             Stock    Revenue        As
                    Reported       DFG    Options  Recognition    Restated
 LIABILITIES AND
  STOCKHOLDERS'
  EQUITY
  CURRENT
   LIABILITIES:
   Accounts payable   416,574       300       -           -        416,874

   Deferred income
   taxes and other    449,665    (8,001)      -        (2,511)     439,153

     TOTAL CURRENT
      LIABILITIES   1,666,858    (7,701)      -        (2,511)   1,656,646

   Deferred income
    taxes and other
     liabilities      176,822       -       7,270         -        184,092

   STOCKHOLDERS'
     EQUITY:
     Retained
      earnings      1,521,694   (20,443)   (7,270)     (4,095)   1,489,886

      TOTAL
      STOCKHOLDERS'
      EQUITY        1,888,386   (20,443)   (7,270)     (4,095)   1,856,578

       TOTAL
       LIABILITIES
       AND

 STOCKHOLDERS'
       EQUITY      $4,395,247 $ (28,144) $    -    $   (6,606)  $4,360,497

</TABLE>


<TABLE>
 CONSOLIDATED
 STATEMENT
 Of EARNINGS
 13 Weeks Ended
 September 23, 2000    As
                    Previously             Stock    Revenue       As
                    Reported       DFG     Options  Recognition   Restated

 <S>               <C>        <C>        <C>       <C>          <C>
 Net sales         $4,154,262 $     -    $    -    $   23,183   $4,177,445

 Cost of products
 sold               3,864,848      (345)      -        22,175    3,886,678

 Gross profit         289,414       345       -         1,008      290,767

 Selling, general
 and administrative
 expense              141,760    (1,767)    1,911         (82)     141,822

 EARNINGS FROM
 OPERATIONS           147,654     2,112    (1,911)      1,090      148,945

 Earnings before
 income taxes         126,533     2,112    (1,911)      1,090      127,824

 Income tax expense    48,100       800      (218)        414       49,096

 NET EARNINGS      $   78,433 $   1,312  $ (1,693) $      676   $   78,728


 Earnings per
 common
  share - Basic    $     0.74 $    0.01  $  (0.01) $     0.01   $     0.75

 Earnings per
 common
  share - Diluted  $     0.73 $    0.01  $  (0.01) $     0.01   $     0.74
 </TABLE>

                           18


 <TABLE>
 39 Weeks Ended
 September 23, 2000     As
                    Previously             Stock    Revenue       As
                    Reported       DFG     Options  Recognition   Restated

 <S>               <C>         <C>       <C>       <C>         <C>
 Net sales         $12,201,829 $    -    $     -   $  (55,433) $12,146,396

 Cost of products
 sold               11,414,435  10,398         -      (52,620)  11,372,213


 Gross profit          787,394 (10,398)        -       (2,813)     774,183

 Selling, general
 and administrative
 expense               415,158   7,024        330        (125)     422,387

 EARNINGS FROM
 OPERATIONS            340,937 (17,422)      (330)     (2,688)     320,497

 Earnings before
 income taxes and
  extraordinary
 item                  276,866 (17,422)      (330)     (2,688)     256,426

 Income tax expense    105,200  (6,600)       (58)     (1,022)      97,520
 Earnings before
 extraordinary item    171,666 (10,822)      (272)     (1,666)     158,906

 Cumulative effect
 of
 Accounting change         -      -           -        (2,429)     (2,429)


 NET EARNINGS      $   156,629 $(10,822) $   (272) $   (4,095) $   141,440


 Earnings per
 common
 share:
  Earnings before
  extraordinary
 item              $      1.60 $ (0.11)  $    -    $    (0.02) $      1.47
   Cumulative
 effect
    of change in
    accounting
    principle               -       -         -         (0.02)       (0.02)

   Net earnings    $      1.46 $ (0.11)  $    -    $    (0.04) $      1.31


 Earnings per
 common
 share -
 assuming dilution:
  Earnings before
  extraordinary    $      1.58 $ (0.10)  $    -    $    (0.02) $      1.46
 item
   Cumulative
 effect
    of change in
    accounting
    principle               -      -          -         (0.02)       (0.02)
   Net earnings    $      1.44 $(0.10)   $    -    $    (0.04) $      1.30

</TABLE>


                          19

 <TABLE>
 13 Weeks Ended
 September 25, 1999    As
                    Previously             Stock    Revenue       As
                    Reported       DFG     Options  Recognition   Restated

