SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                                 FORM 10-K


             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 2001

                       Commission File number 1-9273

                        PILGRIM'S PRIDE CORPORATION
          (Exact name of registrant as specified in its charter)

DELAWARE                                                        75-1285071

(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)			       Identification No.)


     110 SOUTH TEXAS, PITTSBURG, TX                              75686-0093
(Address of principal executive offices)                         (Zip code)

Registrant's telephone number, including area code:  (903) 855-1000

Securities registered pursuant to Section 12 (b) of the Act:

                                                   Name of each exchange on
TITLE OF EACH CLASS                                        WHICH REGISTERED

Class A Common Stock, Par Value $0.01               New York Stock Exchange
Class B Common Stock, Par Value $0.01               New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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 (or for such shorter period that the
Registrant was required to file such  reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes  X  No

Indicate by check mark if disclosure of  delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein,  and  will not be contained,
to the best of Registrant's knowledge, in definitive proxy  or  information
statements incorporated by reference in Part III of this Form 10-K  or  any
amendment to this Form 10-K.  [X]







<PAGE>



The  aggregate market value of the Registrant's Class B Common Stock, $0.01
par value,  and  Class  A  Common  Stock,   $0.01  par  value, held by non-
affiliates of the Registrant as of November 15, 2001, was  $133,152,552 and
$41,760,798, respectively.  For purposes of the foregoing calculation only,
all directors, executive officers and 5% beneficial owners have been deemed
affiliates.

27,589,250 shares of the Registrant's Class B Common Stock, $.01 par value,
were outstanding as of November 15, 2001.

13,523,429 shares of the Registrant's Class A Common Stock, $.01 par value,
were outstanding as of November 15, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  Registrant's proxy statement for the annual  meeting  of
stockholders to be held January 30, 2002 are incorporated by reference into
Part III.






<PAGE>


                        PILGRIM'S PRIDE CORPORATION
                                 FORM 10-K
                             TABLE OF CONTENTS

                                  PART I
     PAGE
Item 1.  Business........................................................ 4
Item 2.  Properties......................................................22
Item 3.  Legal Proceedings...............................................26
Item 4.  Submission of Matters to a Vote of Security Holders.............27


                                  PART II
Item 5.  Market for Registrant's Common Stock and Related Security Holder
            Matters......................................................28
Item 6.  Selected Financial Data.........................................29
Item 7.  Management's Discussion and Analysis of Results of Operations and
         Financial Condition.............................................31
Item 7a. Quantitative and Qualitative Disclosures About Market Risk......38
Item 8.  Financial Statements and Supplementary Data
            (see Index to Financial Statements and Schedules below)......40
Item 9.  Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure.........................................40


                                 PART III
Item 10. Directors and Executive Officers of Registrant..................41
Item 11. Executive Compensation..........................................41
Item 12. Security Ownership of Certain Beneficial Owners and Management..41
Item 13. Certain Relationships and Related Transactions..................41


                                  PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.41
Signatures...............................................................48


                INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Report of Ernst & Young LLP, Independent Auditors........................49
Consolidated Balance Sheets as of September 29, 2001 and
   September 30, 2000....................................................50
Consolidated Statements of Income for the years ended
   September 29, 2001, September 30, 2000 and October 2, 1999............51
Consolidated Statements of Stockholders' Equity for the years ended
   September 29, 2001, September 30, 2000 and October 2, 1999............52
Consolidated Statements of Cash Flows for the years ended
   September 29, 2001, September 30, 2000 and October 2, 1999............53
Notes to Consolidated Financial Statements...............................54
Schedule II - Valuation and Qualifying Accounts for the years ended
   September 29, 2001, September 30, 2000 and October 2, 1999............67

                                  PART I

ITEM 1. BUSINESS

GENERAL

   We are the second  largest producer of poultry in both the United States
and Mexico and have one  of  the  best  known  brand  names  in the poultry
industry. In the United States, WE PRODUCE BOTH PREPARED AND FRESH  CHICKEN
AND  TURKEY, WHILE IN MEXICO, WE PRODUCE EXCLUSIVELY FRESH CHICKEN. THROUGH
VERTICAL  INTEGRATION,  WE  CONTROL  THE  BREEDING, HATCHING AND GROWING OF
CHICKENS AND TURKEYS AND THE PROCESSING, PREPARATION, PACKAGING AND SALE OF
OUR PRODUCT LINES, WHICH WE BELIEVE HAS MADE US ONE OF THE HIGHEST QUALITY,
LOWEST-COST  PRODUCERS OF POULTRY IN NORTH AMERICA.  WE  HAVE  CONSISTENTLY
APPLIED A LONG-TERM BUSINESS STRATEGY OF FOCUSING OUR GROWTH EFFORTS ON THE
HIGHER-VALUE,  HIGHER-MARGIN  PREPARED  FOODS  PRODUCTS  AND  HAVE BECOME A
RECOGNIZED INDUSTRY LEADER IN THIS MARKET SEGMENT.  ACCORDINGLY,  OUR SALES
EFFORTS  HAVE  TRADITIONALLY  BEEN  TARGETED  TO  THE FOODSERVICE INDUSTRY,
PRINCIPALLY  CHAIN RESTAURANTS AND FOOD PROCESSORS.  SOME  OF  OUR  LARGEST
CUSTOMERS INCLUDE  WENDY'S(TM), STOUFFERS(TM), ARBY'S(TM), KFC(TM) AND WAL-
MART(TM). WE HAVE CONTINUALLY  MADE INVESTMENTS TO ENSURE THAT OUR PREPARED
FOODS  CAPABILITIES REMAIN STATE-OF-THE-ART  AND  HAVE  COMPLEMENTED  THESE
INVESTMENTS  WITH  A  SUBSTANTIAL  AND  SUCCESSFUL RESEARCH AND DEVELOPMENT
EFFORT. IN FISCAL 2001, WE SOLD 2.6 BILLION  POUNDS  OF DRESSED CHICKEN AND
296.1  MILLION  POUNDS OF DRESSED TURKEY AND GENERATED NET  SALES  OF  $2.2
BILLION AND EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION,
("EBITDA")  OF  $147.7  MILLION.   IN  FISCAL  2001,  OUR  U.S.  OPERATIONS
ACCOUNTED FOR 85.4% OF OUR NET SALES, WITH THE REMAINING 14.6% ARISING FROM
OUR MEXICO OPERATIONS.

   On January 27, 2001, we acquired WLR Foods, Inc. (formerly Nasdaq: WLRF)
for $239.5 million and the assumption of $45.5 million of indebtedness. WLR
FOODS WAS THE SEVENTH  LARGEST  POULTRY  COMPANY  IN THE UNITED STATES WITH
$836.9  MILLION  OF  REVENUE  IN  CALENDAR YEAR 2000. THE  ACQUISITION  WAS
ACCOUNTED FOR AS A PURCHASE. THE WLR FOODS ACQUISITION PROVIDED US WITH (1)
CHICKEN  PROCESSING  FACILITIES IN THE  EASTERN  UNITED  STATES,  WHERE  WE
PREVIOUSLY HAD NO FACILITIES, WHICH CAN DELIVER POULTRY PRODUCTS WITHIN ONE
DAY TO MARKETS ACCOUNTING FOR APPROXIMATELY 40% OF THE U.S. POPULATION; (2)
SIGNIFICANT OPPORTUNITIES  TO  REALIZE  SYNERGIES BETWEEN WLR FOODS AND OUR
PRE-EXISTING CHICKEN OPERATIONS; AND (3)  DIVERSIFICATION  OF  OUR  REVENUE
STREAM INTO THE $8 BILLION TURKEY INDUSTRY, WHERE WE CAN CAPITALIZE ON  OUR
PREPARED  FOODS  PROCESSING EXPERTISE. TO DATE, WE ARE ACTIVELY INTEGRATING
THE WLR FOODS OPERATIONS  AND  HAVE  REALIZED  SIGNIFICANT  ANNUALIZED COST
SAVINGS AND BELIEVE OPPORTUNITIES FOR SIGNIFICANT ADDITIONAL  COST  SAVINGS
EXIST  AS  OUR  INTEGRATION EFFORTS CONTINUE. CURRENTLY, WLR FOODS' CHICKEN
SALES MIX CONSISTS MOSTLY OF LOWER MARGIN FRESH CHICKEN PRODUCTS.  HOWEVER,
WE INTEND TO CONVERT WLR FOODS' CHICKEN SALES INTO HIGHER MARGIN, FRESH AND
PREPARED CHICKEN  PRODUCTS.  BY CONSISTENT AND CONTINUED APPLICATION OF OUR
LONG-TERM BUSINESS STRATEGY TO  BOTH OUR RECENTLY ACQUIRED AND OUR EXISTING
FRESH CHICKEN MIX, WE BELIEVE THAT  OUR  OVERALL PRODUCT MIX WILL RETURN TO
THE LEVELS EXISTING PRIOR TO THE WLR FOODS ACQUISITION WITHIN THREE YEARS.

   OUR OBJECTIVES ARE (1) TO INCREASE SALES,  PROFIT  MARGINS  AND EARNINGS
AND (2) OUTPACE THE GROWTH OF, AND MAINTAIN OUR LEADERSHIP POSITION IN, THE
POULTRY INDUSTRY. TO ACHIEVE THESE GOALS, WE PLAN TO CONTINUE TO PURSUE THE
FOLLOWING  STRATEGIES  AND APPLY THESE STRATEGIES TO THE RECENTLY  ACQUIRED
WLR FOODS OPERATIONS:

   - CAPITALIZE ON ATTRACTIVE  U.S.  PREPARED  FOODS  MARKET.  We focus our
     U.S. growth initiatives on sales of prepared foods  to the foodservice
     market because it continues to be one of the fastest  growing and most
     profitable  segments  in the poultry industry. Products sold  to  this
     market segment require  further processing, which enables us to charge
     a premium for our products,  reduces  the  impact  of  feed ingredient
     costs  on  our  profitability  and improves and stabilizes our  profit
     margins. Feed ingredient costs typically  decrease  from approximately
     30-50%  of  total  production  cost  for  fresh  chicken  products  to
     approximately  16-25%  for  prepared  chicken  products. Our sales  of
     prepared chicken products to the foodservice market  grew  from $349.0
     million  in fiscal 1997 to $642.2 million in fiscal 2001, a compounded
     annual growth  rate  of 16.5%. In addition, these sales increased as a
     percentage of our total  U.S.  chicken  revenues  from  40.5% to 43.6%
     during  the  same five-year period. As a result of the acquisition  of
     WLR Foods, whose  operations  were  focused primarily on fresh chicken
     products, this percentage has decreased  to 43.6% from 56.5% in fiscal
     2000.  Over  the  last 24 months, we have invested  approximately  $79
     million to  expand  our prepared foods operations, which increased our
     prepared foods production  capacity  by  approximately 50%. We believe
     that  we  will  realize the benefits from this  additional  production
     capacity over the next 18 to 24 months and that these investments will
     be the primary investments  necessary  to  enable  us  to  return  the
     percentage  of  our  overall  product  mix derived from prepared foods
     products to the levels existing before the acquisition of WLR Foods.

      - EMPHASIZE CUSTOMER-DRIVEN RESEARCH AND TECHNOLOGY.  We have a long-
     standing reputation for customer-driven  research  and  development in
     designing   new   products   and   implementing   advanced  processing
     technology.   This  enables us to better meet our customers'  changing
     needs for product innovation,  consistent quality and cost efficiency.
     In particular, customer-driven research and development is integral to
     our growth strategy for the prepared  foods  market in which customers
     continue  to  place  greater importance on value-added  services.  Our
     research  and  development   personnel   often   work   directly  with
     institutional  customers  in developing products for these  customers,
     which we believe helps promote  long-term relationships. Approximately
     $248.0  million,  or  24.1%,  of  our  chicken  sales  to  foodservice
     customers in fiscal 2001 consisted of products that we did not sell in
     fiscal 1997.

     -    ENHANCE  U.S.  FRESH CHICKEN PROFITABILITY  THROUGH  VALUE-ADDED,
     BRANDED  PRODUCTS.   Our U.S. fresh chicken sales accounted for $612.5
     million, or 41.6%, of  our  U.S.  chicken  sales  for fiscal 2001.  In
     addition to maintaining the sales of mature, traditional fresh chicken
     products, our strategy is to shift the mix of our U.S.  fresh  chicken
     products  by  continuing  to  increase  sales of higher margin, faster
     growing products, such as marinated chicken and chicken parts. Most of
     our   fresh   chicken   products   are   sold  under   the   Pilgrim's
     Pride<reg-trade-mark>  brand name, which is  one  of  the  best  known
     brands in the chicken industry.

     - IMPROVE OPERATING EFFICIENCIES  AND  INCREASE  CAPACITY  ON  A COST-
     EFFECTIVE  BASIS.   As production and sales grow, we continue to focus
     on improving operating  efficiencies  by investing in state-of-the-art
     technology, processes and training and  our  total  quality management
     program. Specific initiatives include:

     - standardizing lowest-cost production processes across our various
     facilities;

     - centralizing purchasing and other shared services; and

     - upgrading technology where appropriate.

