SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549


                            FORM 10-Q


                  ____________________________


          [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the 26 weeks ended June 30, 2001

                                    OR

           [    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                  Commission File Number 1-6085


                  ____________________________



                            IBP, inc.
                     a Delaware Corporation
          I.R.S. Employer Identification No. 42-0838666


                     800 Stevens Port Drive
                Dakota Dunes, South Dakota 57049
                     Telephone 605-235-2061


                  ____________________________


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

                        YES [X]    NO [ ]


   As of August 3, 2001, the registrant had outstanding
108,170,597    shares of its common stock ($.05 par value).


                                   1





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

                                               June 30,      December 30,
                                                 2001            2000
                                              -----------   -------------
ASSETS                                        (unaudited)

  CURRENT ASSETS:
    Cash and cash equivalents                 $   19,262     $   29,970
     Accounts receivable, less allowance for
      doubtful accounts of $13,579 and $19,898   705,488        673,485
    Inventories                                  982,954        873,544
    Deferred income tax benefits and
      prepaid expenses                            93,834         88,595
                                               ---------      ---------
        TOTAL CURRENT ASSETS                   1,801,538      1,665,594

  Property, plant and equipment
    less accumulated depreciation
    of $1,155,614 and $1,089,775               1,731,900      1,630,774
  Goodwill, net of accumulated
    amortization of $235,827 and $221,160        946,660        961,340
  Deferred income tax benefits and
   other assets                                  172,255        168,548
                                               ---------      ---------
                                              $4,652,353     $4,426,256
                                               =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Notes payable to banks                     1,023,000        775,000
    Accounts payable                             432,079        516,030
    Deferred income taxes and other
      current liabilities                        392,182        373,019
    Current portion of long-term debt              5,780         55,351
                                               ---------      ---------
        TOTAL CURRENT LIABILITIES              1,853,041      1,719,400
                                               ---------      ---------

  Long-term debt and capital lease
    obligations                                  687,652        658,719
                                               ---------      ---------
  Deferred income taxes and other
    liabilities                                  199,774        198,626
                                               ---------      ---------

  STOCKHOLDERS' EQUITY:
    Common stock at par value                      5,450          5,450
    Additional paid-in capital                   442,527        443,388
    Retained earnings                          1,537,265      1,481,004
    Accumulated other comprehensive income       (12,726)       (11,261)
    Treasury stock                               (60,630)       (69,070)
                                               ---------      ---------
      TOTAL STOCKHOLDERS' EQUITY               1,911,886      1,849,511
                                               ---------      ---------
                                              $4,652,353     $4,426,256
                                               =========      =========

See   accompanying  notes  to  condensed  consolidated  financial
statements.


                                 2


                   IBP, inc. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
              (In thousands, except per share data)
<table>
                                    13 Weeks Ended            26 Weeks Ended
                               -----------------------    -----------------------
                                             Restated                   Restated
                                 June 30,    June 24,      June 30,     June 24,
                                   2001        2000          2001         2000
                               ----------   ----------    ----------   ----------

                            <c>          <c>           <c>          <c>
Net sales                      $4,359,304   $4,268,866    $8,485,941   $8,224,257
Cost of products sold           4,114,367    4,020,762     8,065,286    7,740,841
                                ---------    ---------     ---------    ---------
Gross profit                      244,937      248,104       420,655      483,416
Selling, general and
 administrative expense           150,968      151,069       275,310      280,565
(Gain) on sale of production
 facility                            -            -           (6,897)        -
Nonrecurring merger-related
 expense                             -            -             -          31,299
                                ---------    ---------     ---------    ---------

EARNINGS FROM OPERATIONS           93,969       97,035       152,242      171,552

Interest expense, net              24,020       21,635        50,026       42,950
Earnings before income taxes,   ---------    ---------     ---------    ---------
 accounting change and
 extraordinary item                69,949       75,400       102,216      128,602

Income tax expense                 27,630       28,958        39,900       48,424
                                ---------    ---------     ---------    ---------
Earnings before accounting change
 and extraordinary item            42,319       46,442        62,316       80,178
Cumulative effect of change in
 accounting principle                -            -             (115)      (2,429)
Extraordinary loss on early
 extinguishment of debt, less
 applicable taxes                    -            -             (633)     (15,037)
                                ---------    ---------     ---------    ---------
NET EARNINGS                   $   42,319   $   46,442    $   61,568   $   62,712
                                =========    =========     =========    =========
Earnings per common share:
 Earnings before cumulative
   effect of accounting change and
  extraordinary item                $ .40        $ .44         $ .59        $ .73
  Cumulative effect of  change in
  accounting principle                -            -             -           (.02)
 Extraordinary item                   -            -            (.01)        (.14)
                                     ----         ----          ----         ----
 Net earnings                       $ .40        $ .44         $ .58        $ .57
                                     ====         ====          ====         ====
Earnings per common share -
 assuming dilution:
 Earnings before cumulative
   effect of accounting change and
  extraordinary item                $ .40        $ .43         $ .58        $ .72
  Cumulative effect of  change in
  accounting principle                -            -             -           (.02)
 Extraordinary item                   -            -            (.01)        (.14)
                                     ----         ----          ----         ----
 Net earnings                       $ .40        $ .43         $ .57        $ .56
                                     ====         ====          ====         ====
Dividends per share                 $.025        $.025         $ .05        $ .05
                                     ====         ====          ====         ====

See   accompanying  notes  to  condensed  consolidated  financial statements.
</table>

                              3


                   IBP, inc. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED
                    STATEMENTS OF CASH FLOWS
                         (In thousands)
                                                    26 Weeks Ended
                                               ------------------------
                                                               Restated
                                                June 30,       June 24,
                                                  2001           2000
                                               ----------   ------------
                                                  Inflows (outflows)

NET CASH FLOWS (USED) PROVIDED BY OPERATING
 ACTIVITIES                                    $ (21,984)    $  108,649
                                                --------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                           (196,410)      (181,501)
 Proceeds from sale of PP&E                       21,074            977
 Investment in life insurance contracts          (10,627)          -
 Investments in equity ventures                   (1,096)       (10,268)
 Purchases of marketable securities                  -          (25,000)
 Proceeds from disposals of marketable
  securities                                         -           15,000
 Increase in noncurrent receivables                  -           (7,763)
 Other investing cash inflows                      1,261            -
 Other investing cash outflows                      (898)           (58)
                                                --------      ---------
 Net cash flows used by
  investing activities                          (186,696)      (208,613)
                                                --------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                     248,000        333,796
 Principal payments on long-term
  obligations                                    (52,263)      (483,644)
 Exercise of stock options                         9,565            885
 Dividends paid                                   (5,291)        (4,978)
 Proceeds from issuance of long-term debt          2,000        295,482
 Purchase of treasury stock                       (1,987)       (13,580)
 Redemption of preferred stock                       -          (28,512)
 Other financing cash outflows                    (1,986)          -
                                                --------       --------
  Net cash flows provided by
   financing activities                          198,038         99,449
                                                --------       --------
Effect of exchange rate on cash
 and cash equivalents                                (66)            65
                                                --------       --------
Net change in cash and cash equivalents          (10,708)          (450)
Cash and cash equivalents at beginning
 of period                                        29,970         32,865
                                                --------       --------
Cash and cash equivalents at end of
 period                                        $  19,262     $   32,415
                                                ========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the periods for:
  Interest, net of amounts capitalized        $   46,712     $   36,653
  Income taxes, net of refunds received           11,221         40,042

 Depreciation and amortization expense            85,963         69,288
 Amortization of intangible assets                16,046         17,421

See   accompanying  notes  to  condensed  consolidated  financial statements.


