FORM 10-Q                         
         

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            


                     _________________________


[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
             For the 13 weeks ended March 29, 1997


                               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


                            IBP Avenue
                       Post Office Box 515
                   Dakota City, Nebraska 68731
                      Telephone 402-494-2061


                     _________________________


      Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d)
of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements
for the past 90 days.

                      YES [X]      NO [ ]


      As of May 1, 1997, the registrant had outstanding
92,067,635 shares of its common stock ($.05 par value).



                                                              
                PART I. FINANCIAL INFORMATION

                 IBP, inc. AND SUBSIDIARIES
           CONSOLIDATED CONDENSED BALANCE SHEETS
                      (In thousands)
  
                                               March 29,    December 28,
                                                 1997           1996        
                                              ----------    ------------
                                              (Unaudited)
ASSETS

  CURRENT ASSETS:
    Cash and cash equivalents                 $   44,892      $   94,164
    Marketable securities                         57,322         169,476
    Accounts receivable, less allowance for      
      doubtful accounts of $9,972 and $9,873     510,127         500,781
    Inventories (Note C)                         311,240         299,700
    Deferred income tax benefits                                          
      and prepaid expenses                        47,174          46,464
                                               ---------       ---------
      TOTAL CURRENT ASSETS                       970,755       1,110,585
  

  Property, plant and equipment,
    less accumulated depreciation
    of $714,679 and $697,510                     827,456         816,206 
  Goodwill, net of accumulated amortization                           
    of $123,744 and $121,644                     204,487         206,587
  Other assets                                    49,426          41,117
                                               ---------       --------- 
                                              $2,052,124      $2,174,495
                                               =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Accounts payable                          $  228,699      $  299,785 
    Deferred income taxes and other
      current liabilities                        289,024         304,346
                                               ---------       ---------
        TOTAL CURRENT LIABILITIES                517,723         604,131
     
  Long-term debt and capital lease 
    obligations                                  259,688         260,008
  Deferred income taxes and other                         
    liabilities                                  103,798         106,701 

  STOCKHOLDERS' EQUITY:                           
    Common stock at par value                      4,750           4,750    
    Additional paid-in capital                   425,232         427,456
    Retained earnings                            809,181         779,199
    Currency translation adjustments                (923)            (32)
    Treasury stock                               (67,325)         (7,718)
                                               ---------       ---------
      TOTAL STOCKHOLDERS' EQUITY               1,170,915       1,203,655
                                               ---------       ---------
                                              $2,052,124      $2,174,495
                                               =========       =========


See accompanying notes to consolidated condensed financial statements.



                                    -2-

                                                




                                                        
                           IBP, inc. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                                   (Unaudited)

                       (In thousands except per share data)



                                                                            
                                                   13 Weeks Ended          
                                              March 29,       March 30,     
                                                1997            1996   
                                             ----------      ----------

      Net sales                              $3,134,590      $3,084,722     
      Cost of products sold                   3,051,478       2,966,822     
                                              ---------       ---------
      Gross profit                               83,112         117,900

      Selling, general and
        administrative expense                   31,252          30,497
                                              ---------       ---------
      EARNINGS FROM OPERATIONS                   51,860          87,403     
    
      Interest expense, net                         550           1,776
                                              ---------       ---------
      Earnings before income taxes               51,310          85,627 
 
      Income tax expense                         19,000          32,600 
                                              ---------       ---------
      NET EARNINGS                           $   32,310      $   53,027
                                              =========       =========

      Earnings per share                          $ .34           $ .55
                                                   ====            ==== 
      Dividends per share                         $.025           $.025
                                                   ====            ====
      Average common and common  
        equivalent shares                        95,731          96,865
                                                 ======          ======








   See accompanying notes to consolidated condensed financial statements.