     In  addition,  we  have a proven history of increasing capacity  while
     improving operating  efficiencies  at  acquired properties both in the
     U.S. and Mexico. As a result, according  to  industry data, since 1993
     we have consistently been one of the lowest cost  producers of chicken
     in  the  U.S.,  and  we  also  believe we are one of the  lowest  cost
     producers  of  chicken  in Mexico.  With  respect  to  our  WLR  Foods
     acquisition, we have already  begun  realizing  significant  operating
     efficiencies by reducing administrative expenses and focusing  on live
     production   and  plant  operations,  sales,  marketing,  freight  and
     procurement. To  date,  we  have  realized significant annualized cost
     savings  with  WLR  Foods  and believe  additional  opportunities  for
     significant cost savings exist.

   - CONTINUE TO PENETRATE THE GROWING MEXICAN MARKET.  We seek to leverage
     our leading market position  and  reputation for freshness and quality
     in Mexico by focusing on the following four objectives:

     - to be one of the most cost-efficient  producers  and  processors of
       chicken in Mexico by  applying technology and expertise utilized in
       the  U.S.;

     - to  continually  increase our distribution of higher margin,  more
       value-added products to  national retail stores and restaurants;

     - to continue to build  and  emphasize brand awareness and capitalize
       on Mexican consumers' preference for branded  products  and  their
       insistence on freshness and quality; and

     - to ensure  that,  as  Mexican  tariffs  on  imported chicken  are
       eliminated by 2003, a significant portion of the chicken imported
       from the  U.S.  will  be distributed through our existing and
       planned distribution facilities.  The  location  of  our  U.S.
       operations in the Southwest gives us a strategic  advantage  to
       capitalize on exports of  U.S.  chicken  to Mexico.

   - LEVERAGE OUR RECENTLY  ACQUIRED  TURKEY OPERATIONS.  We seek to take
     advantage of our leading market position  and  reputation  as  a  high
     quality,  high  service  provider of chicken products to purchasers of
     turkey products by focusing on the following four objectives:

     - to  cross-sell  prepared turkey  products  to  existing  chicken
       customers;

     - to  develop  new  and   innovative   prepared  turkey  products  by
       capitalizing on our research   and development expertise;

     - to improve operating efficiencies in our  turkey  operations  by
       applying proven management  methodologies and techniques employed
       historically in our chicken operations; and

     - to capitalize on the unique opportunity to establish, develop and
       market turkey products  under  the  Pilgrim's  Pride<reg-trade-mark>
       brand name.

   - CAPITALIZE ON EXPORT OPPORTUNITIES.  We intend to continue to  focus
     on international opportunities  to  complement  our  U.S.  poultry
     operations  and  capitalize on attractive export markets. According to
     the USDA, the export of U.S. poultry products has grown 25.5% and 4.6%
     for chicken and turkey,  respectively,  from  1996  through  2000.  We
     believe  that  U.S. poultry exports will continue to grow as worldwide
     demand increases  for  high-grade, low-cost protein sources. According
     to USDA data, the export  market is expected to grow at 57.7% and 8.1%
     for chicken and turkey, respectively, from 2000 to 2005. Historically,
     we have targeted international  markets  to generate additional demand
     for our chicken and turkey dark meat, which is a natural by-product of
     our U.S. operations given our concentration on prepared foods products
     and the U.S. customers' general preference  for white meat. As part of
     this   initiative,   we  have  created  a  significant   international
     distribution network into  several markets, including Mexico, which we
     now utilize not only for dark  meat distribution, but also for various
     higher margin prepared foods and other poultry products. Historically,
     WLR Foods has utilized a direct  international sales force compared to
     our  primary use of export brokers.   Our  key  international  markets
     include  Canada,  Mexico,  Eastern Europe and the Far East. We believe
     that we have substantial opportunities  to  expand  our sales to these
     markets   by   capitalizing   on   WLR   Foods'  direct  international
     distribution  channels  supplemented  by our  existing  export  broker
     relationships. Exports accounted for approximately  5.1%  of  our  net
     sales in fiscal 2001.

   Our chicken products consist primarily of:

   (1)    Prepared  chicken  products,  which are products such as portion-
   controlled  breast  fillets,  tenderloins   and   strips,   delicatessen
   products,  frankfurters, salads, formed nuggets and patties and  bone-in
   chicken parts. These products are sold either refrigerated or frozen and
   may be fully  cooked,  partially  cooked  or  raw.  In  addition,  these
   products  are  breaded  or  non-breaded and either pre-marinated or non-
   marinated.

   (2) Fresh chicken, which is refrigerated  (non-frozen)  whole  or cut-up
   chicken  sold  to the foodservice industry either pre-marinated or  non-
   marinated.  Fresh  chicken  also  includes  prepackaged  chicken,  which
   includes various  combinations  of  freshly refrigerated, whole chickens
   and chicken parts in trays, bags or other  consumer  packs  labeled  and
   priced ready for the retail grocer's fresh meat counter.

   (3)  Export  and  other  products,  which are primarily parts and whole
   chicken, either refrigerated or frozen for U.S. export or domestic use.

   (4) Our Mexico products consist primarily  of  value-added products such
   as eviscerated chicken and chicken parts and basic  products such as New
   York  dressed (whole chicken with only feathers and blood  removed)  and
   live birds.

   Our turkey products consist primarily of:

   (1)  Prepared  turkey  products,  which  are  products  such  as  turkey
   sausages,  ground  turkey,  turkey hams and roasts, ground turkey breast
   products, frankfurters, salads and flavored turkey burgers. We also have
   an array of cooked, further processed deli products.

   (2)  Fresh  turkey,  which  includes  fresh  traypack  products,  turkey
   burgers, frankfurters and fresh and frozen whole birds, as well as semi-
   boneless  whole  turkey, which  has  all  bones  except  the  drumsticks
   removed.

   (3)  Export  and other  products,  which  are  parts  and  whole  turkey
   products, either  refrigerated  or  frozen,  and  frankfurters  for U.S.
   export or domestic use.

   Our chicken and turkey products are sold primarily to:

   (1)   Foodservice   customers,   which   are  customers  such  as  chain
   restaurants, food processors, foodservice distributors and certain other
   institutions. We sell to our foodservice customers products ranging from
   portion-controlled  refrigerated  poultry  parts   to  fully-cooked  and
   frozen, breaded or non-breaded poultry parts or formed products.

   (2) Retail customers, which are customers such as grocery  store chains,
   wholesale  clubs  and  other retail distributors. We sell to our  retail
   customers branded, pre-packaged  cut-up  and  whole  poultry,  and fresh
   refrigerated or frozen whole poultry and poultry parts in trays, bags or
   other consumer packs.





<PAGE>



   The  following table sets forth, for the periods since fiscal 1997,  net
sales attributable  to each of our primary product lines and markets served
with those products.  Consistent  with  our  long-term  strategy,  we  have
emphasized our U.S. growth initiatives on sales of prepared foods products,
primarily  to  the  foodservice  market,  because  this  product and market
segment  has  experienced,  and  we  believe  will  continue to experience,
greater  growth  than fresh chicken products. We based  the  table  on  our
internal sales reports  and  their  classification  of  product  types  and
customers.







<PAGE>
<TABLE>
<CAPTION>


                              	FISCAL YEAR ENDED
<CAPTION>
                       Sept. 29   Sept. 30,   Oct. 2,   Sept. 26   Sept. 27,
                        2001(a)      2000      1999     1998        1997
<S>                   <C>    <C>  <C>   <C>  <C>  <C>   <C>  <C>   <C>   <C>
                      (52 WEEKS)  (52 WEEKS) (53 WEEKS) (52WEEKS)  (52WEEKS)
U.S. Chicken Sales:                   (IN THOUSANDS)
   Prepared Foods:
      Foodservice      $642,220   $593,586   $528,566   $420,396    $348,961
      Retail            111,969     48,059     28,275     46,400      42,289
        Total Prepared
          Foods         754,189    641,645    556,841    466,796     391,250

   Fresh Chicken:
      Foodservice       387,836    202,297    205,997    220,804     259,349
      Retail            224,693    148,977    163,387    162,283     153,554
        Total Fresh
          Chicken       612,529    351,274    369,384    383,087     412,903

   Export and Other     105,622     57,468     37,271     64,469      56,784
        Total
          U.S.Chicken 1,472,340  1,050,387    963,496    914,352     860,937

MEXICO CHICKEN SALES    323,678    307,362    254,500    278,087     274,997
    Total Chicken
          Sales       1,796,018  1,357,749  1,217,996  1,192,439   1,135,934

U.S. TURKEY SALES:
   Prepared Foods:
      Foodservice        90,777         --         --         --          --
      Retail             48,407         --         --         --          --
          Total         139,184         --         --         --          --
Prepared Foods
   Fresh Turkey:
      Foodservice        18,614          --         --         --         --
      Retail             69,557          --         --         --         --
        Total Fresh
           Turkey        88,171          --         --         --         --

   Export and Other      11,480          --         --         --         --
        Total U.S.
           Turkey Sales 238,835          --         --         --         --

SALES OF OTHER
   U.S. PRODUCTS        179,859     141,690    139,407    139,106    141,715
   Total Net Sales   $2,214,712  $1,499,439 $1,357,403 $1,331,545 $1,277,649

(a)   The acquisition  of WLR Foods on January 27, 2001 has been accounted
for as a purchase,  and  the  results  of operations  for this acquisition
have  been  included in our consolidated results of operations since the acquisition date.

</TABLE>





<PAGE>


   The following table sets forth, since fiscal 1997, the percentage of net
U.S. chicken and turkey sales  attributable  to each of our primary product
lines and the markets serviced with those products.  We based the table and
related  discussion on our internal sales reports and their  classification
of product types and customers.

<TABLE>
<CAPTION>
                                 FISCAL YEAR ENDED
<S>                     <C>         <C>        <C>        <C>        <C>
U.S. Chicken Sales:
 Prepared Foods:
    Foodservice          43.6%       56.5%      54.9%      46.0%       40.5%
    Retail                7.6         4.6        2.9        5.1         4.9
      Total Prepared
         Foods           51.2        61.1       57.8       51.1        45.4
 Fresh Chicken:
    Foodservice          26.3        19.2       21.3       24.2        30.1
    Retail               15.3        14.2       17.0       17.7        17.9
       Total Fresh
          Chicken        41.6        33.4       38.3       41.9        48.0
 Export and Other         7.2         5.5        3.9        7.0         6.6
Total U.S. Chicken
   Sales Mix            100.0%      100.0%     100.0%     100.0%      100.0%
</TABLE>

<TABLE>
<CAPTION>
                                 FISCAL YEAR ENDED
                       Sept. 29   Sept. 30,   Oct. 2,   Sept. 26   Sept. 27,
                        2001(a)      2000      1999     1998        1997
<S>                   <C>    <C>  <C>   <C>  <C>  <C>   <C>  <C>   <C>   <C>
U.S. Turkey Sales:
 Prepared Foods:
    Foodservice          38.0%        --        --         --          --
    Retail               20.3         --        --         --          --
       Total Prepared
          Foods          58.3         --        --         --          --
 Fresh Turkey:
   Foodservice            7.8         --        --         --          --
   Retail                29.1         --        --         --          --
       Total Fresh
          Turkey         36.9         --        --         --          --
   Export and Other       4.8         --        --         --          --
Total U.S. Turkey
   Sales Mix            100.0%        --        --         --          --

(a)  The acquisition   of  WLR Foods on January 27, 2001 has been accounted
for  as  a purchase, and the results  of operations  for  this acquisition
have  been  included in our consolidated results of operations since the acquisition date.

</TABLE>




<PAGE>


                               UNITED STATES

PRODUCT TYPES

  CHICKEN PRODUCTS

     PREPARED FOODS OVERVIEW.   During  fiscal  2001, $754.2 million of our
net  U.S.  chicken  sales  were in prepared foods products  to  foodservice
customers and retail distributors,  as compared to $391.3 million in fiscal
1997. These numbers reflect the strategic  focus for our growth. The market
for prepared chicken products has experienced, and we believe will continue
to  experience,  greater growth, higher average  sales  prices  and  higher
margins than fresh  chicken  products. Also, the production and sale in the
U.S. of prepared foods products  reduce  the  impact  of  the costs of feed
ingredients  on  our  profitability. Feed ingredient costs are  the  single
largest  component  of  our   chicken  cost  of  goods  sold,  representing
approximately 29.9% of our U.S.  cost  of  goods  sold  for  the year ended
September  29,  2001.  The production of feed ingredients is positively  or
negatively affected primarily by weather patterns throughout the world, the
global level of supply inventories and demand for feed ingredients, and the
agricultural policies of  the  United  States  and  foreign governments. As
further processing is performed, feed ingredient costs  become a decreasing
percentage  of  a product's total production cost, thereby  reducing  their
impact on our profitability. Products sold in this form enable us to charge
a premium, reduce  the impact of feed ingredient costs on our profitability
and improve and stabilize our profit margins.

     We establish prices  for our prepared chicken products based primarily
upon  perceived value to the  customer,  production  costs  and  prices  of
competing  products.  The  majority  of these products are sold pursuant to
agreements  with  varying terms that either  set  a  fixed  price  for  the
products or set a price  according  to  formulas  based  on  an  underlying
commodity market, subject in many cases to minimum and maximum prices.