                                   4


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

   A.   GENERAL

        The  accompanying financial statements  for  the  periods
   ended  June 24, 2000 were restated to reflect adjustments  for
   irregularities  and  misstatements at  one  of  the  company's
   subsidiaries, for the cumulative and current period effect  on
   revenue  recognition of adoption of Staff Accounting  Bulletin
   Rule 101, for the application of variable plan accounting  for
   certain  stock options, for reclassifications in the statement
   of  cash  flows,  and  for  expanded  disclosures  related  to
   segment  information.  The company's reports  on  Form  10-Q/A
   for  the  twenty-six weeks ended June 24, 2000 and  Form  10-K
   for   the  year  ended  December  30,  2000  provide  detailed
   descriptions of the restatements.

        Freight charges previously netted against sales have been
   reclassified  to  cost  of goods sold in  the  prior  year  to
   conform to the current year presentation.

        The condensed consolidated balance sheet of IBP, inc. and
   subsidiaries  ("IBP" or "the company") at  December  30,  2000
   has  been taken from audited financial statements at that date
   and  condensed.   All  other condensed consolidated  financial
   statements contained herein have been prepared by IBP and  are
   unaudited.   The  condensed consolidated financial  statements
   should  be read in conjunction with the consolidated financial
   statements  and  the notes thereto included  in  IBP's  Annual
   Report on Form 10-K for the year ended December 30, 2000.

        In  the opinion of management, the accompanying unaudited
   condensed   consolidated  financial  statements  contain   all
   adjustments,  consisting only of normal recurring adjustments,
   necessary to present fairly the financial position of  IBP  at
   June  30, 2001 and the results of its operations and its  cash
   flows for the periods presented herein.

   B.   TYSON MERGER AGREEMENT

             In  late  June, the company executed  a  Stipulation
   with  Tyson  Foods,  Inc.  ("Tyson") that  requires  Tyson  to
   specifically  perform  the Merger Agreement  between  IBP  and
   Tyson   (the   "Merger   Agreement")  as   modified   by   the
   Stipulation.   Pursuant to the Merger Agreement,  as  modified
   by  the  Stipulation,  Tyson agreed to  proceed  with  a  cash
   tender  at $30 per share for 50.1% of the shares, followed  by
   a  merger  in  which  IBP  will merge into  Lasso  Acquisition
   Corporation,  a  wholly owned subsidiary of Tyson.   Each  IBP
   shareholder at the time of the merger shall receive  a  number
   of  shares  of Tyson Class A common stock having  a  value  of
   $30.00  if,  during the fifteen trading day period  ending  on
   the  fifth  trading  day immediately preceding  the  effective
   time  of  the  merger, the average per share  price  of  Tyson
   Class  A  common  stock is at least $12.60 and  no  more  than
   $15.40.   If  the  average per share price of  Tyson  Class  A
   common  stock  is  less  than  $12.60,  then  each  IBP  share
   outstanding  immediately prior to the effective  time  of  the
   merger  will  be exchanged for 2.381 shares of Tyson  Class  A
   common stock. If the average per share price of Tyson Class  A

                                 5

   common  stock  is  more  than  $15.40,  then  each  IBP  share
   outstanding  immediately prior to the effective  time  of  the
   merger  will  be exchanged for 1.948 shares of Tyson  Class  A
   common  stock.   Tyson  closed the cash tender  on  August  3,
   2001, with expected completion by mid-August, and expects  the
   merger to be consummated in early October 2001.

        If  the  merger  is   consummated  but  fails   to   be
   treated  as  a  "reorganization"  for  federal  income   tax
   purposes,  the  merger will be a taxable  transaction.   The
   merger  would  fail to be treated as a "reorganization"  if,
   for  example, the aggregate fair market value of  the  Tyson
   Class  A stock delivered as consideration for the IBP shares
   in  the  merger  failed  to  exceed  a  minimum  percentage,
   approximately  40  percent under one United  States  Supreme
   Court  case, of the aggregate fair market value of the  cash
   and  Tyson  Class A common stock delivered as  consideration
   for  all IBP shares in the tender offer and merger.  In  the
   event that the merger is consummated but fails to be treated
   as  a  "reorganization,"  each holder  of  IBP  shares  that
   exchanges IBP shares for Tyson Class A common stock  in  the
   merger will generally recognize gain or loss measured by the
   difference  between the fair market value of Tyson  Class  A
   common stock received in the merger (together with any  cash
   received   in   lieu   of  fractional   shares)   and   such
   stockholder's adjusted tax basis in the IBP shares exchanged
   in the merger.  In addition, if the merger is consummated as
   currently described in the merger agreement - as a merger of
   IBP  into  Purchaser  with the Purchaser  as  the  surviving
   corporation - the merger may  be  taxable to IBP, as well as
   IBP  shareholders,  resulting in a corporate  level  tax  on
   IBP's  gain,  measured by the difference  between  the  fair
   market value of IBP's assets and IBP's basis in such assets.
   Tyson  and  IBP  may  elect, however,  pursuant  to  Section
   12.03(c)  of  the  merger  agreement  to  amend  the  merger
   agreement and require Purchaser to merge into IBP  with  IBP
   the  surviving corporation in the merger.  If that  election
   is  made, the corporate level tax would not apply,  but  the
   merger would be taxable to shareholders.


   C.   OTHER

        IBP's interim operating results of its Beef Carcass, Beef
   Processing  and  Pork segments 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.


                                   6

   D.  INVENTORIES

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

                                        June 30,    December 30,
                                          2001           2000
                                       ---------      ---------
          Product inventories:
            Raw materials              $ 79,239        $ 78,004
            Work in process             107,002         101,973
            Finished goods              501,652         412,211
                                        -------         -------
                                        687,893         592,188
           Livestock                    196,572         185,413
           Supplies                      98,489          95,943
                                        -------         -------
                                       $982,954        $873,544
                                        =======         =======

   E.  EARNINGS PER SHARE

                                               13 Weeks Ended
                                           ------------------------
                                                          Restated
                                            June 30,      June 24,
                                              2001          2000
                                           ----------     ---------
     Numerator:
      Net earnings                          $ 42,319       $ 46,442
                                             =======        =======
     Denominator:
      Weighted average common shares
        outstanding                          106,047        106,019
      Dilutive effect of employee stock
        plans                                    640          1,159
      Diluted average common shares          -------        -------
        outstanding                          106,687        107,178
                                             =======        =======
      Basic earnings per common share          $ .40          $ .44
                                                ====           ====
      Diluted earnings per common share        $ .40          $ .43
                                                ====           ====


                                                 26 Weeks Ended
                                            ------------------------
                                                          Restated
                                            June 30,      June 24,
                                              2001          2000
     Numerator:                             --------      ----------
       Earnings before accounting change
         and extraordinary item             $ 62,316       $ 80,178
        Preferred stock dividends
          and accretion                         -            (2,566)
                                             -------        -------
      Earnings available for common shares  $ 62,316       $ 77,612
                                             =======        =======
     Denominator:
      Weighted average common shares
        outstanding                          106,001        106,030
      Dilutive effect of employee stock          931          1,304
        plans
      Diluted average common shares          -------        -------
        outstanding                          106,932        107,334
                                             =======        =======
      Basic earnings before accounting
        change and extraordinary item
        per common share                       $ .59          $ .73
                                                ====           ====
      Diluted earnings before accounting
        change and extraordinary item per
        common share                           $ .58          $ .72
                                                ====           ====

                                  7

        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.