                                    -3-

         
                                                     
                             IBP, inc. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                            
                                                  13 Weeks Ended          
                                            March 29,       March 30,
                                              1997            1996        
                                            --------       ---------
                                                Inflows (outflows)
   NET CASH FLOWS USED IN OPERATING         
     ACTIVITIES                            $ (67,584)      $ (49,316)
                                            --------        --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from disposals of marketable
    securities                               303,974         130,970
  Purchases of marketable securities        (200,078)       (117,334) 
  Capital expenditures                       (31,226)        (33,806) 
  Other investing activities, net                (45)           (649)
    Net cash flows provided by              --------        --------
      (used in) investing activities          72,625         (20,819) 
                                            --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchases of treasury stock                (59,607)           (485)
  Net change in checks in process                                        
    of clearance                              10,086          32,418
  Payment of dividends                        (2,366)         (2,369)    
  Proceeds from issuance of long-term                                
    debt                                          67         197,862
  Net change in revolving credit                                     
    borrowings                                  -           (200,000)
  Other financing activities, net             (2,577)         (2,157)
  Net cash flows (used in) provided by      --------        --------
    financing activities                     (54,397)         25,269     
                                            --------        --------
Effect of exchange rate on cash and
  cash equivalents                                84            (962)
                                            --------        --------
Net decrease in cash and 
  cash equivalents                           (49,272)        (45,828)
Cash and cash equivalents at beginning
  of period                                   94,164         116,277
                                            --------        --------
Cash and cash equivalents at end of
  period                                   $  44,892       $  70,449
                                            ========        ========
SUPPLEMENTAL INFORMATION:
  Cash payments during the periods for:
    Interest, net of amounts capitalized     $ 4,638         $   529
    Income taxes, net of refunds received       (983)          6,062     
     
  Depreciation and amortization expense       20,919          19,939     
 


See accompanying notes to consolidated condensed financial statements.

                                 -4-

                                                                  
                   IBP, inc. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.    GENERAL

      The consolidated condensed balance  sheet  of  IBP,  inc. and 
      subsidiaries ("IBP") at December 28, 1996 has been taken from 
      audited financial statements at that date and condensed.  All 
      other consolidated condensed  financial  statements contained 
      herein  have  been  prepared by  IBP and are  unaudited.  The 
      consolidated  condensed  financial statements  should be read 
      in conjunction with the consolidated financial statements and 
      the  notes  thereto included in IBP's  Annual Report  on Form 
      10-K for the year ended December 28, 1996.

      In  the  opinion  of management, the  accompanying  unaudited 
      consolidated  condensed  financial  statements   contain  all 
      adjustments, consisting only of normal recurring adjustments, 
      necessary to present fairly the financial  position  of  IBP, 
      inc.  and  its  subsidiaries  as  of March 29, 1997, and  the 
      results  of  their  operations and their  cash flows for  the 
      periods presented herein.

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

B.    OTHER

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

C.    INVENTORIES

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

                              March 29,   December 28,
                                1997          1996    
                             ---------    -----------
                                  (In thousands)

      Held for sale:   
        Beef products        $173,767        $169,068
        Pork products          43,622          39,913
        Other                   7,314           8,460
                              -------         -------
                              224,703         217,441
      Livestock                30,075          28,345
      Supplies                 56,462          53,914
                              -------         -------
                             $311,240        $299,700
                              =======         =======



                               -5-

 

                                                 
                     IBP, inc. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED


D.    COMMITMENTS AND CONTINGENCIES

      IBP is involved in numerous disputes incident to the ordinary 
      course  of  its business.  In the  opinion of management, any 
      liability  for which  provision has not been made relative to 
      the  various lawsuits, claims and  administrative proceedings 
      pending against IBP,  including those  described below,  will 
      not  have  a  material  adverse  effect  on its  consolidated 
      results of operations,  financial position or liquidity.
      
      A  $15,004,000  jury  verdict  was  returned  against  IBP in 
      November   1994  in   an  Iowa  State  District   Court.  The 
      plaintiff,  a  former  IBP  employee,  sued  the  company and 
      another  former  employee  in February  1993 for  slander and 
      breach  of  fiduciary  duty  regarding  his  treatment  as a 
      workers' compensation claimant.  The jury determined that the 
      plaintiff  sustained $4,000 in actual  damages,  and  further 
      returned  a  punitive  damage  award  against  IBP  and   the 
      other defendant in the amount of  $15,000,000, all  of  which 
      was provided for  by  the  company  in  1994.   Although  the 
      District  Court  reduced  punitive  damages  to  $100,000, on 
      appeal  the  Iowa Supreme Court ordered IBP to pay $2,000,000 
      in  punitive  damages.  The  company  reduced its $15,000,000 
      reserve for this case to $100,000 in the fourth quarter 1996, 
      with   expected   insurance   coverage   for  the   remaining 
      $1,900,000.  In the  first  quarter  1997, the  Iowa  Supreme 
      Court denied  IBP's request for  a rehearing and judgment was 
      entered  accordingly  by the  District Court.  IBP intends to 
      petition the United States Supreme Court for further review.