      FRESH  CHICKEN  OVERVIEW.  Our fresh chicken business is an important
component of our sales  and  accounted for $612.5 million, or 41.6%, of our
total U.S. chicken sales for fiscal 2001.  In addition to maintaining sales
of mature, traditional fresh chicken products, our strategy is to shift the
mix of our U.S. fresh chicken  products  by continuing to increase sales of
higher  margin,  faster growing products, such  as  marinated  chicken  and
chicken parts.

     Most fresh chicken  products  are  sold to established customers based
upon certain weekly or monthly market prices reported by the USDA and other
public price reporting services, plus a markup, which is dependent upon the
customer's location, volume, product specifications  and  other factors. We
believe our practices with respect to sales of fresh chicken  are generally
consistent  with  those  of  our competitors. Prices of these products  are
negotiated daily or weekly and  are  generally  related  to  market  prices
quoted by the USDA or other public reporting services.

      EXPORT  AND  OTHER  CHICKEN  PRODUCTS OVERVIEW.  Our export and other
products consist of whole chickens and  chicken  parts  sold  primarily  in
bulk,  non-branded  form either refrigerated to distributors in the U.S. or
frozen for distribution  to  export  markets. In fiscal 2001, approximately
$105.6 million of our sales were attributable  to  U.S.  chicken export and
other.   These   exports   and   other  products  have  historically   been
characterized by lower prices and  greater  price  volatility than our more
value-added product lines.

  TURKEY PRODUCTS

      PREPARED  FOODS  OVERVIEW.   During fiscal 2001, $139.2  million,  or
58.3%, of our total turkey sales were  prepared  turkey  products  sold  to
foodservice  customers  and  retail  distributors.  Like  the  U.S. chicken
markets,  the  market for prepared turkey products has experienced  greater
growth and higher margins than fresh turkey products and the production and
sale of prepared  turkey  products  reduce  the impact of the costs of feed
ingredients  on our profitability. Feed ingredient  costs  are  the  single
largest component  of  our turkey division cost of goods sold, representing
approximately 29.5% of our  turkey  cost  of  goods  sold  in  fiscal 2001.
Similarly  with  the  chicken business, as further processing is performed,
feed ingredient costs become  a  decreasing percentage of a product's total
production cost, thereby reducing their impact on our profitability.

     We establish prices for our prepared  turkey  products based primarily
upon  perceived  value  to  the customer, production costs  and  prices  of
competing products. The majority  of  these  products  are sold pursuant to
agreements with varying terms that either set a fixed price  or are subject
to a market driven formula.

      FRESH  TURKEY  OVERVIEW.   Our  fresh turkey business is an important
component of our sales and accounted for  $88.2  million,  or 36.9%, of our
total  turkey  sales  in  fiscal  2001.  As is typical for the industry,  a
significant  portion of the sales of fresh  and  frozen  whole  turkeys  is
seasonal  in  nature,  with  the  height  of  sales  occurring  during  the
Thanksgiving and  Christmas  holidays.  In addition to maintaining sales of
mature, traditional fresh turkey products, our strategy is to shift the mix
of our fresh turkey products by continuing  to  increase  sales  of  higher
margin,  faster  growing  value-added  turkey products, such as deli meats,
ground turkey, turkey burgers and sausage, roasted turkey, frankfurters and
salads and a new line of flavored turkey burgers.

     Most fresh turkey products are sold  to established customers pursuant
to agreements with varying terms that either  set  a  fixed  price  or  are
subject  to  a market driven formula with some agreements based upon market
prices reported by the USDA and other public price reporting services, plus
a markup, which  is dependent upon the customer's location, volume, product
specifications and  other factors. We believe our practices with respect to
sales of fresh turkey are
generally consistent  with  those of our competitors with similar programs.
Prices of these products are generally negotiated daily or weekly.

     EXPORT AND OTHER TURKEY  PRODUCTS  OVERVIEW.   Our  export  and  other
products  consist  primarily  of  turkey parts sold primarily in bulk, non-
branded form frozen for distribution to export markets and refrigerated and
frozen frankfurters sold in a branded  form.  In fiscal 2001, approximately
$11.5  million,  or 5.1%, of our total turkey sales  were  attributable  to
export and other sales.  These exports and other products have historically
been characterized by lower  prices  and  greater price volatility than our
more value-added product lines.

MARKETS FOR CHICKEN PRODUCTS

     FOODSERVICE.  The majority of our U.S.  chicken sales are derived from
products sold to the foodservice market. This  market  principally consists
of  chain  restaurants,  food  processors  and  certain other  institutions
located  throughout  the  continental United States.  We  are  the  largest
supplier of chicken to Wendy's<reg-trade-mark> and
Stouffers<reg-trade-mark>, and we are a major supplier of chicken to Burger
King<reg-trade-mark>, Arby's<reg-trade-mark>, and  KFC<reg-trade-mark>. We
supply chicken products ranging from portion-controlled refrigerated
chicken parts to fully cooked and frozen, breaded or non-breaded chicken
parts or formed products.

     We believe Pilgrim s Pride is well-positioned  to  be  the  primary or
secondary supplier to many national and international chain restaurants who
require  multiple suppliers of chicken products. Additionally, we are  well
suited to  be  the  sole  supplier  for  many  regional  chain restaurants.
Regional  chain restaurants often offer better margin opportunities  and  a
growing base of business.

     We believe we have significant competitive strengths in terms of full-
line product  capabilities, high-volume production capacities, research and
development expertise  and  extensive distribution and marketing experience
relative to smaller and to non-vertically  integrated  producers. While the
overall chicken market has grown consistently, we believe  the  majority of
this  growth  in recent years has been in the foodservice market. According
to the National Chicken Council, during the 1996 through 2000 period, sales
of chicken products  to  the foodservice market grew at a compounded annual
growth rate of approximately  7.8%,  versus  3.3%  growth  for  the chicken
industry  overall.  Foodservice growth is anticipated to continue as  food-
away-from-home expenditures  continue  to  outpace  overall industry rates.
According  to  the  National  Restaurant  Association,  food-away-from-home
expenditures grew at a compounded annual growth rate of approximately  5.3%
during  the  1996  through  2000 period and are projected to grow at a 4.3%
compounded annual growth rate  from  2000  through  2010.  As a result, the
food-away-from-home  category  is  projected  by  the  National  Restaurant
Association  to  account  for  53%  of total food expenditures by 2010,  as
compared with 46% in 2000. Our sales  to the foodservice market from fiscal
1997 through fiscal 2001 grew at a compounded  annual  growth rate of 14.1%
and  represented 70.0% of the net sales of our U.S. chicken  operations  in
fiscal 2001.

     FOODSERVICE  -  PREPARED  FOODS.   THE  majority  of  our sales to the
foodservice market consist of prepared foods products. Our prepared chicken
products sales to the foodservice market were $642.2 million in fiscal 2001
compared to $349.0 million in fiscal 1997, a compounded annual  growth rate
of  approximately  16.5%.   We  attribute  this growth in sales of prepared
chicken products to the foodservice market to a number of factors:

     FIRST, there has been significant growth  in the number of foodservice
operators offering chicken on their menus and the  number  of chicken items
offered.

      SECOND,  foodservice  operators are increasingly purchasing  prepared
chicken products, which allow  them  to  reduce labor costs while providing
greater  product  consistency, quality and variety  across  all  restaurant
locations.

     THIRD, there is  a  strong need among larger foodservice companies for
an alternative or additional  supplier  to  our principal competitor in the
prepared  chicken products market. A viable alternative  supplier  must  be
able to ensure  supply,  demonstrate innovation and new product development
and provide competitive pricing.  We  have been successful in our objective
of becoming the alternative supplier of  choice  by  being  the  primary or
secondary  prepared  chicken  products  supplier  to many large foodservice
companies because:

   - We  are vertically integrated, giving us control  over  supply  of
     chicken and chicken parts;

   - Our further  processing  facilities  are particularly well suited to
     the high-volume production runs necessary to meet the capacity and
     quality  requirements  of the foodservice market; and

   - We  have  established  a reputation for dependable quality, highly
     responsive service and excellent technical support.

     FOURTH, as a result of the experience  and  reputation  developed with
larger  customers,  we  have increasingly become the principal supplier  to
mid-sized foodservice organizations.

     FIFTH, our in-house  product  development  group  follows  a customer-
driven  research and development focus designed to develop new products  to
meet customers'  changing  needs.  Our  research  and development personnel
often work directly with institutional customers in developing products for
these customers. Approximately $248.0 million, or 24.1%,  of  our  sales to
foodservice  customers in fiscal 2001 consisted of new products which  were
not sold by us in fiscal 1997.

     SIXTH, we  are  a  leader in utilizing advanced processing technology,
which  enables  us  to  better   meet  our  customers'  needs  for  product
innovation, consistent quality and cost efficiency.

      FOODSERVICE  -  FRESH  CHICKEN.    We   produce   and  market  fresh,
refrigerated  chicken  for  sale  to U.S. quick-service restaurant  chains,
delicatessens and other customers. These chickens have the giblets removed,
are usually of specific weight ranges,  and are usually pre-cut to customer
specifications.  They are often marinated  to  enhance  value  and  product
differentiation. By growing and processing to customers' specifications, we
are able to assist quick-service restaurant chains in controlling costs and
maintaining quality  and  size  consistency  of  chicken pieces sold to the
consumer.

     RETAIL.  The retail market consists primarily of grocery store chains,
wholesale clubs and other retail distributors. We  concentrate  our efforts
in this market on sales of branded, prepackaged cut-up and whole chicken to
grocery   store   chains   and   retail  distributors  in  the  midwestern,
southwestern, western and, since the  acquisition  of  WLR  Foods,  eastern
regions of the United States.  This regional marketing focus enables  us to
develop  consumer brand franchises and capitalize on proximity to the trade
customer in  terms  of  lower transportation costs, more timely, responsive
service, and enhanced product  freshness.  For  a  number of years, we have
invested  in  both trade and retail marketing designed  to  establish  high
levels of brand name awareness and consumer preferences.

     We utilize  numerous  marketing  techniques, including advertising, to
develop  and strengthen trade and consumer  awareness  and  increase  brand
loyalty   for    consumer    products    marketed   under   the   Pilgrim's
Pride<reg-trade-mark>  brand. Our founder,  Lonnie  "Bo"  Pilgrim,  is  the
featured spokesman in our  television,  radio  and print advertising, and a
trademark cameo of a person wearing a Pilgrim's  hat  serves as the logo on
all  of  our  primary  branded  products.  As  a  result of this  marketing
strategy,   Pilgrim's  Pride  is  a  well-known  brand  name   in   several
southwestern markets, including Dallas/Fort Worth, Houston and San Antonio,
Texas, Oklahoma  City, Oklahoma, Denver, Colorado, Phoenix, Arizona and Los
Angeles and San Diego,  California.  We  believe our efforts to achieve and
maintain  brand  awareness  and  loyalty  help   to   provide  more  secure
distribution  for  our  products.  We  also  believe our efforts  at  brand
awareness generate greater price premiums than  would otherwise be the case
in  certain southwestern markets. We also maintain  an  active  program  to
identify  consumer  preferences.  The program primarily consists of testing
new product ideas, packaging  designs  and methods through taste panels and
focus groups located in key geographic markets.

      RETAIL  - PREPARED FOODS.  We sell retail-oriented  prepared  chicken
products primarily  to  grocery  store  chains  located in the  midwestern,
southwestern,  western and, since the acquisition  of  WLR  Foods,  eastern
regions of the U.S.  We believe that our growth in this market segment will
remain relatively modest,  however, as we concentrate our efforts primarily
on the faster-growing, higher-margin foodservice market segment.

      RETAIL - FRESH CHICKEN.   Our  prepackaged  retail  products  include
various  combinations  of  freshly refrigerated, whole chickens and chicken
parts in trays, bags or other  consumer  packs labeled and priced ready for
the retail grocer's fresh meat counter. We  believe the retail, prepackaged
fresh chicken business will continue to be a  large  and  relatively stable
market,  providing opportunities for product differentiation  and  regional
brand loyalty.

     EXPORT  AND  OTHER  CHICKEN  PRODUCTS.   Our  export and other chicken
products  consist  of whole chickens and chicken parts  sold  primarily  in
bulk, non-branded form  either  refrigerated to distributors in the U.S. or
frozen for distribution to export  markets.  In  the  U.S., prices of these
products are negotiated daily or weekly and are generally related to market
prices quoted by the USDA or other public price reporting services. We also
sell U.S.-produced chicken products for export to Canada,  Mexico,  Eastern
Europe,  the  Far  East  and  other  world  markets.  Historically, we have
targeted  international  markets  to  generate additional  demand  for  our
chicken  dark meat which is a natural by-product  of  our  U.S.  operations
given our  concentration on prepared foods products and the U.S. customers'
general preference  for  white  meat.  We  have also begun selling prepared
chicken  products for export to the international  divisions  of  our  U.S.
chain restaurant  customers.  We  believe  that  U.S.  chicken exports will
continue  to  grow  as worldwide demand increases for high-grade,  low-cost
protein sources.  We  also  believe that worldwide demand for higher margin
prepared  foods  products  will   increase   over   the  next  five  years.
Accordingly,  we  believe  we  are  well positioned to capitalize  on  such
growth.   Also included in this categories  are   chicken  and  turkey  by-
products, which  are  converted  into  protein  products  sold primarily to
manufacturers of pet foods.