                                              2001            2000
                                             ------          ------
     Stock options excluded from
      diluted EPS computation                 2,027           3,287
     Average option price per share          $22.95          $21.19

   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 26  weeks  ended  June
   30, 2001 and June 24, 2000 was as follows:

                                               26 Weeks Ended
                                           ------------------------
                                                         Restated
                                           June 30,      June 24,
                                             2001          2000
                                           --------      ---------
     NET EARNINGS                           $61,568        $62,712
     Other comprehensive income:
      Foreign currency translation
       adjustments                           (1,465)        (1,056)
                                             ------         ------
     COMPREHENSIVE INCOME                   $60,103        $61,656
                                             ======         ======

   G.  ACQUISITION AND DISPOSITION

        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  an  increase  in  the  valuation   of   CBFA's
   restricted  redeemable  stock,  a  non-cash  charge   of   $21
   million,  and  $10  million  in professional  fees  and  other
   expenses.

        In  January 2001, the company sold a 70% interest in  its
   Platte  County,  Nebraska, ground meats  facility  to  Carneco
   Holdings,  LLC,  a  wholly owned subsidiary  of  Lopez  Foods,
   Inc.,  a  smaller  meat  processor headquartered  in  Oklahoma
   City,  Oklahoma.  The company received cash proceeds of  $20.5


                                 8


   million  and  recognized a gain of $7 million related  to  the
   percentage sold.  The Platte County facility had net sales  of
   $146  million  and earnings from operations of $2  million  in
   fiscal  2000.  The gain on sale of the Platte County  facility
   and  past  operations were included in the Foodbrands  America
   segment  although IBP's subsequent 30% equity in  earnings  of
   this facility is in the All Other segment.

   H.  LONG-TERM OBLIGATIONS:

        On  January 16, 2001, the company repaid its $50  million
   of  6.0%  Securities  due  2001.  The  company  chose  not  to
   exercise  an option to extend the term of the securities  and,
   in  so doing, paid $2 million to terminate the option.  The $2
   million  payment  plus  unamortized deferred  financing  costs
   less   unamortized  option  premium  totaled  $1,017,   before
   applicable  income tax benefit of $384, and was accounted  for
   as   an  extraordinary  loss  in  the  condensed  consolidated
   statement of earnings.

        In  early  January 2001, the company terminated  interest
   rate  swaps  on notional amounts of $350 million and  received
   $31  million  cash  proceeds.  Under FAS 133,  the  offsetting
   adjustment  previously recorded to the  hedged  debt  will  be
   amortized  as a credit to interest expense over  the  life  of
   the debt through 2010.

        On  February  7, 2000, the company completed  its  merger
   with  CBFA  and, at the same time, refinanced  all  of  CBFA's
   various existing debt obligations, using available IBP  credit
   facilities  that  were  at more favorable  terms.   Prepayment
   premiums,  accelerated  amortization of  unamortized  deferred
   financing   costs,  and  transaction  expenses   totaled   $22
   million,  before applicable income tax benefit of $7  million,
   and  was  accounted  for  as  an  extraordinary  loss  in  the
   condensed consolidated statement of earnings.



   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 with certainty, or  subject  to
   the  company's control, 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, will not have  a
   material  adverse  effect on its future consolidated  results,
   financial position or liquidity.

        Cattle Producer Litigation.  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


                                9


   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.  Plaintiffs' motion for reconsideration  of
   the  judge's decision was denied, and plaintiffs now  seek  to
   certify  a class of cattle producers who have sold exclusively
   to  IBP  on a cash market basis. This motion, as well  as  the
   company's  motions for summary judgment on both liability  and
   damages,  is  now  pending.  Management continues  to  believe
   that  the  company  has acted properly  and  lawfully  in  its
   dealings with cattle producers.

        Environmental  Litigation.   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  completed  additional  improvements  at  its   Joslin
   facility  to  further  reduce odors from this  operation,  but
   denies  Illinois EPA's contention that its operations  at  any
   time  amounted  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.

        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  during  1999  for
   the  claims  raised in this lawsuit based upon the  evaluation
   of  a  confidential settlement demand received from  the  DOJ,
   and  review  and  evaluation of the resolution  of  comparable
   claims,  in light of the company's assessment of the facts  as
   known  to the company and the legal theories advanced  by  the
   DOJ.   On the same basis, the company believes, based  upon  a
   confidential  settlement demand received from the  DOJ  and  a
   review  and  assessment of the facts known to the company  and
   the  legal  theories advanced by the DOJ  that  the  range  of
   exposure   is  between  $4.4   million  and   $15.9   million,
   although  the  company is unable to predict with accuracy  the

                                10

   ultimate   resolution  in  this  matter  due  to   risks   and
   uncertainties that make such an evaluation difficult  at  this
   time.   The  company believes it has meritorious  defenses  on
   each  of these allegations and intends to aggressively  defend
   these claims.

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

        Securities Litigation re:  Environmental Liabilities.  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  prepared  and  filed  a
   motion to dismiss this complaint.  On February 14, 2001,  lead
   plaintiffs  filed  a  motion for leave to  amend  the  amended
   consolidated complaint to add additional claims on  behalf  of
   all persons who purchased IBP stock between March 25, 1999  to
   January  25,  2001.  The proposed new claims are substantially
   similar  to  those alleged in the South Dakota  and  New  York
   actions   described   below  under  the   heading   Securities
   Litigation  re:   Earnings  Restatement,  alleging  that   IBP
   violated  Sections 10(b) and 20(a) of the Securities  Exchange
   Act  of 1934, and rule 10b-5 thereunder.  On May 21, 2001, the
   Magistrate  Judge  issued  two opinions  recommending  1)  the
   denial   of   plaintiffs   request  to   amend   the   amended
   consolidated  complaint, and 2) dismissal of the complaint  in
   its  entirety  for failure to state a claim.  Plaintiffs  have
   appealed to the District Court judge, and a final decision  is
   pending.

        Litigation  re: Rawhide and Tyson Transactions.   Between
   October  2  and November 1, 2000, fourteen class actions  were
   filed  in  the  Delaware  Court of Chancery  against  IBP  and
   members  of  the  Board  of Directors of  IBP  (the  "Delaware
   Shareholder  Litigation") relating to  IBP's  entry  into  the
   Rawhide  Merger  Agreement on October 1,  2000  (the  "Rawhide
   Merger  Agreement"),  and  IBP's termination  of  the  Rawhide
   Merger  Agreement  in favor of the Tyson Merger  Agreement  on
   January 1, 2001 (the "Tyson Merger Agreement").

         On   March  29,  2001,  Tyson  announced  that  it   was
   "discontinuing" the Tyson Merger Agreement, and Tyson filed  a
   lawsuit  against  IBP  in  the Chancery  Court  of  Washington

                                11

   County,  Arkansas  alleging that IBP had fraudulently  induced
   it  to  enter  into the Tyson Merger Agreement.   Tyson  later
   amended   its   complaint  to  add  claims   for   breach   of
   representations and warranties contained in the  Tyson  Merger
   Agreement.

        On  March 30, 2001, IBP filed a cross-claim against Tyson
   in  the  Delaware  Shareholder Litigation  seeking  to  compel
   specific  performance  of the Tyson Merger  Agreement  and  to
   obtain  a  declaratory judgment that Tyson  had  no  right  to
   rescind  or  terminate  the  Tyson  Merger  Agreement.   Tyson
   counterclaimed   in   the   Delaware  Shareholder   Litigation
   claiming  that  the  Tyson Merger Agreement  was  voidable  on
   grounds  of fraudulent inducement, negligent misrepresentation
   and   mistake,  that  IBP  had  breached  representations  and
   warranties in the Tyson Agreement, that Tyson was entitled  to
   restitution  of  the  $66.5 million  payment  made  by  it  to
   Rawhide  on  IBP's behalf, and that Tyson was  entitled  to  a
   declaratory judgment that it had validly terminated the  Tyson
   Merger Agreement.