      In  January  1997,  the  State  of Illinois  filed  a   civil 
      enforcement action against IBP  in  Illinois  District  Court 
      alleging violations of odor nuisance laws occurring at  IBP's 
      Joslin, Illinois, facility.  The State of Illinois  is  suing 
      for  odor  violations  occurring from September 1994 to date, 
      and for abatement of the odor nuisance.  The odor  violations 
      are  subject  to daily penalties that could, in total, exceed
      $100,000.  The company denies liability and is contesting the 
      litigation.

E.    ACQUISITION OF FOODBRANDS AMERICA, INC.      
      
      On May 5, 1997,  IBP  Sub, Inc., a  Delaware corporation (the
      "Offeror") and a  wholly-owned subsidiary of IBP Foodservice,
      L.L.C., a  Delaware  limited  liability  company  whose  sole 
      members  are  IBP,  inc.,  a  Delaware  corporation  ("IBP");
      Prepared Foods, Inc., a Texas  corporation and a wholly-owned
      subsidiary of IBP; and IBP  Caribbean, Inc., a Cayman Islands 
      company and a wholly-owned  subsidiary  of IBP, completed its 
     


                               -6- 


                   IBP, inc. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED



      offer to purchase all outstanding shares of common stock, par 
      value $.01 per  share, of  Foodbrands America, Inc., a  Dela-
      ware  corporation  ("Foodbrands"),  at a  purchase  price  of
      $23.40 per share, net to the  seller in  cash, without  inte-
      rest, upon the terms and  subject to the conditions set forth
      in the  offer to purchase  ("Offer").  Pursuant  to the Offer,
      11,581,740 shares, or 92.9%, of  the  shares were  tendered to
      the Offeror.  These shares, combined with  497,800 shares pre-
      viously held, gave the Offeror control of approximately 97% of 
      Foodbrands' shares.

      On May 7, 1997, the  Offeror was  merged with Foodbrands  and 
      Foodbrands became the surviving  corporation and wholly-owned 
      by IBP Foodservice,  L.L.C.   Shares not tendered pursuant to 
      the Offer were canceled and the  holders of such  shares  are 
      entitled to receive $23.40 per  Share unless the  shareholder 
      properly perfects his  dissenter's rights  under the Delaware 
      General Corporation Law.

      The total  funds required by  the  Offeror to  consummate the 
      Offer and  the Merger and  to pay  related fees  and expenses 
      were approximately $288 million,  excluding  Foodbrands' debt 
      and approximately  $50 million  of merger-related fees, expe- 
      nses and contingent  change of  control  obligations.   Food- 
      brands' obligations were funded in  part with its own working 
      capital and credit facilities and in part by IBP.  The source 
      of IBP funds for the Offer  included available  cash and bor- 
      rowing from a syndicate of banks  pursuant to the Amended and 
      Restated Multi-Year  Credit Agreement (the "Credit Facility") 
      dated December 21, 1995, among  IBP, Bank of America National 
      Trust  and Savings  Association, as  Co-Agent, and First Bank 
      National Association, as Administrative Agent, which provides 
      for borrowings  up to an  aggregate  principal amount of $500 
      million.   The Credit Facility  is  a revolving facility with 
      a maturity date of  December 20, 2000,  which may be extended 
      for  one year  increments annually  with  the  consent of the 
      banks involved.

      Pro forma financial  statements have not  been included  with
      this report.  The pro  forma information will be available as 
      soon as is practicable  but, in  any event, not later than 75
      days from the merger date (May 7, 1997).