MARKETS FOR TURKEY PRODUCTS

     FOODSERVICE.  A portion of our turkey sales are derived  from products
sold to the foodservice market. This market principally consists  of  chain
restaurants,  food  processors,  foodservice distributors and certain other
institutions located throughout the  continental  United  States. We supply
turkey products ranging from portion-controlled refrigerated  turkey  parts
to   ready-to-cook  turkey,  fully  cooked  formed  products,  delicatessen
products  such  as deli meats and sausage, salads, ground turkey and turkey
burgers, frankfurters and other foodservice products.

     We believe Pilgrim's  Pride  is  well-positioned  to be the primary or
secondary  supplier  to  many national and international chain  restaurants
that require multiple suppliers  of  turkey  products. Additionally, we are
well suited to be the sole supplier for many regional chain restaurants.

     We believe we have significant competitive strengths in terms of full-
line product capabilities, high-volume production  capacities, research and
development expertise and extensive distribution and  marketing  experience
relative to smaller and to non-vertically integrated producers.

     FOODSERVICE - PREPARED FOODS.  The majority of our turkey sales to the
foodservice market consist of prepared turkey products. Our prepared turkey
sales  to the foodservice market were $90.8 million of our sales in  fiscal
2001. We believe that future growth in this segment will be attributable to
the same  six  factors  described  above relating to the growth of prepared
chicken sales to the foodservice market.

     FOODSERVICE - FRESH TURKEY.  We produce and market fresh, refrigerated
and frozen turkey for sale to foodservice  distributors,  restaurant chains
and other customers. These turkeys are usually of specific  weight  ranges,
and  are  usually  whole  birds  to customer specifications. They are often
marinated to enhance value and product  differentiation.  Our semi-boneless
turkey,   unique  to  Pilgrim's  Pride,  is  becoming  very  popular   with
cruiselines  and  other  customers  where  visual presentation of the whole
turkey is critical.

     RETAIL.  A significant portion of our turkey  sales  are  derived from
products  sold  to  the  retail  market. This market consists primarily  of
grocery store chains, wholesale clubs  and  other  retail  distributors. We
concentrate  our  efforts  in this market on sales of branded,  prepackaged
cut-up and whole turkey to grocery  store chains and retail distributors in
the eastern region of the United States.   This  regional  marketing  focus
enables us to develop consumer brand franchises and capitalize on proximity
to  the  trade customer in terms of lower transportation costs, more timely
and responsive service and enhanced product freshness.

     We utilize  numerous  marketing  techniques, including advertising, to
develop  and strengthen trade and consumer  awareness  and  increase  brand
loyalty   for    consumer    products    marketed   under   the   Pilgrim's
Pride<reg-trade-mark> and Wampler<reg-trade-mark>  brands.   We believe our
efforts to achieve and maintain brand awareness and loyalty help to provide
more secure distribution for our products. We also believe our  efforts  at
brand awareness generate greater price premiums than would otherwise be the
case  in  certain  eastern  markets.  We also maintain an active program to
identify consumer preferences. The program  primarily  consists  of testing
new  product ideas, packaging designs and methods through taste panels  and
focus groups located in key geographic markets.

     RETAIL  -  PREPARED  FOODS.   We  sell retail-oriented prepared turkey
products primarily to grocery store chains  located  in the eastern U.S. We
also sell these products to the wholesale club industry.

      RETAIL  -  FRESH  TURKEY.   Our  prepackaged retail products  include
various combinations of freshly refrigerated  and  frozen, whole turkey and
turkey  parts  in trays, bags or other consumer packs  labeled  and  priced
ready for the retail  grocer's fresh meat counter, ground turkey or sausage
and turkey burgers. We believe the retail prepackaged fresh turkey business
will  continue  to  be a large  and  relatively  stable  market,  providing
opportunities for product  differentiation  and regional brand loyalty with
large seasonal spikes in the holiday seasons.

      EXPORT  AND  OTHER TURKEY PRODUCTS.  Our export  and  other  products
consist of whole turkeys, turkey franks and turkey parts sold in bulk form,
either   non-branded   or    under    the    Wampler<reg-trade-mark>    and
Rockingham<reg-trade-mark> brands. These products are primarily sold frozen
either  to  distributors in the U.S. or for distribution to export markets.
In the U.S.,  prices  of  these products are negotiated daily or weekly and
are generally related to market  prices  quoted by the USDA or other public
price reporting services. We also sell U.S.-produced  turkey  products  for
export  to  Canada,  Mexico,  Eastern  Europe, the Far East and other world
markets.  Historically, we have targeted  international markets to generate
additional  demand for our turkey dark meat,  and  frankfurters  made  from
turkey dark meat,  which  is  a  natural  by-product of our U.S. operations
given our concentration of prepared foods products  and the U.S. customers'
general preference for white meat. We believe that U.S. turkey exports will
continue  to  grow  as worldwide demand increases for high-grade,  low-cost
protein sources. We also  believe  that  worldwide demand for higher margin
prepared  turkey  products  will  increase  over   the   next  five  years.
Accordingly,  we  believe  we  are  well positioned to capitalize  on  such
growth,  especially  in  Mexico  where  we  have  established  distribution
channels.

MARKETS FOR OTHER U.S. PRODUCTS

     We market fresh eggs under the Pilgrim's  Pride<reg-trade-mark>  brand
name  as  well  as  private labels in various sizes of cartons and flats to
U.S.  retail  grocery  and   institutional  foodservice  customers  located
primarily  in  Texas. We have a  housing  capacity  for  approximately  2.3
million commercial  egg  laying  hens  which  can  produce approximately 42
million  dozen eggs annually. U.S. egg prices are determined  weekly  based
upon reported  market  prices. The U.S. egg industry has been consolidating
over the last few years,  with the 25 largest producers accounting for more
than 54% of the total number  of egg laying hens in service during 2000. We
compete with other U.S. egg producers  primarily  on  the  basis of product
quality, reliability, price and customer service.


     In 1997, we introduced a high-nutrient egg called EggsPlus  . This egg
contains high levels of Omega-3 and Omega-6 fatty acids along with  Vitamin
E, making the egg a heart-friendly product. Our marketing of EggsPlus   has
received national recognition for our progress in being an innovator in the
functional foods  category.

   In  addition,  we  produce and sell livestock feeds at our feed mills in
Pittsburg  and  Mt. Pleasant,  Texas  and  at  our  farm  supply  store  in
Pittsburg, Texas  to  dairy farmers and livestock producers in northeastern
Texas, as well as engage in similar sales activities at our other U.S. feed
mills.
                                  MEXICO

BACKGROUND

     The Mexican market represented approximately 14.6% of our net sales in
fiscal  2001.  Recognizing   favorable  long-term  demographic  trends  and
improving economic conditions  in  Mexico, we began exploring opportunities
to produce and market chicken in Mexico.  In  fiscal 1988, we acquired four
vertically  integrated  chicken  production  operations   in   Mexico   for
approximately  $15.1 million. From fiscal 1988 through fiscal 2001, we made
acquisitions and  capital expenditures in Mexico totaling $240.5 million to
modernize our production  technology,  improve our distribution network and
expand  our  operations.  In  addition,  we  have  transferred  experienced
management personnel from the U.S. and developed  a strong local management
team.  As  a  result  of  these  expenditures,  we  have  increased  weekly
production  in  our  Mexican  operations  by  over 400% since our  original
investment  in  fiscal  1988.  We are now the second  largest  producer  of
chicken  in  Mexico.  We  believe  our   facilities   are  among  the  most
technologically advanced in Mexico and that we are one  of  the lowest cost
producers of chicken in Mexico.

PRODUCT TYPES

     While the market for chicken products in Mexico is less developed than
in the United States, with sales attributed to fewer, more basic  products,
the market for value-added products is increasing. Our strategy is  to lead
this  trend.  The products currently sold by us in Mexico consist primarily
of value-added  products  such as eviscerated chicken and chicken parts and
basic products such as New  York dressed (whole chickens with only feathers
and blood removed) and live birds.  We  have  increased our sales of value-
added products, primarily through national retail  chains  and restaurants,
and  it  is  our  business  strategy to continue to do so. In addition,  we
remain opportunistic, utilizing  our  low  cost production to enter markets
where profitable opportunities exist.

MARKETS

     We sell our Mexico chicken products primarily to large wholesalers and
retailers. Our customer base in Mexico covers  a broad geographic area from
Mexico City, the capital of Mexico with a population  estimated  to be over
20  million,  to Saltillo, the capital of the State of Coahuila, about  500
miles north of  Mexico  City,  and  from  Tampico  on the Gulf of Mexico to
Acapulco  on  the  Pacific, which region includes the cities  of  San  Luis
Potosi and Queretaro, capitals of the states of the same name.

      In  Mexico, where  product  differentiation  has  traditionally  been
limited, product  quality and price have been the most critical competitive
factors. The North American Free Trade Agreement, which went into effect on
January 1, 1994, requires  annual  reductions  in  tariffs  for chicken and
chicken products in order to eliminate those tariffs by January 1, 2003.

      While  the  extent  of  the  impact of the elimination of tariffs  is
uncertain,  we believe we are uniquely  positioned  to  benefit  from  this
elimination.  We  have  an  extensive  distribution network in Mexico which
distributes  products  to  19  of  the  32  Mexican   states,  encompassing
approximately  74%  of  the  total  population of Mexico. Our  distribution
network is comprised of eight distribution  centers utilizing approximately
126 company-owned vehicles. We believe this distribution network will be an
important asset in distributing our own, as well as other companies', U.S.-
produced chicken into Mexico.

COMPETITION

     The chicken and turkey industries are highly  competitive  and some of
our competitors have greater financial and marketing resources than  we do.
In  the  United  States  and  Mexico,  we  compete  principally  with other
vertically integrated chicken and turkey companies.

      In  general,  the  competitive factors in the U.S. chicken and turkey
industries  include price,  product  quality,  product  development,  brand
identification,  breadth  of product line and customer service. Competitive
factors vary by major market.  In  the  foodservice  market, competition is
based on consistent quality, product development, service and price. In the
U.S.  retail market, we believe that product quality, brand  awareness  and
customer  service  are  the  primary  bases  of  competition. There is some
competition with non-vertically integrated further  processors  in the U.S.
prepared food business.  We believe we have significant, long-term cost and
quality advantages over non-vertically integrated further processors.

      In  Mexico,  where  product  differentiation  has  traditionally been
limited, product quality and price have been the most critical  competitive
factors. The North American Free Trade Agreement, which went into effect on
January  1,  1994,  requires  annual reductions in tariffs for chicken  and
chicken products in order to eliminate those tariffs by January 1, 2003. As
such  tariffs are reduced, we expect  greater  amounts  of  chicken  to  be
imported  into  Mexico  from  the  U.S.,  which could negatively affect the
profitability  of  Mexican  chicken producers  and  positively  affect  the
profitability of U.S. exporters of chicken to Mexico.

     While the extent of the  impact  of  the  elimination  of  tariffs  is
uncertain,  we  believe  we  are  uniquely  positioned to benefit from this
elimination  for  two  reasons.  First, we have an  extensive  distribution
network in Mexico which distributes  products  to  19  of  the  32  Mexican
states,  encompassing  approximately 74% of the total population of Mexico.
We  believe  this distribution  network  will  be  an  important  asset  in
distributing our  own,  as  well as other companies', U.S.-produced chicken
into Mexico. Second, we have  the  largest U.S. production and distribution
capacities  near  the Mexican border,  which  will  provide  us  with  cost
advantages in exporting  U.S. chicken into Mexico. These facilities include
our processing facilities  in Mt. Pleasant, Pittsburg, Lufkin, Nacogdoches,
Dallas and Waco, Texas, and  distribution  facilities in San Antonio and El
Paso, Texas and Phoenix, Arizona.

OTHER ACTIVITIES

     We have regional distribution centers located  in  Arlington, El Paso,
Mt. Pleasant and San Antonio, Texas, Phoenix, Arizona, and  Oklahoma  City,
Oklahoma  that  distribute  our  own  poultry  products  along with certain
poultry   and   non-poultry  products  purchased  from  third  parties   to
independent  grocers   and   quick  service  restaurants.  Our  non-poultry
distribution business is conducted as an accommodation to our customers and
to achieve greater economies of scale in distribution logistics. The store-
door delivery capabilities for our own poultry products provide a strategic
service advantage in selling to quick service, national chain restaurants.

REGULATION AND ENVIRONMENTAL MATTERS

      The  chicken  and  turkey  industries   are   subject  to  government
regulation, particularly in the health and environmental  areas,  including
provisions relating to the discharge of materials into the environment,  by
the   Centers   for  Disease  Control,  the  United  States  Department  of
Agriculture,  the  Food  and  Drug  Administration  and  the  Environmental
Protection Agency in the United States and by similar governmental agencies
in Mexico. Our chicken processing facilities in the U.S. are subject to on-
site examination,  inspection  and regulation by the USDA. The FDA inspects
the production of our feed mills  in  the  U.S. Our Mexican food processing
facilities  and feed mills are subject to on-site  examination,  inspection
and regulation  by  a Mexican governmental agency, which performs functions
similar to those performed  by  the  USDA  and  FDA.  Since commencement of
operations   by  our  predecessor  in  1946,  compliance  with   applicable
regulations has  not  had  a  material  adverse effect upon our earnings or
competitive position and such compliance  is  not  anticipated  to  have  a
materially  adverse  effect  in  the  future.  We  believe  that  we are in
substantial compliance with all applicable laws and regulations relating to
the operations of our facilities.