        Following  an  expedited trial,  the  Delaware  Court  of
   Chancery issued an opinion on June 15, 2001 (revised  on  June
   18,  2001)  holding  that 1) the Tyson  Merger  Agreement  was
   valid  and enforceable against Tyson and not induced by fraud,
   negligent  misrepresentation,  material  misrepresentation  or
   mistake;  2)  Tyson  breached  its  obligations  to   IBP   by
   terminating  the  Tyson Merger Agreement;  3)  Tyson  did  not
   breach  any  obligations  to  the  plaintiff  shareholders  by
   failing  to consummate the cash tender offer; and 4)  IBP  was
   entitled   to   specific  performance  of  the  Tyson   Merger
   Agreement.

        On  June 27, 2001, the Delaware Court of Chancery  issued
   an  Order, Judgment and Decree in accordance with its opinion.
   The  Court also signed a Stipulation and Order (the "IBP/Tyson
   Stipulation")  negotiated  by IBP and  Tyson,  which  required
   Tyson  to  consummate  the transactions  contemplated  by  the
   Tyson   Merger   Agreement  as  modified  by   the   IBP/Tyson
   Stipulation.

        On  June 27, 2001, IBP, Tyson and the shareholders in the
   Delaware  Shareholder Litigation, entered into  a  Stipulation
   of  Settlement pursuant to which Tyson agreed to proceed  with
   the  performance  of its obligations under  the  Tyson  Merger
   Agreement,  as  modified  by  the IBP/Tyson  Stipulation.   On
   August  3,  2001,  the Delaware Court of  Chancery  issued  an
   Order   and  Final  Judgment  approving  the  Stipulation   of
   Settlement.   The  Order and Final Judgment provides  for  the
   settlement and release of all claims that have been  or  could
   have  been asserted in the Delaware Court of Chancery, or  any
   other   forum,  by  any  member  of  the  Class  of  all   IBP
   shareholders from October 2, 2000 through the closing  of  the
   contemplated    merger   with   Tyson,    whether    directly,
   representatively or derivatively, that have  arisen  or  could
   have  arisen  from  any  of  the acts  that  could  have  been
   asserted  in the Delaware Shareholder Litigation,  or  in  any
   other  court, including any claim for violation of federal  or
   state  law,  relating  to the Tyson Merger  Agreement  or  the
   Rawhide  Merger Agreement.  The release carves out the  claims
   described  below under the heading Securities  Litigation  re:
   Earnings  Restatement.  The Order and Final  Judgment  awarded
   counsel  for  the shareholder plaintiffs fees and expenses  in
   the amount of $338,000.

                               12


         Two   separate  suits,  containing  the   same   general
   allegations  as  those  contained in the Delaware  Shareholder
   Litigation,  were  filed  in  the  District  Court  for  South
   Dakota.   The  first  action against IBP  and  its  directors,
   Teamsters  Local Nos. 175 and 505 Pension Trust Fund  v.  IBP,
   inc.,  challenged the Rawhide Merger Agreement.  The plaintiff
   in  this  action voluntarily dismissed its claim on  April  5,
   2001.   In the second action, a shareholder derivative  action
   entitled  Reier  v.  Bond, IBP's motion  to  dismiss  or  stay
   remains pending.  The South Dakota federal district court  has
   scheduled  an  oral argument on the motion  for  August  17th.
   IBP  has  advised  the  district  court  and  the  plaintiff's
   counsel  that  the  Order and Final Judgment  entered  by  the
   Delaware Court of Chancery bars plaintiff's claim.

        Securities Litigation re:  Earnings Restatement.  Between
   January  and  March 2001, a number of lawsuits were  filed  by
   certain  shareholders in the United States District Court  for
   the  District of South Dakota and one suit filed in the United
   States  District Court for the Southern District of  New  York
   seeking  to  certify a class of all persons who purchased  IBP
   stock  between  February 7, 2000 and January  25,  2001.   The
   plaintiff  in  the  New York action has voluntarily  dismissed
   and  refiled  its complaint in South Dakota.  The  complaints,
   seeking  unspecified  damages, allege  that  IBP  and  certain
   members  of  management 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 financial results in order to inflate  the
   company's  stock price.  More specifically, these  allegations
   relate  primarily to the charges that IBP has  taken  relating
   to  operations at its DFG Foods subsidiary, the restatement of
   earnings  announced  by IBP for certain periods  in  1999  and
   2000,  IBP's  announced  adoption of a  different  method  for
   accounting  for certain components of its stock option  plans,
   and  certain  issues raised by the SEC that  have  since  been
   resolved.   The  South  Dakota  court  has  consolidated   the
   actions  and  selected  a  lead  plaintiff.   Plaintiffs   are
   expected  to  file  a  consolidated  amended  complaint.   IBP
   intends to vigorously contest these claims.

        Preference  Litigation.  In late July 2001,  the  company
   resolved  a claim from a trustee of a former customer  now  in
   bankruptcy of an alleged preference, for a sum within the  $0-
   $3  million  range previously disclosed in the company's  Form
   10-Q for the thirteen weeks ended March 31, 2001.

   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
   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


                                13

   allied products for sales to further processors.  Over 87%  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  poultry
   feeds.

        The  Beef  Processing  segment is primarily  involved  in
   fabrication  of  dressed beef carcasses into primal  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  poultry  feeds
   manufacturers.

        The  Foodbrands America segment consists of  several  IBP
   subsidiaries,  principally  Foodbrands  America,   Inc.,   IBP
   Branded  Foods,  Inc. (formerly CBFA), The Bruss  Company  and
   The  IBP  Foods  Co.  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 fresh meat case ready operations and  its  hide
   curing and tanning operations.

        Corporate  includes various unallocated  corporate  items
   not  attributable  to the company's operating  segments.   The
   principal  items  in  this  caption are  unallocated  goodwill
   amortization and variable stock option 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.

                              14


<table>
                                  13 Weeks Ended              26 Weeks Ended
                                -------------------        -------------------
                                             Restated                  Restated
                                June 30,     June 24,      June 30,    June 24,
                                  2001          2000         2001        2000
                                ---------    ---------    ---------    ---------

                            <c>          <c>          <c>          <c>
NET SALES
Sales to unaffiliated
 customers:
 Beef Carcass                  $  252,667   $  274,776   $  505,217   $  556,864
 Beef Processing                2,084,321    2,081,096    4,052,833    4,030,358
 Pork                             586,582      617,888    1,145,390    1,191,272
 Foodbrands America               767,329      806,782    1,538,249    1,515,253
 All Other                        668,405      488,324    1,244,252      930,510
                                ---------    ---------    ---------    ---------
                               $4,359,304   $4,268,866   $8,485,941   $8,224,257
                                =========    =========    =========    =========

Intersegment sales:
 Beef Carcass                  $2,133,812   $1,983,223   $4,119,495   $3,928,399
 Beef Processing                  140,647       81,365      241,066      155,083
 Pork                             143,242       87,115      268,491      168,933
 Foodbrands America                   299         -             299         -
 All Other                         61,345       19,367      106,376       77,200
 Intersegment elimination      (2,479,345)  (2,171,070)  (4,735,727)  (4,329,615)
                                ---------    ---------    ---------    ---------
                                     -            -            -            -
                                =========    =========    =========    =========

Net sales:
 Beef Carcass                  $2,386,479   $2,257,999   $4,624,712   $4,485,263
 Beef Processing                2,224,968    2,162,461    4,293,899    4,185,441
 Pork                             729,824      705,003    1,413,881    1,360,205
 Foodbrands America               767,628      806,782    1,538,548    1,515,253
 All Other                        729,750      507,691    1,350,628    1,007,710
 Intersegment elimination      (2,479,345)  (2,171,070)  (4,735,727)  (4,329,615)
                                ---------    ---------    ---------    ---------
                               $4,359,304   $4,268,866   $8,485,941   $8,224,257
                                =========    =========    =========    =========