                            -7-


          MANAGEMENT'S DISCUSSION AND ANALYSIS


RESULTS OF OPERATIONS

     IBP registered solid financial results in the first quarter
1997 amid continued difficult market conditions for IBP's fresh
meats operations.  These results were lower than the record first
quarter 1996 net earnings primarily because of lower 1997 beef and
pork export sales and lower pork processing capacity utilization. 
Fluctuations in export sales and processing capacity utilization
have a significant impact upon profit margins for IBP's
products.                          

     Earnings from operations as a percentage of net sales measured
1.7% in the first quarter 1997 versus 2.8% in the first quarter
1996.  All major divisions experienced less favorable results in
the first three months of 1997 compared to the year-earlier period. 
            
     The company increased pork production and capacity utilization
in the eastern Corn Belt by adding a second shift at its
Logansport, Indiana, facility in April 1997.  Meanwhile, tight hog
supplies and excess industry processing capacity in the western
Corn Belt have prompted several pork processors, including IBP, to
scale back their processing operations.  The company announced in
February 1997 that it would indefinitely curtail second-shift
carcass production and most processing activities at its Louisa
County, Iowa, plant.  In addition, IBP's Council Bluffs, Iowa,
facility ceased carcass production and most processing activities
in late April 1997.  
     
     Management believes that the effective transfer of production
to its Logansport plant (due to more abundant supplies of quality
hogs) from Louisa County and Council Bluffs, the effect of industry
production cutbacks, and expected increasing numbers of market-
ready hogs later this year will have a positive impact on the
performance of IBP's pork operations.

     Management expects that fed beef production in the second half
of 1997 should be equal to or better than in the last six months of
1996.  This expectation is based upon higher reported April 1, 1997
cattle on feed numbers and first quarter 1997 placements of cattle
into feedlots compared to a year ago.
     
     The matters discussed herein contain forward-looking
statements that involve risks and uncertainties including risk of
changing market conditions with regard to livestock supplies and
demand for the company's products, domestic and international
regulatory risks, competitive and other risks over which IBP has
little or no control.  Consequently, future results may differ from
management's expectations.  Moreover, past financial performance
should not be considered a reliable indicator of future
performance.






                             -8-

     FOODBRANDS ACQUISITION

     On May 7, 1997, the company, through certain subsidiaries, 
acquired 100% ownership of Foodbrands America, Inc.  (see Note E to
the consolidated condensed financial statements for a more detailed
description of this transaction).  The company paid approximately
$288 million in cash for the outstanding shares and related fees
and expenses.  The company also assumed Foodbrands' outstanding
debt of $341 million.  Additional fees, expenses and obligations of
Foodbrands accelerated by or contingent upon a change of control of
Foodbrands totaled approximately $50 million, $7 million of which
had been previously provided for by Foodbrands.  

     Management believes the Foodbrands acquisition represents a
significant advancement in its strategy to diversify beyond the
core fresh meat processing business and extend its product base
with value-added, branded products.  Foodbrands is a leading U.S.
producer, marketer and distributor of frozen and refrigerated
products to the "away from home" food preparation market, the
fastest-growing segment of the food industry.  The leader in the
pizza toppings industry, Foodbrands is also a major provider of
value-added, pork-based products to the food service industry. 
Foodbrands produces over 1,600 branded and custom products,
including pizza toppings and crusts, burritos, frozen stuffed
pastas, breaded appetizers, soups, sauces and side dishes as well
as deli meats and processed beef, poultry and pork products.  
     
     SALES     

     The 1.6% increase in 1997 net sales over the first quarter
1996 was chiefly attributable to increases in the average selling
price of fresh pork products and beef hides.  These positive
factors were partially offset by reductions in pounds of fresh beef
and pork products sold.    

     IBP's net export sales for the first three months of 1997 were
21% lower than the record-high exports in the first quarter 1996. 
A mid-1996 food safety scare in Japan depressed exports to IBP's
highest-volume export destination.  However, export sales to Japan
have increased since the fourth quarter 1996 and management expects
that IBP will experience continued sales growth to this country.
      
     A ban by Taiwan on exports of pork from their country should
result in increased U.S. and, correspondingly, IBP pork exports to
Japan.  The ban is due to disease problems in Taiwan's swine herd
and could possibly be in effect for several years.  Taiwan was
previously the top supplier of pork to Japan.  
     