     We anticipate increased regulation by the USDA concerning food safety,
by  the  FDA  concerning the use of medications in feed and by the EPA  and
various other state agencies concerning the disposal of chicken by-products
and wastewater  discharges.  Although  we do not anticipate any regulations
having a material adverse effect upon us,  a  material  adverse  effect may
occur.

EMPLOYEES AND LABOR RELATIONS

     As of September 29, 2001, we employed approximately 19,900 persons  in
the  U.S. and 4,600 persons in Mexico. Approximately 2,500 employees at our
Lufkin   and  Nacogdoches,  Texas  facilities  are  members  of  collective
bargaining  units  represented  by  the  United Food and Commercial Workers
Union. However, our Lufkin employees have recently filed a de-certification
petition, which is presently being reviewed by the National Labor Relations
Board.  None  of  our  other  U.S.  employees  have  union  representation.
Collective   bargaining  agreements  with the United  Food  and  Commercial
Workers  Union  expired  on August 10, 2001  with  respect  to  our  Lufkin
employees,  where  we are currently  operating  without  a  contract,   and
expires in October 2004   with  respect  to  our  Nacogdoches employees. We
believe that the terms of the Nacogdoches agreement  are  no more favorable
than those provided to our non-union U.S. employees. In Mexico, most of our
hourly  employees are covered by collective bargaining agreements,  as  are
most employees in Mexico. We have not experienced any work stoppage since a
two-day work  stoppage,  with  no  significant operation disruption, at our
Lufkin facility in May 1993. We believe  our  relations  with our employees
are satisfactory.

FORWARD-LOOKING STATEMENTS

     Statements of our intentions, beliefs, expectations or predictions for
the  future,  denoted  by  the  words "anticipate," "believe,"  "estimate,"
"expect," "project," "imply," "intend,"  "foresee" and similar expressions,
are forward-looking statements that reflect  our current views about future
events and are subject to risks, uncertainties and assumptions. Such risks,
uncertainties and assumptions include the following:

   -   Matters   affecting   the  poultry  industry  generally,   including
       fluctuations in the commodity prices of feed ingredients, chicken
       and turkey;

   -   Management of our cash  resources,  particularly  in  light  of  our
       substantial leverage;

   -   Restrictions  imposed  by,  and  as  a  result of, our substantial
       leverage;

   -   Currency  exchange  rate  fluctuations, trade  barriers,  exchange
       controls, expropriation and other risks associated with foreign
       operations;

   -   Changes in laws or regulations  affecting our operations, as well as
       competitive factors and pricing pressures;

   -   Inability  to  effectively integrate  WLR  Foods  or  realize  the
       associated cost savings and operating synergies currently
       anticipated; and

   -   The impact of uncertainties  of  litigation  as  well as other risks
       described in our filings with the Securities and Exchange Commission.

     Actual results could differ materially from those projected  in  these
forward-looking statements as a result of these factors, among others, many
of which are beyond our control.





ITEM 2.  PROPERTIES

  Chicken Operations

     BREEDING AND HATCHING

      We supply all of our chicks in the U.S. by producing our own hatching
eggs from domestic breeder flocks in the U.S. These flocks are owned by us,
and approximately  13.9% of them are maintained on 43 company-owned breeder
farms. In the U.S.,  we  currently  own  or contract for approximately 14.2
million square feet of breeder housing on  approximately 417 breeder farms.
In Mexico, all of our breeder flocks are maintained  on company-owned farms
totaling approximately 4.1 million square feet.

      We  own  eleven  chicken  hatcheries  in  the  United  States.  These
hatcheries are located in Nacogdoches, Center and Pittsburg, Texas, DeQueen
and  Nashville,  Arkansas, Broadway, Virginia, Concord, North Carolina  and
Moorefield, West Virginia,  where  eggs  are  incubated  and  hatched  in a
process  requiring 21 days.  Once hatched, the day-old chicks are inspected
and vaccinated  against  common  poultry  diseases  and  transported by our
vehicles  to  grow-out  farms.  Our eleven hatcheries in the U.S.  have  an
aggregate production capacity of  approximately  15.5  million  chicks  per
week.  In  Mexico,  we  own  seven  hatcheries,  which  have  an  aggregate
production capacity of approximately 3.5 million chicks per week.

     GROW-OUT

      We place our U.S. grown chicks on approximately 1,500 contract  grow-
out farms  located  in  Texas,  Arkansas,  Virginia,  West  Virginia, North
Carolina  and  Oklahoma,  some of which are owned by our affiliates.  These
contract grow-out farms contain  approximately  5,360  chicken  houses with
approximately 78.4 million square feet of growing facilities. Additionally,
we  own  and  operate  grow-out  farms containing approximately 390 chicken
houses with approximately 4.4 million  square feet of growing facilities in
the U.S., which account for approximately  5%  of  our  total  annual  U.S.
chicken capacity. On the contracted grow-out farms, the farmers provide the
facilities,  utilities  and  labor.  We supply the chicks, the feed and all
veterinary and technical services. Contract grow-out farmers are paid based
on live weight under an incentive arrangement.  In  Mexico,  we  place  our
grown  chicks  on  contract  grow-out  farms  containing  approximately 732
chicken  houses  with  approximately  10.2 million square feet  of  growing
facilities.  Additionally,  we own and operate  grow-out  farms  containing
approximately 632 chicken houses with approximately 9.2 million square feet
of growing facilities in Mexico,  which  account for approximately 56.5% of
our total annual Mexican chicken capacity.  Arrangements  with  independent
farmers in Mexico are similar to our arrangements with contractors  in  the
United  States.  The average grow-out cycle of our chickens is six to seven
weeks.

     FEED MILLS

     An important  factor in the production of chicken is the rate at which
feed is converted into body weight. The quality and composition of the feed
is critical to the conversion  rate.  Accordingly, we formulate and produce
our own feed. We purchase feed ingredients  on the open market. The primary
feed ingredients include corn, milo and soybean  meal,  which  historically
have been the largest component of our total production costs. In the U.S.,
we  operate  nine  feed mills located in Nacogdoches, Tenaha and Pittsburg,
Texas, Nashville and Hope, Arkansas, Harrisonburg, Virginia, Wingate, North
Carolina and Moorefield,  West  Virginia.  In  the  U.S., we currently have
annual feed requirements of approximately 3.4 million tons and the capacity
to  produce  approximately  6.1  million tons. We own four  feed  mills  in
Mexico, which produce all of the requirements  of  our  Mexico  operations.
Mexico's annual feed requirements are approximately 0.7 million tons with a
capacity  to  produce  approximately  1.0  million  tons.  In  fiscal 2001,
approximately  67%  of  the  feed  ingredients  used  by  us in Mexico were
imported  from the United States, but this percentage fluctuates  based  on
the availability and cost of local feed ingredient supplies.

     PROCESSING

     Once the chickens reach processing weight, they are transported in our
trucks to our  processing  plants.  These  plants  utilize  modern,  highly
automated  equipment  to  process and package the chickens. We periodically
review possible application  of  new  processing  technologies  in order to
enhance productivity and reduce costs. We have ten U.S. processing  plants,
two of which are located in Mt. Pleasant, Texas, and the remainder of which
are  located  in  Dallas, Nacogdoches and Lufkin, Texas, DeQueen, Arkansas,
Broadway and Alma,  Virginia,  Marshville,  North  Carolina and Moorefield,
West  Virginia.  These processing plants have the capacity,  under  present
USDA inspection procedures, to slaughter approximately 11.9 million head of
chicken per week,  assuming  a  five-day  work  week.  Our three processing
plants located in Mexico have the capacity to slaughter  approximately  3.3
million  head  of  chicken per week, assuming a six-day work week, which is
typical in Mexico.

  TURKEY OPERATIONS

     BREEDING AND HATCHING

     We purchase breeder  poults,  which  we  place with growers who supply
labor and housing to produce breeder flocks. These breeder flocks are owned
by  us, and approximately 16.2% of them are maintained  on  three  company-
owned  breeder  farms.   We currently own or contract for approximately 2.0
million square feet of turkey  breeder  housing on approximately 40 breeder
farms  which  produce  eggs  that  are taken to  the  company-owned  turkey
hatchery. Our breeder flocks provide  approximately 69% of our poult supply
for grow-out. We own and operate one turkey  stud  farm  with approximately
50,000 square feet, which houses 3,600 breeder males and supplies semen for
52% of our breeder production.  The balance of our poults  for grow-out are
purchased from third parties.

      We  own  and  operate  one  turkey  hatchery,  which  is  located  in
Harrisonburg,  Virginia, where eggs are incubated and hatched in a  process
requiring 28 days.   Once  hatched,  the  day-old  poults are inspected and
vaccinated against common poultry diseases and transported  by our vehicles
to  grow-out  farms.  Our  turkey   hatchery  has  an  aggregate production
capacity of approximately 450,000 poults per week.

     GROW-OUT

      We  place  our  turkey poults on approximately 350 contract  grow-out
farms located in Virginia,  West Virginia, Pennsylvania, Maryland and North
and South Carolina. These contract  grow-out  farms  contain  approximately
1,260 turkey houses with approximately 23.6 million square feet  of growing
facilities.  In addition, we own and operate a grow-out farm containing  20
turkey houses  with approximately 251,000 square feet of growing facilities
in the U.S., which  accounts  for  approximately  1.1%  of our total annual
turkey capacity. On the contracted grow-out farms, the farmers  provide the
facilities,  utilities  and  labor. We supply the poults, the feed and  all
veterinary and technical services.   Contract  grow-out  farmers  are  paid
based  on  live weight under an incentive arrangement. The average grow-out
cycle of our turkeys is 20 to 26 weeks.

     FEED MILLS

     An important  factor  in the production of turkey is the rate at which
feed is converted into body weight. The quality and composition of the feed
is critical to the conversion  rate.  Accordingly, we formulate and produce
our own feed. We purchase feed ingredients  on the open market. The primary
feed ingredients include corn, milo and soybean  meal,  which  historically
have been the largest component of our total production costs. We  own  and
operate  a turkey feed mill located in Harrisonburg, Virginia. We currently
have the capacity  to annually produce approximately 520,000 tons of turkey
feed at this mill. We  also  produce turkey feed when required at our other
three eastern division mills or purchase it on the open market.

     PROCESSING

     Once the poults reach processing  weight,  they are transported in our
trucks  to  our  processing  plants.  These plants utilize  modern,  highly
automated equipment to process and package  the  turkeys.  We  periodically
review  possible  application  of  new processing technologies in order  to
enhance productivity and reduce costs.  Our three turkey processing plants,
located in Harrisonburg and Hinton, Virginia  and New Oxford, Pennsylvania,
have  the capacity, under present USDA inspection  procedures,  to  process
approximately 450,000 turkeys per week, assuming a five-day work week.

PREPARED FOODS OPERATIONS

     We  operate  five prepared foods plants.  Four of these plants process
primarily chicken prepared  foods products and are located in Mt. Pleasant,
Waco,  Dallas and Nacogdoches,  Texas.  Substantially  all  of  our  turkey
prepared  foods  products  are processed in our plant located in Franconia,
Pennsylvania. In line with our  stated  business  strategy to capitalize on
the attractive U.S. prepared foods market, we have  increased  our prepared
foods  production  capacity  through  expansion and acquisitions. The  U.S.
prepared foods market continues to be one  of  the fastest growing and most
profitable  segments  in the poultry industry. Further  processed  prepared
foods products include  items  such  as  portion-controlled breast fillets,
tenderloins and strips, formed nuggets and patties, turkey hams and roasts,
salads and bone-in chicken parts. Prepared foods are sold frozen and may be
either fully cooked, partially cooked or raw,  breaded or non-breaded, pre-
marinated or non-marinated or smoked. We measure  our operating capacity of
our prepared foods plants on the basis of running two  shifts  per day, six
days per week.

     Our largest prepared foods plant is located in Mt. Pleasant, Texas and
was  constructed  in  1986  and has been expanded significantly since  that
time. This facility includes  281,000 square feet and employs approximately
2,300  people.  This  facility has  de-boning  lines,  marinating  systems,
batter/breading systems,  fryers,  ovens,  both  mechanical  and  cryogenic
freezers,  a  variety of packaging systems and cold storage including  four
fully-cooked lines  and  three  ready-to-cook/par-frying/Individually Quick
Frozen  ("IQF")  lines and one batter-breaded/IQF  line  and  eight  spiral
freezers. This facility  has  capacity to produce approximately 350 million
pounds of further processed product  annually and is currently operating at
full capacity.

      Our  Waco,  Texas prepared foods plant  was  purchased  in  1999  and
expanded in fiscal  year  2000 and again in fiscal 2001. It is functionally
equivalent to the Mt. Pleasant  plant  and includes 150,146 square feet and
employs  approximately  700 people. This state  of  the  art  facility  has
marinating systems, batter/breading systems, fryers, ovens, both mechanical
and cryogenic freezers, a  variety  of  packaging  systems and cold storage
including  two  fully-cooked  lines and two ready-to-cook  lines  and  four
spiral freezers. This facility  has  capacity  to produce approximately 270
million  pounds  of  further processed product annually  and  is  currently
operating at approximately 80% of capacity.