EARNINGS FROM OPERATIONS
 Beef Carcass                  $   59,164   $   22,609   $   72,742   $   64,662
 Beef Processing                    4,962       45,080       (7,726)      58,399
 Pork                              20,722        3,674       43,757       29,872
 Foodbrands America                (4,992)       2,111       (2,971)     (27,008)
 All Other                         28,723       26,946       52,025       49,455
                                ---------    ---------    ---------    ---------
   Earnings from Segments         108,579      100,420      157,827      175,380
 Corporate                        (14,610)      (3,385)      (5,585)      (3,828)
                                ---------    ---------    ---------    ---------
 Total Earnings from Operations    93,969       97,035      152,242      171,552

 Net interest expense             (24,020)     (21,635)     (50,026)     (42,950)
                                ---------    ---------    ---------    ---------
 Pre-tax earnings              $   69,949   $   75,400   $  102,216   $  128,602
                                =========    =========    =========    =========

NET SALES BY LOCATION
 OF CUSTOMERS
 United States                 $3,700,200   $3,627,799   $7,216,185   $6,950,047
 Japan                            257,032      257,447      483,045      514,444
 Canada                           161,918      149,921      299,949      286,885
 Mexico                            69,329       63,003      139,135      120,483
 Korea                             56,529       72,157      110,860      151,901
 Other foreign countries          114,296       98,539      236,767      200,497
                                ---------    ---------    ---------    ---------
                               $4,359,304   $4,268,866   $8,485,941   $8,224,257
                                =========    =========    =========    =========
</table>

                                 15

   K.   ADOPTION OF FAS 133

        The  company  adopted  Statement of Financial  Accounting
   Standards  No.  133  (FAS  133),  "Accounting  for  Derivative
   Instruments  and  Hedging Activities", on December  31,  2000.
   In  accordance with the transition provisions of FAS 133,  the
   company    recorded    a   net-of-tax   cumulative-effect-type
   adjustment of $13,106 (gain) in earnings to recognize at  fair
   value  all  derivatives  that  are  designated  as  fair-value
   hedging  instruments.  The company also recorded a  net-of-tax
   cumulative-effect-type  adjustment  of   $13,143   (loss)   in
   earnings  to  recognize the difference  (attributable  to  the
   hedged  risks) between the carrying values and fair values  of
   related  hedged  assets  and liabilities.   Additionally,  the
   company  recorded $78 net-of-tax loss in earnings  to  reflect
   the  fair value of derivatives that did  not qualify as hedges
   under FAS 133.

        All  derivatives are recognized on the balance  sheet  at
   their  fair  value.   On the date the derivative  contract  is
   entered into, the company designates the derivative as  (1)  a
   hedge of the fair value of a recognized asset or liability  or
   of  an  unrecognized firm commitment ("fair value"  hedge)  or
   (2)  a foreign-currency fair-value ("foreign currency" hedge).
   Changes  in  the  fair value of a derivative  that  is  highly
   effective  as - and that is designated and qualifies  as  -  a
   fair-value  hedge, along with the loss or gain on  the  hedged
   asset  or  liability that is attributable to the  hedged  risk
   (including losses or gains on firm commitments), are  recorded
   in  current-period  earnings.  Changes in the  fair  value  of
   derivatives  that  are highly effective  as  -  and  that  are
   designated  and  qualify  as  -  foreign-currency  hedges  are
   recorded in current-period earnings.

        The company occasionally purchases a financial instrument
   that  contains  a derivative instrument that is "embedded"  in
   the  financial  instrument.  Upon purchasing  the  instrument,
   the  company assesses whether the economic characteristics  of
   the  embedded  derivative are clearly and closely  related  to
   the  economic  characteristics of the remaining  component  of
   the   financial  instrument  (i.e.,  the  host  contract)  and
   whether  a  separate instrument with the  same  terms  as  the
   embedded  instrument would meet the definition of a derivative
   instrument.   If  it  is  determined  that  (1)  the  embedded
   derivative  possesses economic characteristics  that  are  not
   clearly  and  closely related to the economic  characteristics
   of  the host contract, and (2) a separate instrument with  the
   same  terms  would  qualify  as a derivative  instrument,  the
   embedded   derivative  would  be  separated  from   the   host
   contract,  carried at fair value, and designated  as  a  fair-
   value,  cash-flow, or foreign-currency hedge, or as a  trading
   derivative instrument.  However, in cases where (1)  the  host
   contract  is  measured  at fair value, with  changes  in  fair
   value  reported  in  current earnings or (2)  the  company  is
   unable   to   reliably  identify  and  measure   an   embedded
   derivative  for separation from its host contract, the  entire
   contract is carried on the balance sheet at fair value and  is
   not designated as a hedging instrument.

                                 16


        The  company formally documents all relationships between
   hedging  instruments and hedged items, as well  as  its  risk-
   management  objective  and strategy  for  undertaking  various
   hedge   transactions.   This  process  includes  linking   all
   derivatives  that  are  designated as fair-value  or  foreign-
   currency  hedges  to  specific assets and liabilities  on  the
   balance  sheet or to specific firm commitments.   The  company
   also  formally assesses, both at the hedge's inception and  on
   an  ongoing  basis, whether the derivatives that are  used  in
   hedging   transactions  are  highly  effective  in  offsetting
   changes  in  fair  values  of  hedged  items.   When   it   is
   determined  that  a derivative is not highly  effective  as  a
   hedge  or  that it has ceased to be a highly effective  hedge,
   the  company  discontinues hedge accounting prospectively,  as
   discussed below.

        The  company  discontinues hedge accounting prospectively
   when  (1)  it is determined that the derivative is  no  longer
   effective  in  offsetting changes in the fair  value  or  cash
   flows  of a hedged item (including firm commitments); (2)  the
   derivative  expires or is sold, terminated, or exercised;  (3)
   a  hedged firm commitment no longer meets the definition of  a
   firm   commitment;   or   (4)   management   determines   that
   designation  of  the derivative as a hedge  instrument  is  no
   longer appropriate.

        When  hedge  accounting  is discontinued  because  it  is
   determined  that  the  derivative no longer  qualifies  as  an
   effective  fair-value hedge, the derivative will  continue  to
   be  carried  on the balance sheet at its fair value,  and  the
   hedged  asset  or  liability will no longer  be  adjusted  for
   changes  in fair value.  When hedge accounting is discontinued
   because  the hedged item no longer meets the definition  of  a
   firm  commitment, the derivative will continue to  be  carried
   on  the  balance  sheet at its fair value, and  any  asset  or
   liability  that  was recorded pursuant to recognition  of  the
   firm  commitment  will be removed from the balance  sheet  and
   recognized  as a gain or loss in current-period earnings.   In
   all   other   situations   in  which   hedge   accounting   is
   discontinued,  the  derivative will be  carried  at  its  fair
   value  on  the balance sheet, with changes in its  fair  value
   recognized in current-period earnings.

        At  June 30, 2001 and December 30, 2000, the company  had
   the  following derivative activity, qualifying as  fair  value
   hedges:

       Interest and Currency Rate Derivatives:
        The  company's policy is to manage interest cost using  a
   mix of fixed and variable rate debt.  To manage this mix in  a
   cost-effective  manner, the company may  enter  into  interest
   rate  swaps  in  which  the company  agrees  to  exchange,  at
   specified   intervals,  the  difference  between   fixed   and
   variable  interest  amounts  calculated  by  reference  to  an
   agreed-upon  notional principal amount.  These  interest  rate
   swaps  effectively convert a portion of the  company's  fixed-
   rate debt to variable-rate debt, or vice versa.