 <S>               <C>         <C>       <C>       <C>         <C>
 Selling, general
 and administrative
   expenses        $   116,088 $    -    $   463   $     -     $   116,551

 Earnings from
 operations            173,941      -       (463)        -         173,478

 Income taxes           46,003      -        (85)        -          45,918

 Net earnings          110,395      -       (378)        -         110,017

 Earnings per share
 - Basic           $      1.14 $    -    $  0.01)  $     -    $       1.13


 Earnings per share
 - Diluted
                   $      1.03 $    -    $  0.00   $     -    $       1.03



39 Weeks Ended
 September 25, 1999    As
                    Previously             Stock    Revenue       As
                    Reported    DFG        Options  Recognition   Restated


 Selling, general
 and administrative
   Expenses        $   317,996 $    -    $(7,130)  $     -    $    310,866

 Earnings from
 Operations            407,188      -      7,130         -         414,318

 Income taxes          123,708      -        621         -         124,329

 Net earnings          234,770      -      6,509         -         241,279

 Earnings per share
 - Basic           $      2.41 $    -    $  0.07   $     -    $       2.48

 Earnings per share
 - Diluted         $      2.19 $    -    $  0.07   $     -    $       2.25
</TABLE>

                             20

<TABLE>
 CONSOLIDATED STATEMENTS
 OF
 CASH FLOWS
                                                Reclass
 39 Weeks Ended September      As               Checks in
 23, 2000                   Previously  DFG     Process of      As
                            Reported    Impact  Clearance    Restated
 <S>                        <C>         <C>     <C>           <C>
 Net cash flows provided
 by operating activities    $215,293    $ 429   $ 36,807      $252,529

 Net cash flows provided
 by financing activities    $101,283    $  -    $(36,807)     $ 64,476

 Net change in cash and
   cash equivalents            1,899      429       -            2,328

 39 Weeks Ended September
 25, 1999

 Net cash flows provided
 by operating activities    $ 59,766    $  -    $ 39,725      $ 99,491

 Net cash flows provided
 by financing activities    $478,244    $  -    $(39,725)     $438,519




     N.   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, which is included in earnings for the nine months
     ended September 23, 2000. The effect of the change on the quarter
     and nine months ended September 23, 2000 was to increase (decrease)
     income before the cumulative effect of the accounting  change by
     $676 ($0.01 per share) and ($1,666)($0.02 per  share).  The pro forma
     amounts presented in the earnings statement were calculated assuming
     the accounting change was made retroactively to prior periods.

         For the nine months ended September 23, 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  nine  months ended  September 23, 2000
     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
    restated  and  expanded to reflect the following  items,
    as described in Note M to the financial statements:


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

          The  accompanying discussion and analysis has been
   revised   to  reflect  $(2,112) and  $17,422  of  pre-tax
   (credits)  charges in the three months  and  nine  months
   ended  September 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  an  increase (decrease) of $(345)  for  the
   quarter  and $10,398 for the nine months ended  September
   2000  in  previously reported cost of goods  sold  and  a
   $(1,767)  and $7,024 increase (decrease) in  selling  and
   general administrative expenses for the quarter and  nine
   months  ended September 2000, respectively.   The related
   income  tax  expense  (benefit) of these  adjustments  of

                            22

   $800  in the third quarter and ($6,600) on a year-to-date
   basis  was  also reflected in the statements of  earnings
   and  balance  sheets.   The impact of  these  adjustments
   increased (decreased) earnings  per diluted share
   by $0.01 for the quarter and $(0.10) for the  nine months
   ended  September  2000.    The   accompanying   financial
   statements  also  reflect   the   related  balance  sheet
   adjustments made  to  the  December  25,  1999  financial
   statements, as restated in  the  company's  amended  Form
   10-K.

   STOCK OPTIONS:

         The  company's  stock option plan  grants  officers
   additional  bonus  options if the  original  options  are
   exercised.   The original officer options  are  generally
   issued  at  market price at the date of the  grant,  vest
   over  a  five-year period and have a ten-year term.   The
   bonus options are issued at market price at the date  the
   bonus  options are granted and are exercisable after  two
   years,  provided  the shares acquired with  the  original
   options  are still owned by the officer.  As a result  of
   the  bonus options features, variable plan accounting  is
   appropriate   for   the  options  granted   under   these
   provisions.    Compensation  expense  for  the   original
   options  has  been revised and is now recorded  over  the
   vesting  period  based  on  the  difference  between  the
   market  value and the exercise price at the end  of  each
   period.   Compensation  expense  related  to  the   bonus
   options  is  recorded based on the market value  and  the
   exercise  prices over the vesting period  from  the  date
   vesting  becomes probable, to the date the bonus  options
   are  vested  and exercisable.  Prior to the  restatement,
   the  company followed fixed accounting for these options,
   treating the original grants and the bonus option  grants
   as two separate grants.