     Our Franconia, Pennsylvania  prepared  foods  plant  was  acquired  in
January  2001  and further processes chicken and turkey products, including
grinding, marinating,  spicing and cooking, producing premium delicatessen,
foodservice and retail products,  including  roast turkey, frankfurters and
salads.  This  facility  includes  approximately 170,000  square  feet  and
employs  approximately  775  people. Our  Franconia  facility  employs  the
batching system of production  as  opposed  to  line-production used in our
other plants. This plant has approximately 95 million annual pounds of oven
capacity, 26 million annual pounds of frankfurter  capacity  and 17 million
annual  pounds of salad capacity for a total capacity of approximately  138
million pounds  of  further  processed  product  annually  and is currently
operating at approximately 80% of capacity.

      Our Dallas, Texas prepared foods plant was constructed  in  1999  and
includes  84,000  square  feet  and  employs approximately 900 people. This
facility  has  de-boning  and portioning  capability,  marinating  systems,
batter/breading and frying  systems  and  IQF  capabilities.  This plant is
currently  running  one  par-frying line and one IQF production line,  each
with  a  spiral  freezer.  This   facility  has  the  capacity  to  produce
approximately 105 million pounds of  further processed product annually and
is currently operating at full capacity.

     Our Nacogdoches, Texas prepared foods  plant was constructed in fiscal
2001.  It is functionally equivalent to our Dallas,  Texas  prepared  foods
plant  and  includes  115,465  square  feet and employs approximately 1,850
people. This facility has de-boning and  portioning  capability, marinating
systems,  batter/breading  and  frying  systems and IQF capabilities.  This
plant is currently running one par-frying  line  with  a spiral freezer and
two  IQF lines each with a spiral freezer with capability  of  making  them
par-fry  lines  as  sales  dictate.  This  facility has capacity to produce
approximately 80 million pounds of further processed  product  annually and
is currently operating at approximately 80% of capacity.

  EGG PRODUCTION

     We produce table eggs at three farms near Pittsburg, Texas.  One  farm
is  owned  by  us,  while  two farms are leased from an entity owned by our
major stockholder. The eggs  are  cleaned,  sized,  graded and packaged for
shipment at processing facilities located on the egg  farms. The farms have
a  housing capacity for approximately 2.3 million producing  hens  and  are
currently housing approximately 1.9 million hens.

  OTHER FACILITIES AND INFORMATION

      We  operate  three  rendering  plants  that  convert by-products into
protein  products, located in Mt. Pleasant, Texas, Broadway,  Virginia  and
Moorefield,  West  Virginia.  These  rendering plants currently process by-
products from approximately 13.1 million  chickens  and 0.6 million turkeys
weekly into protein products. These products are used in the manufacture of
poultry and livestock feed and pet foods. We operate a commercial feed mill
in  Mt. Pleasant, Texas, which produces various bulk and  sacked  livestock
feed sold to area dairies, ranches and farms. We also operate a feed supply
store  in  Pittsburg,  Texas,  from  which  we sell various bulk and sacked
livestock  feed  products,  a majority of which  is  produced  in  our  Mt.
Pleasant commercial feed mill.  We  own  an  office  building in Pittsburg,
Texas,  which  houses our executive offices, an office building  in  Mexico
City, which houses our Mexican marketing offices, and an office building in
Broadway, Virginia,  which houses our Eastern Division sales and marketing,
research and development, and corporate activities.

     Substantially all of our U.S. property, plant and equipment is pledged
as collateral on our secured debt.

ITEM 3.  LEGAL PROCEEDINGS

   SINCE MARCH 23, 1999,  THE COMPANY HAS BEEN A PLAINTIFF IN TWO ANTITRUST
LAWSUITS IN U.S. DISTRICT COURT  IN  WASHINGTON, D.C. ALLEGING A WORLD-WIDE
CONSPIRACY  TO  CONTROL PRODUCTION CAPACITY  AND  RAISE  PRICES  OF  COMMON
VITAMINS SUCH AS A, B-4, C AND E.  ON NOVEMBER 3, 1999, A SETTLEMENT, WHICH
WAS ENTERED INTO AS PART OF A CLASS ACTION LAWSUIT TO WHICH THE COMPANY WAS
A MEMBER, WAS AGREED  TO  AMONG  THE  DEFENDANTS AND THE CLASS, WHICH WOULD
PROVIDE FOR A RECOVERY OF BETWEEN 18-20%  OF  VITAMINS  PURCHASED  FROM THE
DEFENDANTS  FROM 1990 THROUGH 1998.  ON MARCH 28, 2000, THE JUDGE PRESIDING
OVER THE CASE  ACCEPTED  THE  NEGOTIATED  SETTLEMENT  BETWEEN  THE PARTIES;
HOWEVER,  APPEALS  FROM  VARIOUS  SOURCES ARE IN PROCESS.  THE COMPANY  HAS
FILED DOCUMENTATION SHOWING THAT VITAMIN PURCHASES MADE DURING THE RECOVERY
PERIOD  TOTALED  APPROXIMATELY $14.9  MILLION.   DURING  FISCAL  2001,  THE
COMPANY RECEIVED $3.3 MILLION IN FINAL SETTLEMENT OF ITS CLAIM.

   IN JANUARY OF 1998,  SEVENTEEN  OF  OUR  CURRENT AND/OR FORMER EMPLOYEES
FILED  THE  CASE  OF  "OCTAVIUS  ANDERSON,  ET  AL.   V.   PILGRIM'S  PRIDE
CORPORATION"  IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN  DISTRICT
OF TEXAS, LUFKIN DIVISION CLAIMING PILGRIM'S PRIDE VIOLATED REQUIREMENTS OF
THE FAIR LABOR  STANDARDS  ACT.  THE SUIT ALLEGED PILGRIM'S PRIDE FAILED TO
PAY EMPLOYEES FOR ALL HOURS  WORKED.   THE  SUIT GENERALLY ALLEGED THAT (1)
EMPLOYEES SHOULD BE PAID FOR TIME SPENT TO PUT  ON,  TAKE  OFF,  AND  CLEAN
CERTAIN  PERSONAL  GEAR AT THE BEGINNING AND END OF THEIR SHIFTS AND BREAKS
AND (2) THE USE OF A  MASTER  TIME  CARD OR PRODUCTION "LINE" TIME FAILS TO
PAY EMPLOYEES FOR ALL TIME ACTUALLY WORKED.   PLAINTIFFS  SOUGHT TO RECOVER
UNPAID  WAGES PLUS LIQUIDATED DAMAGES AND LEGAL FEES.  APPROXIMATELY  1,700
CONSENTS  TO JOIN AS PLAINTIFFS WERE FILED WITH THE COURT BY CURRENT AND/OR
FORMER EMPLOYEES.  DURING  MARCH  2001,  THE  CASE WAS TRIED IN THE FEDERAL
COURT  OF  THE  EASTERN  DISTRICT  OF TEXAS, LUFKIN,  TEXAS.   THE  COMPANY
PREVAILED AT THE TRIAL WITH A JUDGMENT  ISSUED BY THE JUDGE, WHICH FOUND NO
EVIDENCE PRESENTED TO SUPPORT THE PLAINTIFFS'  ALLEGATIONS.  THE PLAINTIFFS
HAVE FILED AN APPEAL IN THE FIFTH CIRCUIT COURT  OF  APPEALS TO REVERSE THE
JUDGE'S  DECISION.  THE PLAINTIFF'S BRIEF WAS SUBMITTED  TO  THE  COURT  ON
NOVEMBER 5,  2001.   PILGRIM'S PRIDE'S RESPONSE TO THE PLAINTIFF'S BRIEF TO
THE FIFTH CIRCUIT COURT OF APPEALS IS DUE ON DECEMBER 5, 2001.  NEITHER THE
LIKELIHOOD OF AN UNFAVORABLE  OUTCOME NOR THE AMOUNT OF ULTIMATE LIABILITY,
IF ANY, WITH RESPECT TO THIS CASE  CAN  BE  DETERMINED  AT  THIS TIME.  THE
COMPANY DOES NOT EXPECT THIS MATTER, INDIVIDUALLY OR COLLECTIVELY,  TO HAVE
A  MATERIAL  IMPACT  ON  OUR  FINANCIAL  POSITION, OPERATIONS OR LIQUIDITY.
SUBSTANTIALLY SIMILAR SUITS HAVE BEEN FILED  AGAINST  FOUR OTHER INTEGRATED
POULTRY COMPANIES, INCLUDING WLR FOODS, ONE OF WHICH RESULTED  IN A FEDERAL
JUDGE  DISMISSING MOST OF THE PLAINTIFFS' CLAIMS IN THAT ACTION WITH  FACTS
SIMILAR TO OUR CASE.

   IN AUGUST OF 2000, FOUR OF OUR CURRENT AND/OR FORMER EMPLOYEES FILED THE
CASE OF "BETTY KENNELL, ET AL. V. WAMPLER FOODS, INC." IN THE UNITED STATES
DISTRICT  COURT  FOR  THE  NORTHERN  DISTRICT OF WEST VIRGINIA, CLAIMING WE
VIOLATED REQUIREMENTS OF THE FAIR LABOR  STANDARDS ACT.  THE SUIT GENERALLY
MAKES THE SAME ALLEGATIONS AS ANDERSON V.  PILGRIM'S PRIDE DISCUSSED ABOVE.
PLAINTIFFS SEEK TO RECOVER UNPAID WAGES PLUS  LIQUIDATED  DAMAGES AND LEGAL
FEES.  APPROXIMATELY 150 CONSENTS TO JOIN AS PLAINTIFFS WERE FILED WITH THE
COURT BY CURRENT AND/OR FORMER EMPLOYEES.  NO TRIAL DATE HAS  BEEN SET.  TO
DATE, ONLY LIMITED DISCOVERY HAS BEEN PERFORMED.  NEITHER THE LIKELIHOOD OF
AN UNFAVORABLE OUTCOME NOR THE AMOUNT OF ULTIMATE LIABILITY, IF  ANY,  WITH
RESPECT TO THIS CASE CAN BE DETERMINED AT THIS TIME.  WE DO NOT EXPECT THIS
MATTER,  INDIVIDUALLY  OR  COLLECTIVELY,  TO  HAVE A MATERIAL IMPACT ON OUR
FINANCIAL POSITION, OPERATIONS OR LIQUIDITY.

   THE COMPANY IS SUBJECT TO VARIOUS OTHER LEGAL  PROCEEDINGS  AND  CLAIMS,
WHICH  ARISE  IN  THE  ORDINARY  COURSE OF ITS BUSINESS.  IN THE OPINION OF
MANAGEMENT, THE AMOUNT OF ULTIMATE  LIABILITY WITH RESPECT TO THESE ACTIONS
WILL NOT MATERIALLY AFFECT THE FINANCIAL  POSITION OR RESULTS OF OPERATIONS
OF THE COMPANY.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not Applicable






<PAGE>







                                  PART II

ITEM  5.  MARKET FOR THE REGISTRANT'S COMMON  STOCK  AND  RELATED  SECURITY
      HOLDER MATTERS

QUARTERLY STOCK PRICES AND DIVIDENDS

   High and  low  sales prices of and dividends on the Company's Class B
and Class  A common stock for the periods indicated were:

<TABLE>
<CAPTION>
                      Prices            Prices
                       2001              2000               DIVIDENDS
QUARTER           HIGH      LOW     HIGH      LOW        2001       2000
<S>             <C> <C>  <C> <C>   <C> <C>  <C>  <C>   <C>  <C>   <C>  <C>
Class B Common Stock
First            $8.15     $6.03   $9.00     $6.25        $.01      $.01
Second           12.33      7.67    8.56      6.25         .01       .01
Third            12.55      9.43    8.31      6.75         .01       .01
Fourth           15.35     11.90    7.81      6.63         .01       .01

Class A Common Stock
First             5.72      4.46    7.00      4.63         .01       .01
Second            8.42      5.47    6.63      4.50         .01       .01
Third             8.74      6.63    6.13      4.06         .01       .01
Fourth          $10.98     $7.50   $5.69     $4.81        $.01      $.01
</TABLE>

   The  Company's  Class  B  common stock (ticker symbol "CHX") and Class A
common stock (ticker symbol "CHX.A")  are  traded  on  the  New  York Stock
Exchange.  The Company estimates there were approximately 21,800 and 23,925
holders  (including  individual participants in security position listings)
of the Company's Class  A  and  Class  B  common stock, respectively, as of
November 8, 2001.  See Note F-Common Stock,  of  the  Notes to Consolidated
Financial  Statements  for  additional  discussion of the Company's  common
stock.