        The  notional amounts of these swap agreements were  $350
   million  at year-end 2000.  The notional amounts of these  and
   other  derivative  instruments  do  not  represent  assets  or
   liabilities of the company but, rather, are the basis for  the


                               17

   settlements  under  the  contract  terms.   The   swaps   were
   completely liquidated in early January 2001 for cash  proceeds
   of  $31  million, which has been included in cash  flows  from
   operating  activities.  The offsetting  loss  related  to  the
   debt  will  be amortized as a credit to interest expense  over
   the debt lives through 2010.

        The  company's Canadian subsidiary enters  into  currency
   futures contracts to hedge its exposures on receivables,  live
   cattle  and  purchase commitments in foreign  currencies.   At
   June  30,  2001, the company had outstanding qualifying  hedge
   contracts  to buy Canadian dollars totaling CDN$50 million  at
   various  dates through 2001.  Comparable outstanding contracts
   at  year-end  2000 totaled CDN$56 million.  The  company  also
   had  outstanding contracts at June 30, 2001 and  December  30,
   2000  to  sell  $27  million  and  20  million  U.S.  dollars,
   respectively  at  various  dates,  to  hedge  its  receivables
   denominated in U.S. dollars.

       Commodity Derivatives:
        The company uses commodity futures contracts to hedge its
   forward  livestock purchases.  At June 30, 2001  and  December
   30,  2000, the company had outstanding approximately  -0-  and
   800  qualifying  hedge  contracts,  respectively  to  buy  fed
   cattle  and  hogs and 8,300 and 6,500 contracts,  respectively
   to sell fed cattle and hogs.

        There  were no significant net gains or losses recognized
   in  earnings  during  the  reporting period  representing  the
   amount of the hedges' ineffectiveness.







                                 18


             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.

   ACQUISITION AND DISPOSITION

        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  an  increase  in  the  valuation   of   CBFA's
   restricted  redeemable  stock,  a  non-cash  charge   of   $21
   million,  and  $10  million  in professional  fees  and  other
   expenses.

         In  January 2001, the company sold a 70% interest in its
   Platte  County,  Nebraska, ground meats  facility  to  Carneco
   Holdings,  LLC,  a  wholly owned subsidiary  of  Lopez  Foods,
   Inc.,  a  smaller  meat  processor headquartered  in  Oklahoma
   City,  Oklahoma.  The company received cash proceeds of  $20.5
   million  and recognized a gain of $7 million on the percentage
   sold.   The  Platte  County facility had  net  sales  of  $146
   million  and earnings from operations of $2 million in  fiscal
   2000.   The  gain  on sale of the Platte County  facility  was
   included  in  the  Foodbrands America segment  although  IBP's
   subsequent  30%  equity  in  earnings  of  this  facility   is
   included in the All Other segment.

   RESULTS OF OPERATIONS

        Beef Carcass operating earnings increased to 2.5% of  net
   sales  in  the second quarter 2001 versus 1.0% in  the  second
   quarter  2000.   Through six months, operating earnings  as  a
   percentage of net sales in 2001 measured 1.6% versus  1.4%  in


                            19


   2000.   Beef Processing operating earnings decreased  to  0.2%
   of  net  sales in the second quarter 2001 versus 2.1%  in  the
   second  quarter 2000.  Through six months, the beef processing
   operating  margin  as  a  percentage  of  net  sales  in  2001
   measured  -0.2%  versus  1.4%  in  2000.   Live  cattle  costs
   increased  7%  and  10%  in  the 2001  quarter  and  six-month
   periods,  respectively, compared to 2000 and  had  a  negative
   impact on capacity utilization and operating earnings for  the
   two beef operating segments taken as a whole.

        Pork  segment operating earnings increased  to  2.8%  and
   3.1%  of net sales in the second quarter and first six  months
   of  2001 versus 0.5% and 2.2% in the comparative 2000 periods.
   Strong  demand  for  pork  products overrode  the  effects  of
   higher live hog costs and lower capacity utilization.

        In  the  Foodbrands America segment, the  second  quarter
   2001   operating  margin  decreased  to  -0.7%  of  net  sales
   compared  to  0.3% in the second quarter 2000.   The  year-to-
   date  2001  operating margin, before nonrecurring and  unusual
   items,  measured -0.6% of net sales versus 1.0% in 2000.   The
   lower  2001  results reflected margin pressure from  increased
   raw  material  costs  and competitive  pressures  that  forced
   Foodbrands to absorb most of those increased costs.

        Foodbrands' unusual item in 2001 was a $7 million gain on
   the  sale of 70% of its Platte County, Nebraska, ground  meats
   facility  to  a smaller meat processor.  In the first  quarter
   2000,  the  most significant unusual item was $31  million  in
   pre-tax,  non-recurring  CBFA  merger-related  expense,  which
   consisted  of  $21  million in increased valuation  of  CBFA's
   restricted  redeemable stock and $10 million  in  professional
   fees  and other expenses.  The second unusual item was an  $11
   million  pre-tax  bad  debt  provision  increase  due   to   a
   customer's  bankruptcy.  This customer's  bankruptcy  has  not
   had a subsequent material negative impact on segment sales  or
   earnings performance.

        Operating earnings in the All Other segment decreased  to
   3.9%  of  net sales in both the second quarter and  first  six
   months  of  2001  versus 5.3% and 4.9% in the comparable  2000
   periods.   The  decreased operating margins  compared  to  the
   prior year periods were due primarily to increased fresh  meat
   case-ready  sales,  which  were at a  relatively  low  average
   margin  due  to the late spring 2001 startup of the  company's
   Goodlettsville, Tennessee, facility.

        The  latest  estimates  by  livestock  industry  analysts
   predict  that  full-year beef production in 2001  will  be  4%
   lower   than  in  2000  while  pork  production  in  2001   is
   forecasted to be equal to or slightly higher than in 2000.

                                  20

<table>
     COMPARATIVE SEGMENT RESULTS
     ---------------------------
       (in thousands)

                                    13 Weeks Ended        26 Weeks Ended
                               ----------------------    ---------------------
                                            Restated                 Restated
                               June 30,     June 24,     June 30,     June 24,
                                 2001         2000         2001         2000
                               ---------    ---------    ---------    ---------

                           <c>          <c>          <c>          <c>
  Net sales:
   Beef Carcass               $2,386,479   $2,257,999   $4,624,712   $4,485,263
   Beef Processing             2,224,968    2,162,461    4,293,899    4,185,441
   Pork                          729,824      705,003    1,413,881    1,360,205
   Foodbrands America            767,628      806,782    1,538,548    1,515,253
   All Other                     729,750      507,691    1,350,628    1,007,710
   Intersegment elimination   (2,479,345)  (2,171,070)  (4,735,727)  (4,329,615)
                               ---------    ---------    ---------    ---------
                              $4,359,304   $4,268,866   $8,485,941   $8,224,257
                               =========    =========    =========    =========

  Earnings from operations:
   Before nonrecurring
    and unusual items:
    Beef Carcass              $   59,164   $   22,609   $   72,742   $   64,662
    Beef Processing                4,962       45,080       (7,726)      58,399
    Pork                          20,722        3,674       43,757       29,872
    Foodbrands America            (4,992)       2,111       (9,868)      14,826
    All Other                     28,723       26,946       52,025       49,455
                               ---------    ---------    ---------    ---------
    Earnings from segments       108,579      100,420      150,930      217,214
    Corporate                    (14,610)      (3,385)      (5,585)      (3,828)
                               ---------    ---------    ---------    ---------
    Total Earnings            $   93,969   $   97,035   $  145,345   $  213,386
                               =========    =========    =========    =========