         The  restatement increased compensation  by  $1,911
   and   $462   in  the  third  quarters  2000   and   1999,
   respectively,  and  decreased  income  tax  for  the  tax
   benefit   associated  with  the  expense.    The   change
   decreased  net  earnings by $1,693 and $377  and  diluted
   earnings  per  share  by ($.02) and $0.00  in  the  third
   quarters 2000 and 1999, respectively.

         The  restatement increased (decreased) compensation
   expense by $330 and ($7,131) in the first nine months  of
   2000  and  1999,  respectively, and adjusted  income  tax
   expense  for the tax benefit associated with the expense.
   The  change increased (decreased) net earnings by  ($272)
   and  $6,510 and earnings per diluted share by  $0.00  and
   $0.06  in  the  first  nine  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  N.   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
   increased  (decreased) by $676 and ($1,666) or $0.01  and
   ($0.02) per diluted share in the quarter and nine  months
   ended September 23, 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

                          23

   of  an  Enterprise and Related Information,  the  company
   has expanded the number of segments disclosed.

   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.

    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  a  non-cash
    increase   in   the   valuation  of  CBFA's   restricted
    redeemable stock and to transaction-related fees.

    RESULTS OF OPERATIONS

          Beef carcass operating earnings increased to  2.1%
    of  net  sales in the third quarter 2000 versus 0.9%  in
    the  third  quarter  1999.  Through  nine  months,  beef
    carcass operating earnings as a percentage of net  sales
    in  2000  measured  1.6%  versus  1.0%  in  1999.   Beef
    Carcass  operations performed well on strong demand  and
    higher capacity utilization.

          Beef  Processing operating earnings  decreased  to
    2.3%  of net sales in the third quarter 2000 versus 3.7%
    in  the  third quarter 1999.  Through nine months,  beef
    processing  operating earnings as a  percentage  of  net
    sales  in  2000 measured 1.7% versus 2.4% in 1999.   The
    decrease  in  operating earnings was  due  primarily  to
    increased  raw  material cost offset by a strong  demand
    for beef product and higher capacity utilization.

          Pork segment operating earnings decreased to  2.9%
    of  net  sales in the third quarter 2000 versus 5.5%  in
    the  third quarter 1999.  Through nine months, operating
    earnings  as a percentage of net sales in 2000  measured
    2.4%   versus  6.1%  in  1999.   Pork  operations   were
    hampered  by  higher live hog costs and  lower  capacity
    utilization.

                          24

         In  the  Foodbrands America segment, third  quarter
    2000  operating earnings decreased to 2.1% of net  sales
    compared  to  4.6% in the third quarter 1999.   Year-to-
    date  2000  operating earnings, before nonrecurring  and
    unusual  items, measured 1.4% 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.   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 the DFG issue 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 company had product sales
    of  $342  million  to this customer in 1999.   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.

           Operating  earnings  in  the  All  Other  segment
    decreased  to  3.2%  of net sales in the  third  quarter
    2000  versus  4.1%  in  the  third  quarter  1999.   The
    decrease  in  operating earnings for the  third  quarter
    was  due primarily to decreased capacity utilization  at
    the  company's  Canadian  beef  complex.   Through  nine
    months,  operating  earnings,  before  norecurring   and
    unusual  items,  as a percentage of net  sales  in  2000
    measured  3.9%  versus  2.9%  in  1999.   The  increased
    operating  earnings  from  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,   as  well  as  operating  losses  in   its   cow
    operations.

          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.