<PAGE>


ITEM 6.                     SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)    TEN YEARS ENDED SEPTEMBER 29, 2001
                  2001(a)      2000       1999(b)       1998         1997
<S>            <C>     <C>  <C>    <C>   <C>    <C>   <C>    <C>  <C>    <C>
INCOME STATEMENT DATA:                early
Net Sales      $2,214,712   $1,499,439   $1,357,403   $1,331,545  $1,277,649
Gross margin      213,950      165,828      185,708      136,103     114,467
Operating income
   (loss)          94,542       80,488      109,504       77,256      63,894
Income (loss) before
   income taxes and
   extraordinary
   charge          63,294       62,786       90,904       56,522      43,824
Interest expense,
   net             30,775       17,779       17,666       20,148      22,075
Income tax expense
   (benefit)       21,263       10,442       25,651        6,512       2,788
Income (loss)before
   extraordinary
   charge          42,031       52,344       65,253       50,010      41,036
Extraordinary charge--
   early repayment of
   debt, net
   of tax            (894)          --           --           --          --
Net income (loss)  41,137       52,344        65,253      50,010      41,036

PER COMMON SHARE DATA(C)
Income (loss)before
   extraordinary
   charge          $ 1.02       $ 1.27        $ 1.58      $ 1.21      $ 0.99
Extraordinary
   charge -
   early repayment
   of debt          (0.02)          --            --          --          --
Net income (loss)    1.00         1.27          1.58        1.21        0.99
Cash dividends       0.06         0.06         0.045        0.04        0.04
Book Value           9.27         8.33          7.11        5.58        4.41

BALANCE SHEET SUMMARY:
Working capital $ 203,450     $124,531      $154,242    $147,040    $133,542
Total assets    1,215,695      705,420       655,762     601,439     579,124
Notes payable and
   current maturities of
   long-term debt   5,099        4,657         4,353       5,889      11,596
Long-term debt, less
   current
   maturities     467,242      165,037       183,753     199,784     224,743
Total stockholders'
   equity         380,932      342,559       294,259     230,871     182,516

CASH FLOW SUMMARY:
Operating cash
   flow           $87,833     $130,803       $81,452     $85,016     $49,615
Depreciation &
   amortization(d) 55,390       36,027        34,536      32,591      29,796
Capital
   expenditures   112,632       92,128        69,649      53,518      50,231
Business
   acquisitions   239,539           --            --          --          --
Financing
  activities, net 254,382      (22,619)      (19,634)    (32,498)        348

CASHFLOW RATIOS:
EBITDA(e)         147,666      115,356       142,043     108,268       94,782
EBITDA/interest
   expense, net     4.80x        6.49x         8.04x       5.37x        4.29x
Senior secured
   debt/EBITDA      1.84x         .69x          .67x       1.02x        1.45x
Total debt/EBITDA   3.20x        1.47x         1.32x       1.90x        2.49x

KEY INDICATORS (AS A PERCENTAGE OF NET SALES):
Gross margin         9.7%        11.1%         13.7%       10.2%         9.0%
Selling,
   general and
   administrative
   expenses          5.4%         5.7%          5.6%        4.4%         4.0%
Operating
   income (loss)     4.3%         5.4%          8.1%        5.8%         5.0%
Interest
   expense, net      1.4%         1.2%          1.3%        1.5%         1.7%
Net income (loss)    1.9%         3.5%          4.8%        3.8%         3.2%
(See page 30 for footnotes.)

</TABLE>

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)    TEN YEARS ENDED SEPTEMBER 29, 2001
                  1996         1995         1994        1993(b)     1992
<S>            <C>     <C>  <C>    <C>   <C>    <C>   <C>    <C>  <C>    <C>
Income Statement Data:
Net sales       $1,139,310    $931,806     $922,609    $887,843    $817,361
Gross margin        70,640      74,144      110,827     106,036      32,802
Operating income
   (loss)           21,504      24,930       59,698      56,345     (12,475)
Income (loss) before
   income taxes and
   extraordinary
   charge               47       2,091       42,448      32,838     (33,712)
Interest expense,
   net              21,539      17,483       19,175      25,719      22,502
Income tax expense
   (benefit)         4,551      10,058       11,390      10,543      (4,048)
Income (loss) before
   extraordinary
   charge           (4,504)     (7,967)      31,058      22,295     (29,664)
Extraordinary charge--
   early repayment
   of debt, net
   of tax           (2,780)         --           --      (1,286)         --
Net income (loss)   (7,284)     (7,967)      31,058      21,009     (29,664)

Per Common Share Data(c)
Income (loss) before
   extraordinary
   charge          $ (0.11)    $ (0.19)      $ 0.75      $ 0.54      $(0.83)
Extraordinary charge--
   early repayment
   of debt           (0.07)         --           --       (0.03)         --
 Net income (loss)   (0.18)      (0.19)        0.75        0.51       (0.83)
Cash dividends        0.04        0.04         0.04        0.02        0.04
Book value            3.46        3.67         3.91        3.20        2.71


Balance Sheet Summary:
Working capital     88,455      88,395       99,724      72,688      11,227
Total assets      $536,722    $497,604     $438,683    $422,846    $434,566
Notes payable and
   current maturities
   of long-term
   debt             35,850      18,187        4,493      25,643      86,424
Long-term debt, less
   current
   maturities      198,334     182,988      152,631     159,554     131,534
Total stockholders'
   equity          143,135     152,074      161,696     132,293     112,112

Cash Flow Summary:
Operating cash
   flow            $11,391     $32,712      $60,664     $44,970     $(1,573)
Depreciation &
   ammortization(d) 28,024      26,127       25,177      26,034      24,090
Capital
   expenditures     34,314      35,194       25,547      15,201      18,043
Business
   acquisitions         --      36,178           --          --          --
Financing
   activities, net  27,313      40,173      (30,291)    (40,339)     25,110

Cashflow Ratios:
EBITDA(e)           47,849      49,811       83,658      79,222      10,955
EBITDA/interest
   expense, net      2.22x       2.85x        4.36x       3.08x        .48x
Senior secured debt/
   EBITDA            2.26x       1.79x         .70x        .94x       9.40x
Total debt/EBITDA    4.89x       4.04x        1.88x       2.34x      20.17x

Key Indicators (as a percentage of net sales):
Gross margin          6.2%        8.0%        12.0%       11.9%        4.0%
Selling, general and
   administrative
   expenses           4.3%        5.3%         5.5%        5.6%        5.7%
Operating income
   (loss)             1.9%        2.7%         6.5%        6.3%       (1.6%)
Interest expense, net 1.9%        1.9%         2.1%        2.9%        2.8%
Net income (loss)    (0.6%)      (0.9%)        3.4%        2.4%       (3.6%)

(A)    THE COMPANY ACQUIRED WLR FOODS ON JANUARY 27, 2001 FOR $239.5 MILLION
       AND THE ASSUMPTION OF $45.5 MILLION OF INDEBTEDNESS.  THE ACQUISITION
       HAS BEEN ACCOUNTED FOR AS A PURCHASE, AND THE RESULTS OF OPERATIONS
       FOR THIS ACQUISITION HAVE BEEN INCLUDED IN OUR CONSOLIDATED RESULTS
       OF OPERATIONS SINCE THE ACQUISITION DATE.

(B)    FISCAL 1999 AND 1993 HAD 53 WEEKS

       HISTORICAL PER SHARE AMOUNTS REPRESENT BOTH BASIC AND DILUTED AND HAVE
(C)    BEEN RESTATED TO GIVE EFFECT TO A STOCK DIVIDEND ISSUED ON JULY 30,
       1999.  SEE NOTE F OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
       COMPANY.

(D)    INCLUDES AMORTIZATION OF CAPITALIZED FINANCING COSTS OF APPROXIMATELY
       $0.9 MILLION, $1.2 MILLION, $1.1 MILLION, $1.0 MILLION, $0.9 MILLION,
       $1.8 MILLION, $1.1 MILLION,  $1.3 MILLION,  $1.6 MILLION AND  $0.5
       MILLION IN FISCAL YEARS 2001, 2000, 1999, 1998, 1997, 1996, 1995, 1994,
       1993 AND 1992,  RESPECTIVELY.

(E)    "EBITDA" IS DEFINED AS THE SUM OF NET INCOME (LOSS) BEFORE EXTRAORDINARY
       CHARGES, INTEREST, TAXES, DEPRECIATION AND AMORTIZATION.  EBITDA IS
       PRESENTED BECAUSE WE BELIEVE IT IS FREQUENTLY USED BY SECURITIES
       ANALYSTS, INVESTORS AND OTHER INTERESTED PARTIES IN THE EVALUATION OF
       COMPANIES.  EBITDA IS NOT A MEASUREMENT OF FINANCIAL PERFORMANCE UNDER
       GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND SHOULD NOT BE CONSIDERED AS
       AN ALTERNATIVE TO CASH FLOW FROM OPERATING ACTIVITIES OR AS A MEASURE OF
       LIQUIDITY OR AN ALTERNATIVE TO NET INCOME AS INDICATORS OF OUR OPERATING
       PERFORMANCE OR ANY OTHER MEASURES OF PERFORMANCE DERIVED IN ACCORDANCE
       WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
</TABLE>





<PAGE>




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS  OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

FORWARD-LOOKING STATEMENTS

     Statements of our intentions, beliefs, expectations or predictions for
the  future,  denoted  by  the  words "anticipate," "believe,"  "estimate,"
"expect," "project," "imply," "intend,"  "foresee" and similar expressions,
are forward-looking statements that reflect  our current views about future
events and are subject to risks, uncertainties and assumptions. Such risks,
uncertainties and assumptions include the following:

      -  Matters  affecting  the  poultry  industry   generally,  including
         fluctuations in the commodity prices of feed ingredients, chicken
         and turkey;

      -  Management  of our cash resources, particularly in  light  of  our
         substantial leverage;

      -  Restrictions imposed  by,  and  as  a  result  of, our substantial
         leverage;

      -  Currency  exchange  rate  fluctuations,  trade  barriers, exchange
         controls, expropriation and other risks associated with foreign
         operations;

      -  Changes in laws or regulations affecting our operations, as well as
         competitive factors and pricing pressures;

      -  Inability  to  effectively  integrate  WLR  Foods  or  realize the
         associated cost savings and operating synergies currently
         anticipated; and

      -  The impact of uncertainties of litigation as well as other  risks
         described in our filings with the Securities and Exchange
         Commission.

     Actual results  could  differ materially from those projected in these
forward-looking statements as a result of these factors, among others, many
of which are beyond our control.

GENERAL

     Profitability in the poultry  industry  is  materially affected by the
commodity  prices  of  feed  ingredients,  chicken and  turkey,  which  are
determined  by supply and demand factors. As  a  result,  the  chicken  and
turkey industries  are  subject to cyclical earnings fluctuations. Cyclical
earnings fluctuations can be mitigated somewhat by:

     - Business strategy;

     - Product mix;

     - Sales and marketing plans; and

     - Operating efficiencies.

   In an effort to reduce  price  volatility  and  to generate higher, more
consistent  profit  margins,  we  have concentrated on the  production  and
marketing of prepared foods products.  Prepared  foods  products  generally
have  higher  profit  margins than our other products. Also, the production
and sale in the U.S. of  prepared  foods  products reduce the impact of the
costs of feed ingredients on our profitability.  Feed  ingredient purchases
are  the  single largest component of our cost of goods sold,  representing
approximately  30.1% of our consolidated cost of goods sold in fiscal 2001.
The production of  feed  ingredients  is  positively or negatively affected
primarily by weather patterns throughout the  world,  the  global  level of
supply  inventories  and  demand for feed ingredients, and the agricultural
policies  of  the  United  States   and  foreign  governments.  As  further
processing  is  performed,  feed  ingredient   costs  become  a  decreasing
percentage  of a product's total production cost,  thereby  reducing  their
impact on our profitability. Products sold in this form enable us to charge
a premium, reduce  the impact of feed ingredient costs on our profitability
and improve and stabilize our profit margins.

BUSINESS SEGMENTS

     Since the acquisition  of WLR Foods on January 27, 2001, we operate in
two reportable business segments  as  (1)  a  producer of chicken and other
products and (2) a producer of turkey products.

      Our chicken and other products segment primarily  includes  sales  of
chicken  products  we  produce and purchase for resale in the United States
and Mexico, but also includes  the  sale  of  table  eggs,  and  feed.  Our
chicken  and  other  products  segment conducts separate operations in  the
United  States and Mexico and is  reported  as  two  separate  geographical
areas.  Our  turkey  segment  includes sales of turkey products produced in
our turkey operation recently acquired from WLR Foods, whose operations are
exclusively in the United States.

     Inter-area sales and inter-segment  sales, which are not material, are
accounted  for  at  prices  comparable  to  normal  trade  customer  sales.
Corporate expenses are included with chicken and other products.




<PAGE>




The following table presents certain information regarding our segments:
<TABLE>
<CAPTION>
                                            FISCAL YEAR ENDED
                             SEPTEMBER 29,    SEPTEMBER 30,     OCTOBER 2,
                                2001(A)           2000             1999
<S>                         <C>       <C>     <C>        <C>    <C>     <C>
                             (52 WEEKS)          (52 WEEKS)       (53 WEEKS)
                                             (IN THOUSANDS)
NET SALES TO CUSTOMERS:
Chicken  and Other Products:
   United States             $1,652,199         $1,192,077       $1,102,903
   Mexico                       323,678            307,362          254,500
      Sub-total               1,975,877          1,499,439        1,357,403
Turkey                          238,835                 --               --
      Total                  $2,214,712         $1,499,439       $1,357,403

OPERATING INCOME:
Chicken and Other Products:
   United States             $   78,096         $   45,928       $   88,177
   Mexico                        12,157             34,560           21,327
      Sub-total                  90,253             80,488          109,504
   Turkey                         4,289                 --               --
      Total                  $   94,542         $   80,488       $  109,504

Depreciation and Amortization(b)
Chicken and Other Products:
   United States             $   38,155         $   24,444       $   23,185
   Mexico                        11,962             11,583           11,351
      Sub-total                  50,117             36,027           34,536
 Turkey                           5,273                 --               --
      Total                  $   55,390         $   36,027       $   34,536

(a)    The  acquisition  of WLR Foods has been accounted for as a purchase,
and the results of operations  for  this acquisition have been  included in
our consolidated results of operating since  January  27, 2001, the
acquisition date.