     COST OF PRODUCTS SOLD

     The cost of products sold in the first quarter 1997 rose
almost 3% from the first quarter 1996.  Increases in the average
price paid for live cattle and hogs were partially offset by 
decreases in pounds of beef and pork products sold.  Livestock
costs comprised approximately 87% of cost of products sold for both
the 1997 and 1996 first quarters.    



                            -9-


     Plant costs were higher in the first three months of 1997
versus 1996 due in large part to new operations.  The company 
commenced beef fabrication activities at the Lakeside facility in
Brooks, Alberta, Canada, in the first quarter 1997.  In addition,
the company's Palestine, Texas, cow boning plant was purchased
subsequent to the first quarter 1996.   

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

     Selling expense increased in the first quarter 1997 versus a
year ago due to efforts to build market share in consumer products
and international sales.  General and administrative expense was
slightly lower in the first quarter 1997 compared to the same 1996
period as reduced earnings-based incentive compensation offset
higher personnel and professional services costs.      

     INTEREST EXPENSE

     First quarter 1997 net interest expense was 69% lower than
that incurred in the first quarter 1996.  An increase in interest
capitalized on construction projects and 4% lower average
borrowings were the principal reasons for the lower 1997 net
expense.  

     INCOME TAXES

     The lower 1997 income tax provision compared to the first
quarter 1996 resulted primarily from the decrease in pre-tax
earnings.


FINANCIAL CONDITION

     Total outstanding borrowings averaged $265 million in the
first three months of 1997 compared to $277 million in the
comparable 1996 period.  There were no short-term borrowings
outstanding at March 29, 1997, and available unused credit capacity
under committed facilities was $450 million. 

     Year-to-date capital expenditures through March 29, 1997
totaled $31 million compared to $34 million in the first three
months of 1996.  Current year spending went primarily toward the
Lakeside beef processing facility and toward equipment replacements
and modifications to existing facilities.

     The company purchased almost 2.6 million shares of its own
stock in the first quarter 1997 for approximately $60 million
(average $23.29 per share).  These shares will be used to meet the
future needs of the company's stock-based employee benefit
programs.  The company chose to repurchase outstanding shares
rather than issue new shares to avoid diluting the ownership of
current shareholders.   






                           -10-


           
 
       



                   PART II.  OTHER INFORMATION




Item 1.   Legal Proceedings

     See Note D to the consolidated condensed financial
statements.


Item 6.   Exhibits and Reports on Form 8-K

      (a)   See Exhibit 11, statement regarding computation of
            earnings per share.

      



































                             -11-

Exhibit 11                                          


                     IBP, inc. AND SUBSIDIARIES
                  COMPUTATION OF EARNINGS PER SHARE

                (In thousands except per share data)

                                                                  


                                             13 Weeks Ended      
                                        March 29,       March 30, 
                                          1997            1996   
                                        --------        --------            

NET EARNINGS                             $32,310         $53,027
                                          ======          ======

PRIMARY EARNINGS PER SHARE

Shares used in this computation: 
  Weighted average shares outstanding     93,893          94,733  
  Dilutive effect of shares under          
    employee stock plans                   1,838           2,132
                                          ------          ------
  Common and common equivalent shares     95,731          96,865
                                          ======          ======

Primary earnings per share                 $ .34           $ .55
                                            ====            ====



FULLY-DILUTED EARNINGS PER SHARE

Shares used in this computation:
  Weighted average shares outstanding     93,893          94,733
  Dilutive effect of shares under 
    employee stock plans                   1,971           2,187
                                          ------          ------
  Common and common equivalent shares     95,864          96,920
                                          ======          ======

Fully-diluted earnings per share           $ .34           $ .55
                                            ====            ====











                               -12-





                            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)               
                       

         May 9, 1997             /s/ Robert L. Peterson           
     --------------------        --------------------------
            Date                 Robert L. Peterson
                                 Chairman of the Board and
                                   Chief Executive Officer


                                 /s/ Larry Shipley
                                 --------------------------
                                 Larry Shipley    
                                 Executive Vice President
                              

                                                                  
                                 /s/ Craig J. Hart                
                                 --------------------------
                                 Craig J. Hart
                                 Vice President and
                                   Controller























                               -13-