                            25

    COMPARATIVE SEGMENT RESULTS
           (in thousands)

                                 13 Weeks Ended           39 Weeks Ended
                             ----------------------  -----------------------
                              Restated    Restated    Restated     Restated
                              Sept. 23,  Sept. 25,    Sept. 23,   Sept. 25,
                                2000        1999        2000         1999
                             ----------  ----------  -----------  ----------
Net sales:
 Beef Carcass               $2,275,823   $2,130,294  $ 6,760,775 $ 6,075,511
 Beef Processing             2,050,485    2,014,606    6,083,445   5,672,902
 Pork                          681,654      661,126    2,074,216   1,802,890
 Foodbrands America            816,091      658,832    2,297,119   1,662,274
 All Other                     627,311      508,822    1,761,424   1,571,915
 Intersegment elimination   (2,273,919)  (2,174,993)  (6,830,583) (6,159,519)
                             ---------    ---------    ---------   ---------
                            $4,177,445   $3,798,687  $12,146,396 $10,625,973
                             =========    =========   ==========  ==========

Earnings from operations:
 Before nonrecurring
  and unusual items:
  Beef Carcass              $   47,653   $   18,438  $   112,315  $   60,364
  Beef Processing               47,870       74,905      106,269     134,947
  Pork                          18,290       33,266       48,162     105,850
  Foodbrands America            17,311       30,273       32,137      87,122
  All Other                     21,870       23,315       71,325      46,647
                             ---------    ---------    ---------   ---------
   Earnings from segments      152,994      180,197      328,374     494,930                             418,235434,9
  Corporate                     (4,049)      (6,719)      (7,877)     (3,917)
                             ---------    ---------    ---------   ---------
  Total Earnings            $  148,945   $  173,478  $   362,331  $  431,013
                             =========    =========   ==========  ==========

 After nonrecurring
  and unusual items:
  Beef Carcass              $   47,653   $   18,438  $   112,315  $   60,364
  Beef Processing               47,870       74,905      106,269     134,947
  Pork                          18,290       33,266       48,162     105,850
  Foodbrands America            17,311       30,273       (9,697)     87,122
  All Other                     21,870       23,315       71,325      29,952
                             ---------    ---------    ---------   ---------
    Total from segments        152,994      180,197      328,374     418,235
  Corporate                     (4,049)      (6,719)      (7,877)     (3,917)
                             ---------    ---------    ---------   ---------
  Total Earnings            $  148,945   $  173,478  $   320,497  $  414,318
                             =========    =========   ==========  ==========


SALES

         Beef  Carcass  segment net sales increased  7%  and
    11%  in  the 13-week and 39-week periods ended September
    2000  from  the  comparable  prior  year  periods.   The
    increase for the 13-week period was due primarily  to  a
    6%  increase in average selling prices of beef carcasses
    sold  along with a 1% increase in pounds of beef carcass
    products sold.  The increase for the 39-week period  was
    due  primarily  to  a  9% increase  in  average  selling
    prices  of beef carcasses sold along with a 2%  increase
    in pounds of beef carcass products sold.  Approximately
    90%  of  Beef  Carcass  sales  are  intersegment  sales,
    principally to the Beef Processing segment operation.

         Beef Processing segment net sales increased 2%  and
    7%  in  the  13-week and 39-week periods ended September
    2000  from  the  comparable  prior  year  periods.   The
    increase in the 13-week period was due primarily  to  an
    8%  increase in average selling prices of beef  products

                           26

    sold  offset by a 6% decrease in pounds of beef products
    sold.   The  increase  in  the 39-week  period  was  due
    mainly  to  an 8% increase in average selling prices  of
    beef  products sold.  Pounds of beef products  sold  for
    the  39-week  period in 2000 versus the same  period  in
    1999 remained relatively flat.

        Pork  segment net sales increased 3% and 15% in  the
    13-week  period and 39-week period ended September  2000
    from  the  comparable prior year periods.  The  increase
    in  the  13-week  period  was  due  primarily  to  a  2%
    increase  in the average selling price of pork products
    and a 1% increase in pounds of pork products sold.  The
    increase in the 39-week period  was mainly  due to a 14%
    increase in average selling  prices of  pork products
    sold along with a 2% increase in total pounds of pork
    products sold.

         The  higher  selling prices in both  beef  segments
    and  the pork segment 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  sales  in the All Other segment increased  20%
    and  11%  in  the  13-week  and  39-week  periods  ended
    September  2000 from the comparable prior year  periods.
    The  increases for the 13-week period were due primarily
    to  increases  in  hides selling prices  and  pounds  of
    hides  sold.  The increases for the 39-week period  were
    due  primarily to increased average hides selling prices
    along with increased total pounds of hides sold.

          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

                           27

    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  Beef Carcass segment, the cost of products
    sold   in  the  third  quarter  and  nine  months  ended
    September  2000 increased 5% and 10% from the comparable
    1999  periods.  Higher average live cattle  prices  were
    the principal reason for the higher 2000 costs.