   After nonrecurring
    and unusual items:
    Beef Carcass              $   59,164   $   22,609   $   72,742   $   64,662
    Beef Processing                4,962       45,080       (7,726)      58,399
    Pork                          20,722        3,674       43,757       29,872
    Foodbrands America            (4,992)       2,111       (2,971)     (27,008)
    All Other                     28,723       26,946       52,025       49,455
                               ---------    ---------    ---------    ---------
    Earnings from segments       108,579      100,420      157,827      175,380
    Corporate                    (14,610)      (3,385)      (5,585)      (3,828)
                               ---------    ---------    ---------    ---------
    Total Earnings            $   93,969   $   97,035   $  152,242   $  171,552
                               =========    =========    =========    =========

</table>

     SALES

        Beef Carcass segment net sales increased 6% and 3% in the
   13-week   and  26-week  periods  ended  June  2001  from   the
   comparable  prior year periods.  The increase in  the  13-week
   period  was  due to a 7% increase in pounds of beef  carcasses
   sold  offset  by  a 1% decrease in average selling  prices  of
   beef  carcasses sold.  The increase in the 26-week period  was
   due  primarily to a 2% increase in average selling  prices  of
   beef carcasses sold along with a 1% increase in the pounds  of
   beef  carcasses sold.  At least 87% of Beef Carcass sales were
   intersegment  sales in the periods presented,  principally  to
   the Beef Processing segment.

        Beef  Processing segment net sales increased 3%  in  both
   the  13-week  and  26-week periods ended June  2001  from  the

                                 21

   comparable prior year periods.  Higher average selling  prices
   of  beef  products more than offset reductions  in  pounds  of
   beef products sold in both comparison periods.

        Pork  segment net sales increased 4% in both the  13-week
   and  26-week periods ended June 2001 from the comparable prior
   year  periods.   The increase for the 13-week period  was  due
   primarily  to a 10% increase in total pounds of pork  products
   sold  offset  by  a 6% decrease in average selling  prices  of
   pork.   The increase for the 26-week period was primarily  due
   to  a  7%  increase in average selling prices offset by  a  3%
   decrease in pounds of pork products sold.

        Foodbrands  America's net sales for  the  second  quarter
   2001  were 5% lower in comparison to the second quarter  2000,
   while   year-to-date  net  sales  increased   slightly.    The
   quarterly decrease in 2001 was mostly due to decreased  volume
   offset  by  a slightly higher average selling price.   In  the
   six  months  ended  June,  the 2001  net  sales  increase  was
   primarily  the  result of higher average prices  offset  by  a
   slight volume decrease.

        Net sales in the All Other segment increased 44% and  34%
   in  the  13-week and 26-week periods ended June 2001 from  the
   comparable  prior  year  periods.   The  increases  were   due
   primarily  to  current  year sales of case-ready  fresh  meats
   which  had  no prior year comparative sales.  An  increase  in
   the  average  selling price of beef hides also contributed  to
   the higher 2001 comparative sales.

        Net export sales increased slightly in the second quarter
   2001  from  the  year earlier period but were 2%  below  those
   recorded  through  the  first six months  of  2000.   Improved
   pricing and product mix factors in 2001 were offset by 8%  and
   5%  lower  second  quarter and year-to-date volume  of  pounds
   sold.   Net sales into Asia, which accounted for 71% of  total
   year-to-date  exports, decreased 8% on  a  year-to-date  basis
   from  the  prior year due to economic softness in the  region.
   Meanwhile,   sales  into  Mexico  improved  15%   year-to-date
   through   June  on  improved  pricing  and  a  slight   volume
   increase.   Net  export sales accounted for  12%  and  13%  of
   total  net  sales in the first six months of  2001  and  2000,
   respectively.

       COST OF PRODUCTS SOLD

        In the Beef Carcass segment, the cost of products sold in
   the  second  quarter and six months ended June 2001  increased
   3%  from  both  comparable 2000 periods.  Higher average  live
   cattle  prices, and higher energy costs were partially  offset
   by decreased beef volume.

        In the Beef Processing segment, the cost of products sold
   in   the  second  quarter  and  six  months  ended  June  2001
   increased 5% and 4% from the comparable 2000 periods.   Higher
   average  raw  material  costs, passed through  from  the  Beef
   Carcass  segment  due to the increase in live  cattle  prices,
   were  partially  offset by decreased volume of products  sold.


                                 22

   Higher  health  benefits,  workers'  compensation  and  energy
   costs contributed to higher 2001 plant costs.

        In  the  Pork segment, the cost of products sold  in  the
   second  quarter  and six months ended June 2001  increased  1%
   and  3%  from  the comparable 2000 periods.  Higher  live  hog
   prices  were  the principal reason for the higher 2001  costs,
   partially  offset by slightly lower volume in the year-to-date
   period.   Higher year-to-date 2001 plant costs were  primarily
   attributable to increased energy, payroll and benefit costs.

        Foodbrands America's second quarter cost of products sold
   decreased  3%  from the second quarter 2000, as  lower  volume
   offset  higher raw material costs.  Year-to-date 2001 cost  of
   products  sold increased 3% from the comparable  2000  period,
   due  primarily to higher raw material costs as well as  higher
   energy costs.

        In the All Other segment, costs in the second quarter and
   six  months  ended June 2001 increased 42% and  35%  from  the
   comparable 2000 periods.  This increase was primarily  due  to
   costs  incurred  in  the  fresh meat case-ready  division  for
   which  there  were  no  comparable 2000 costs,  as  case-ready
   operations  began  in  the  third  quarter  2000.   Elsewhere,
   higher  raw  material  costs were incurred  at  the  company's
   Canadian  beef  complex as well as in hide operations,  passed
   through from the Beef Carcass segment.


       SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

        Second quarter and year-to-date June 2001 expenses in the
   Beef  Carcass,  Beef Processing, Pork and All Other  segments,
   all  of  which incur allocated expenses from similar  sources,
   decreased  3%  and  4% from the comparable  2000  periods.   A
   refund  of  $2  million from the U.S. government  in  a  court
   settlement  for  prior  years' harbor maintenance  taxes  paid
   reduced  second quarter and six months' 2001 selling  expenses
   and  lower year-to-date June 2001 information technology costs
   were primary factors contributing to the reduced expenses.

        In  the  Foodbrands America segment, second quarter  2001
   operating  expenses decreased 9% over the second quarter  2000
   due  primarily  to  unusual  2000 items  that  included  a  $6
   million  DFG Foods adjustment and $3 million higher restricted
   stock  expense.   During the second quarter  2000,  DFG  Foods
   recorded  an  impairment  loss of $6  million  for  contingent
   consideration that was paid in the second quarter 2000,  based
   on  incorrect 1999 fiscal earnings.  Restricted stock expense,
   a  non-cash  item  related to Corporate Brand  Foods  America,
   Inc.,  was  $3 million higher in the second quarter 2000  than
   in  the second quarter 2001.  Excluding these items from 2000,
   operating  expenses  for  the second  quarter  2001  increased
   slightly from the prior year.

        Year-to-date  Foodbrands America 2001  expense  decreased
   14%  over  2000  due  in  part to  certain  unusual  and  non-
   recurring  items  impacting prior year.  Bad debt  expense  of
   $11  million  related  to  a customer bankruptcy  and  merger-
   related  costs  of $31 million were recognized  in  the  first
   quarter  2000.   Prior year 2000 expenses  also  included  the

                               23

   second   quarter  2000  $10  million  of  unusual  comparative
   expense   items  described  above.   Excluding  these   costs,
   selling, general and administrative expense for the first  six
   months  of  2001  increased  11% over  2000.   Higher  selling
   expenses,  due in part to rollouts of new product lines,  were
   the principal factor driving the increase.

        Corporate expenses increased to $15 million in the second
   quarter  from  $5  million  in the  second  quarter  2000  due
   primarily  to  increased variable stock options  expense.   In
   the  year-to-date  period  through  June,  corporate  expenses
   decreased  to $6 million in 2001 from $7 million in  2000  due
   primarily    to   lower   accrued   earnings-based   incentive
   compensation.

       INTEREST EXPENSE

        The  16% increase in net interest expense in 2001  versus
   the  six  months ended June 2000 was due primarily  to  a  13%
   increase   in   average  borrowings  in  2001  and   increased
   amortization  of  deferred  financing  costs  related  to  the
   company's $950 million nine-month revolving credit facility.

       INCOME TAXES

        The  company's effective tax rate through six  months  of
   2001  measured  39.0% versus 37.7% in the  same  2000  period.
   The  increase was due in part to the company's expectation  of
   reduced  foreign sales corporation benefits  in  2001  due  to
   decreased fresh meat margins.


   RECENT ACCOUNTING CHANGES

        In  July  2001, the Financial Accounting Standards  Board
   ("FASB")  issued Statements of Financial Accounting  Standards
   No.  141  (SFAS  141), "Business Combinations",  and  No.  142
   (SFAS 142), "Goodwill and Other Intangible Assets".

        SFAS  141 supercedes Accounting Principles Board  Opinion
   No.   16   (APB  16),  "Business  Combinations".    The   most
   significant  changes made by SFAS 141 are: (1) requiring  that
   the  purchase  method of accounting be used for  all  business
   combinations  initiated after June 30, 2001, (2)  establishing
   specific  criteria  for the recognition of  intangible  assets
   separately   from  goodwill,  and  (3)  requiring  unallocated
   negative  goodwill  to  be  written  off  immediately  as   an
   extraordinary gain (instead of being deferred and amortized).

        SFAS  142  supercedes APB 17, "Intangible Assets".   SFAS
   142  primarily  addresses  the  accounting  for  goodwill  and
   intangible  assets subsequent to their acquisition (i.e.,  the
   post-acquisition  accounting).  The  provisions  of  SFAS  142
   will  be  effective for fiscal years beginning after  December
   15,  2001.  The most significant changes made by SFAS 142 are:
   (1)  goodwill and indefinite lived intangible assets  will  no
   longer   be  amortized,  (2)  goodwill  will  be  tested   for
   impairment at least annually at the reporting unit level,  (3)


                             24

   intangible  assets deemed to have an indefinite life  will  be
   tested   for  impairment  at  least  annually,  and  (4)   the
   amortization  period of intangible assets  with  finite  lives
   will no longer be limited to forty years.

        Management has not yet determined the effect SFAS No. 141
   and 142 will have on IBP's consolidated financial position  or
   results of operations.

        The  company  adopted  Statement of Financial  Accounting
   Standards  No.  133  (FAS  133),  "Accounting  for  Derivative
   Instruments  and  Hedging Activities", on December  31,  2000.
   In  accordance with the transition provisions of FAS 133,  the
   company    recorded    a   net-of-tax   cumulative-effect-type
   adjustment of $13,106 (gain) in earnings to recognize at  fair
   value  all  derivatives  that  are  designated  as  fair-value
   hedging  instruments.  The company also recorded a  net-of-tax
   cumulative-effect-type  adjustment  of   $13,143   (loss)   in
   earnings  to  recognize the difference  (attributable  to  the
   hedged  risks) between the carrying values and fair values  of
   related  hedged  assets  and liabilities.   Additionally,  the
   company  recorded $78 net-of-tax loss in earnings  to  reflect
   the  fair value of derivatives that will not qualify as hedges
   under FAS 133.

        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 recognizes  revenue
   upon  delivery  to  customers.  Previously,  the  company  had
   recognized  revenue upon shipment to customers, in  accordance
   with  its  interpretation of Statement of Financial Accounting
   Concepts  No.  5,  Revenue and Recognition in  Measurement  in
   Financial  Statements of Business Enterprises. The  cumulative
   effect  of  the change on prior years resulted in a charge  to
   income  of $2,429 (net of income taxes of $1,489) or $.02  per
   share,  which  is included in income for the six months  ended
   June  24,  2000. The effect of the change on the  quarter  and
   six  months ended June 24, 2000 was to decrease income  before
   the  cumulative effect of the accounting change by $879  ($.01
   per share) and $2,342 ($0.02 per share), respectively.

        For  the  six  months ended June 24,  2000,  the  company
   recognized  $63,311  in  revenue  that  was  included  in  the
   cumulative  effect  adjustment as  of  January  1,  2000.  The
   effect  of  that  revenue  in the  six  months  ended  was  to
   increase  income by $2,429 (after reduction for  income  taxes
   of $1,489) during that period.


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

        Total  outstanding borrowings averaged $1,639 million  in
   the  first  six months of 2001 compared to $1,456  million  in
   the  comparable  2000  period.  Borrowings  outstanding  under
   committed and uncommitted credit facilities at June  30,  2001
   totaled  $1,023 million compared to $775 million  at  December
   30,   2000,   and  available  unused  credit  capacity   under
   committed facilities at June 30, 2001 was $40 million.   Since
   the closing of  Tyson's  cash tender offer,  the  company  has
   gained   access  to  Tyson's  $2.5  billion  corporate  credit

                               25

   facilities  and terminated its own $975 million  of  committed
   facilities.

        Cash  flows  used  by  operating activities  totaled  $22
   million  in  the  first six months of 2001  compared  to  cash
   flows  provided  of $109 million in the first  half  of  2000.
   Increased  accounts  receivable and reduced  accounts  payable
   and  accrued  liabilities  were the  primary  factors  in  the
   unfavorable cash flow variance to prior year.

        Year-to-date capital expenditures through June  30,  2001
   totaled  $196  million compared to $182 million in  the  first
   six  months  of 2000.  Major projects included renovations  of
   the  Goodlettsville, Tennessee, fresh meat case-ready facility
   that  began  production  in  the  second  quarter  2001,   and
   construction  of  a Council Bluffs, Iowa, cooked  meats  plant
   scheduled  to  begin production in the third quarter  2001,  a
   Foodbrands  America distribution center and a  finished  goods
   freezer.



                               26


                   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
     May 31, 2001, 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:             80,930,481
                          Votes withheld:         3,372,983

                   John S. Chalsty
                          Votes for:             80,790,791
                          Votes withheld:         3,512,673

                   Dr. Wendy L. Gramm
                          Votes for:             81,524,249
                          Votes withheld:         2,679,215

                   John J. Jacobson, Jr.
                          Votes for:             81,632,984
                          Votes withheld:         2,670,480

                   Eugene D. Leman
                          Votes for:             81,741,942
                          Votes withheld:         2,561,522

                   Martin A. Massengale
                          Votes for:             81,621,620
                          Votes withheld          2,681,844

                   Robert L. Peterson
                          Votes for:             80,770,189
                          Votes withheld:         3,533,275

                   JoAnn R. Smith
                          Votes for:             81,629,738
                          Votes withheld:         2,673,726

     (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:                        68,689,925
                 Against:                    15,391,572
                 Abstain:                       221,967


                                       27


Item 5.  Other Information
--------------------------

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

                                                26 Weeks Ended
                                             ---------------------
                                                          Restated
                                             June 30,     June 24,
                                               2001         2000
                                             --------      --------
        Earnings before income taxes
         and extraordinary item              $102,216      $128,602
        Total fixed charges                    64,359        57,437
        Capitalized interest                   (6,592)       (3,101)
        Earnings before fixed charges,        -------       -------
         income taxes and extraordinary
         item                                $159,983      $182,938
                                              =======       =======

        Ratio of earnings to fixed charges        2.5           3.2
                                                  ===           ===



Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

   (b)   Reports on Form 8-K

        No reports on Form 8-K were filed by the company during the
        quarter ended June 30, 2001.



                                 28

                           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)


    August 14, 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





                                   29