          In  the  Beef  Processing  segment,  the  cost  of
    products  sold  in  the third quarter  and  nine  months
    ended  September  2000 increased  3%  and  8%  from  the
    comparable  1999  periods.  Higher  raw  material  costs
    passed through from the Beef Carcass segment, driven  by
    higher  average live cattle prices  were  the  principal
    reason for the higher 2000 costs.

         In  the Pork segment, the cost of products sold  in
    the   third   quarter  and  year-to-date  period   ended
    September  2000 increased 8% and 21% from the comparable
    1999  periods.   The  increases were  due  primarily  to
    higher  2000  average live pork prices compared  to  the
    comparable periods in 1999.

         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  45%  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%, 7% of which is due to higher  raw
    material costs, 2% resulted from increased sales  volume
    and  2% resulted from the DFG issues. Year-to-date  cost
    of  products sold before acquisitions increased 15% over
    1999,  10% of which is due to higher raw material costs,
    4%  resulted from increased sales volume and 1% resulted
    from the DFG issues.

         In the All Other segment, costs in the third quarter
    and nine months ended September 2000 increased 8% and 4%
    from the comparable 1999 periods.  Higher volume-driven
    raw materials, passed through from the Pork and Beef
    Processing segments, and plant costs in the company's
    newly formed Fresh Meats Case Ready operations and higher
    raw material costs at the company's Canadian beef complex
    and hide operations, 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 by the 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 2000.


        SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         The  Beef Carcass segment's third quarter and year-
    to-date  2000  expense increased 18% and  19%  over  the
    comparable   1999   periods.   Higher  personnel-related
    expenses   and  computer-related  expenses  were   major
    factors in the increase.

                           28

         The  Beef  Processing segment's third  quarter  and
    year-to-date  2000 expense increased 10%  and  11%  over
    the  comparable  1999 periods.  Higher personnel-related
    expenses,  computer-related expenses  and  international
    selling expense were major factors in the increase.

         Pork  segment  third quarter and year-to-date  2000
    expense  increased 6% and 10% over the  comparable  1999
    periods.   Higher personnel-related expenses,  computer-
    related  expense and international selling expense  were
    major factors in the increase.

         In  the  Foodbrands America segment, third  quarter
    2000  expenses  increased 28%  over  the  third  quarter
    1999, 12% of which is related to acquisitions.  Year-to-
    date  expenses  in 2000 increased 61% 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.   The
    customer   bankruptcy  was  a  large  distributor   that
    accounted    for   $342   million   in   the   company's
    consolidated  1999  net  sales.   However,  no  material
    negative   impact  is  expected  as  the   distributor's
    customers  have  continued  to  purchase  the  company's
    products.   The DFG issues accounted for 2%  and  3%  of
    the  increase  for  the quarter and nine  months  ended,
    respectively.   Higher volume-related  selling  expenses
    and   increased  personnel-related  expenses  were   the
    principal factors driving the remaining 14% 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.

    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

                            29

    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  nine  months  ended September  23,  2000.  The
    effect  of  the  change on the quarter and  nine  months
    ended  September  23,  2000 was to  increase  (decrease)
    income  before  the cumulative effect of the  accounting
    change  by  $676  ($0.01 per share) and ($1,666)  ($0.02
    per  share).  The  pro forma amounts  presented  in  the
    income   statement   were   calculated   assuming    the
    accounting  change  was  made  retroactively  to   prior
    periods.

          For the nine months ended September 23, 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  nine  months
    ended  September  23,  2000 was to  increase  income  by
    $2,429  (after  reduction for income  taxes  of  $1,489)
    during that period.


    LIQUIDITY AND CAPITAL RESOURCES

          Total   outstanding  borrowings  averaged   $1,449
    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,

                           30

    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.








                           31



                   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

                            32

Item 5.  Other Information

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

                                            39 Weeks Ended
                                       -----------------------
                                        Restated     Restated
                                        Sept. 23,    Sept. 25,
                                          2000         1999
                                       -----------  ----------
         Earnings before income taxes,
          cumulative effect of accounting
          change and extraordinary item  $256,426     $365,608
         Total fixed charges               86,164       66,648
         Capitalized interest              (6,229)      (6,687)
                                          -------      -------
         Earnings before fixed charges,
          income taxes and extraordinary
          item                           $336,361     $425,569
                                          =======      =======
         Ratio of earnings to fixed charges   3.9          6.4
                                              ===          ===



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.

                            33

                           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

                          34

</TABLE>