(b)   INCLUDES AMORTIZATION OF CAPITALIZED FINANCING COSTS OF APPROXIMATELY
$0.9 MILLION,  $1.2  MILLION  AND  $1.1 MILLION IN FISCAL YEARS 2001, 2000
AND 1999,  RESPECTIVELY.
</TABLE>

The following table presents certain items as a percentage of net sales for
the periods indicated:

<TABLE>
<CAPTION>
                                  2001 (a)   2000       1999
<S>                              <C>  <C>  <C> <C>    <C> <C>
Net sales                        100.0 %    100.0 %    100.0 %
Cost of sales                     90.3       88.9       86.3
Gross profit                       9.7       11.1       13.7
Selling, general and
   administrative expense          5.4        5.7        5.6
Operating income                   4.3        5.4        8.1
Interest expense, net              1.4        1.2        1.3
Income before income taxes         2.9        4.2        6.7
Net income                         1.9        3.5        4.8

</TABLE>

(a)  The acquisition of WLR Foods has been accounted for as a purchase,
and the  results  of  operations for this acquisition have been included
in our consolidated  results  of operating since January 27, 2001, the
acquisition date.

RESULTS OF OPERATIONS

FISCAL 2001 COMPARED TO FISCAL 2000

     On January 27, 2001, we completed the  acquisition  of  WLR  Foods,  a
vertically  integrated   producer of chicken and turkey products located in
the eastern United States.  Accordingly,  35  weeks  of  operations  of the
former WLR Foods are included in our results for fiscal 2001.

     CONSOLIDATED NET SALES.  Consolidated net sales were $2.2 billion  for
fiscal 2001, an increase of $715.3 million, or 47.7%, from fiscal 2000. The
increase  in consolidated net sales resulted from a $422.0 million increase
in U.S. chicken  sales to $1.5 billion, a $238.8 million increase in turkey
sales, a $38.2 million  increase  in sales of other U.S. products to $179.9
million and by a $16.3 million increase  in  Mexico chicken sales to $323.7
million. The increase in U.S. chicken sales was  primarily  due  to a 35.6%
increase  in  dressed  pounds  produced, which resulted primarily from  the
acquisition of WLR Foods, and to  a  3.4%  increase  in  total  revenue per
dressed  pound  produced.  The  increase  in  turkey  sales  was due to the
acquisition of WLR Foods. The $38.2 million increase in sales of other U.S.
products  to  $179.9  million was primarily due to the acquisition  of  WLR
Foods and higher prices in our commercial egg operations. The $16.3 million
increase in Mexico chicken  sales  was primarily due to a 13.4% increase in
dressed pounds produced offset partially  by  a  7.1%  decrease  in average
revenue per dressed pound produced, primarily due to lower prices caused by
an over supply of chicken.

      COST  OF  SALES.    Consolidated  cost of sales were $2.0 billion  in
fiscal 2001, an increase of $667.2 million,  or  50.0%,  compared to fiscal
2000. The U.S. operations accounted for $630.8 million of  the  increase in
the cost of sales and our Mexico operations accounted for $36.4 million  of
the increase.

      The  cost  of sales increase in our U.S. operations of $630.8 million
was due primarily  to the acquisition of WLR Foods, $222.6 million of which
related  to  the  turkey  operations,  but  also  resulted  from  increased
production of higher  cost prepared foods products, higher energy costs and
higher feed ingredient costs.

     The $36.4 million  cost of sales increase in our Mexico operations was
primarily due to a 13.4% increase in dressed pounds produced.

     GROSS PROFIT.  Gross  profit  was  $214.0  million for fiscal 2001, an
increase of $48.1 million, or 29.0%, over the same  period  last  year, due
primarily to the acquisition of WLR Foods. Gross profit as a percentage  of
sales decreased to 9.7% in fiscal 2001, primarily from 11.1% in fiscal 2000
due primarily to lower sale prices in Mexico.

      SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES.  Consolidated selling,
general and administrative  expenses were $119.4 million in fiscal 2001 and
$85.3 million in fiscal 2000.  The $34.1 million increase was due primarily
to  the acquisition of WLR Foods  and  certain  integration  costs  related
thereto.  Consolidated  selling,  general  and administrative expenses as a
percentage of sales decreased in fiscal 2001  to  5.4%, compared to 5.7% in
fiscal 2000, due primarily to synergies resulting from the WLR acquisition.

     OPERATING INCOME.  Consolidated operating income was $94.5 million for
fiscal  2001, an increase of $14.1 million when compared  to  fiscal  2000,
resulting  primarily  from higher volumes from the acquisition of WLR Foods
and higher sales prices in U.S.

     INTEREST EXPENSE.   Consolidated  net interest expense increased 73.1%
to $30.8 million in fiscal 2001, when compared  to $17.8 million for fiscal
2000, due to higher outstanding balances incurred  for  the  acquisition of
WLR Foods.

      INCOME  TAX EXPENSE.  Consolidated income tax expense in fiscal  2001
increased to $21.3  million  compared  to  an  expense  of $10.4 million in
fiscal  2000. This increase resulted from higher U.S. pre-tax  earnings  in
fiscal 2001 than in fiscal 2000.

FISCAL 2000 COMPARED TO FISCAL 1999:

     NET  SALES. Consolidated net sales were  $1.5 billion for fiscal 2000,
an increase  of $142.0 million, or 10.5%, from fiscal 1999. The increase in
consolidated net  sales  resulted  from  an  $86.9 million increase in U.S.
chicken sales to $1.1 billion, a $52.9 million  increase  in Mexico chicken
sales to $307.4 million and a $2.3 million increase of sales  of other U.S.
products  to  $141.7  million.  The  increase  in  U.S.  chicken sales  was
primarily  due  to  an  8.6%  increase  in dressed pounds produced  .   The
increase in Mexico chicken sales was primarily  due  to a 13.7% increase in
revenue  per  dressed  pound  and  to  a  6.2%  increase in dressed  pounds
produced.  The $2.3 million increase in sales of other  U.S.  products  was
primarily  due  to  higher  selling  prices  in  our   Poultry  By-Products
division.

   COST OF SALES.   Consolidated  cost  of sales was $1.3 billion in fiscal
2000, an increase of $161.9 million, or 13.8%, compared to fiscal 1999. The
increase resulted primarily from a $125.9  million  increase in the cost of
sales of our U.S. operations and from a $36.0 million  increase in the cost
of sales in our Mexico operations.

   The cost of sales increase in our U.S. operations of  $125.9 million was
due  primarily  to  an  8.6%  increase in dressed pounds produced,  a  4.0%
increase  in feed ingredient costs,  increased  production  of  higher-cost
prepared food  products,  losses  associated with the late January 2000 ice
storm and a $5.8 million write-off  of accounts receivable from AmeriServe,
which filed bankruptcy on January 31,  2000.  AmeriServe  was a significant
distributor  of products to fast food and casual dining restaurant  chains,
several of which  are  customers of the Company.  The $36.0 million cost of
sales  increase in our Mexico  operations  was  primarily  due  to  a  6.2%
increase in dressed pounds produced and a 9.8% increase in average costs of
sales per dressed pound produced caused primarily by the continued shift of
production to a higher-valued product mix.

     GROSS  PROFIT.  Gross  profit  was  $165.8  million for fiscal 2000, a
decrease of $19.9 million, or 10.7%, over the same  period last year. Gross
profit  as  a percentage of sales decreased to 11.1% in  fiscal  2000  from
13.7% in fiscal  1999.  The  lower  gross  profit  resulted  from lower net
margins  in  our  U.S.  operations  primarily  due to lower selling  prices
realized for fresh chicken products, higher feed  ingredient  costs, losses
associated  with the late January 2000 ice storm and the AmeriServe  write-
off, discussed  above,  offset in part by increased volume of prepared food
chicken sales.

   Beginning  in the fourth  quarter  of  fiscal  1999,  commodity  chicken
margins in the  U.S.  have  been  under pressure due, in part, to increased
levels of chicken production in the  U.S.   To the extent that these trends
continue, subsequent periods' gross margins could be negatively affected to
the extent not offset by other factors such as  those  discussed  under  "-
General" above.

   SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES.  Consolidated selling,
general and administrative expenses were $85.3  million  in fiscal 2000 and
$76.2   million   in   fiscal  1999.  Consolidated  selling,  general   and
administrative expenses as a percentage of sales remained relatively stable
in fiscal 2000 at 5.7% compared  to  5.6% in fiscal 1999.  The $9.1 million
increase in consolidated selling, general  and  administrative expenses was
due to increased costs relating to our higher sales volumes.

   OPERATING  INCOME.  Consolidated operating income  was $80.5 million for
fiscal 2000, a decrease of $29.0 million, or 26.5%, when compared to fiscal
1999, resulting primarily from lower net U.S. margins due  to lower selling
prices  realized for fresh chicken products, higher feed ingredient  costs,
losses associated  with  the late January 2000 ice storm and the AmeriServe
write-off, discussed above,  offset in part by increased volume of prepared
food chicken sales.

   INTEREST EXPENSE. Consolidated  net  interest  expense increased 0.6% to
$17.8  million in fiscal 2000, when compared to $17.7  million  for  fiscal
1999, due  to  higher  interest  rates  experienced in fiscal 2000 on lower
outstanding debt levels.

   INCOME TAX EXPENSE.   Consolidated income  tax  expense  in  fiscal 2000
decreased  to  $10.4  million  compared  to an expense of $25.7 million  in
fiscal 1999. This decrease resulted from lower U.S. earnings in fiscal 2000
than in fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES


   WE MAINTAIN $130.0 MILLION IN REVOLVING  CREDIT  FACILITIES  AND  $400.0
MILLION  IN A SECURED REVOLVING/TERM BORROWING FACILITY. THE $400.0 MILLION
REVOLVING/TERM  BORROWING  FACILITY  PROVIDES FOR $285.0 MILLION AND $115.0
MILLION OF 10-YEAR AND 7-YEAR COMMITMENTS,  RESPECTIVELY.  BORROWINGS UNDER
THESE  FACILITIES  ARE  SPLIT  PRO  RATA  BETWEEN  THE  10-YEAR AND  7-YEAR
MATURITIES  AS  THEY OCCUR. THE CREDIT FACILITIES PROVIDE FOR  INTEREST  AT
RATES RANGING FROM  LIBOR  PLUS  FIVE-EIGHTHS PERCENT TO LIBOR PLUS TWO AND
THREE-QUARTERS PERCENT, DEPENDING  UPON  OUR  TOTAL  DEBT TO CAPITALIZATION
RATIO.  INTEREST  RATES ON DEBT OUTSTANDING UNDER THESE  FACILITIES  AS  OF
SEPTEMBER 29, 2001  RANGED  FROM  LIBOR PLUS ONE AND ONE-QUARTER PERCENT TO
LIBOR PLUS TWO AND ONE-QUARTER PERCENT.  THESE  FACILITIES  ARE  SECURED BY
INVENTORY AND FIXED ASSETS OR ARE UNSECURED.

   AT SEPTEMBER 29, 2001, $86.0 MILLION WAS AVAILABLE UNDER THE REVOLVING
CREDIT FACILITIES AND $225.0 MILLION WAS AVAILABLE UNDER THE REVOLVING/TERM
BORROWING FACILITY.

   ON SEPTEMBER  7,  2001,  WE  AMENDED  AND  RESTATED OUR REVOLVING CREDIT
AGREEMENT FOR MEXICO, INCREASING THE COMMITMENT FROM $20.0 MILLION TO $30.0
MILLION.  OUTSTANDING BORROWINGS UNDER THIS FACILITY  ARE  PRESENTLY  $30.0
MILLION, THE PROCEEDS OF WHICH WERE USED TO REDUCE CERTAIN OTHER DEBT.

   ON JUNE 26, 1998, WE ENTERED INTO AN ASSET SALE AGREEMENT TO SELL  UP
TO $60  MILLION  OF  ACCOUNTS RECEIVABLE. IN CONNECTION WITH THE ASSET SALE
AGREEMENT, WE SELL, ON  A REVOLVING BASIS, CERTAIN OF OUR TRADE RECEIVABLES
(THE "POOLED RECEIVABLES") TO A SPECIAL PURPOSE CORPORATION WHOLLY OWNED BY
US, WHICH IN TURN SELLS A  PERCENTAGE  OWNERSHIP INTEREST TO THIRD PARTIES.
AT SEPTEMBER 29, 2001 AND SEPTEMBER 30,  2000,  AN INTEREST IN THESE POOLED
RECEIVABLES OF $58.5 MILLION AND $35.4 MILLION, RESPECTIVELY, HAD BEEN SOLD
TO THIRD PARTIES AND IS REFLECTED AS A REDUCTION  IN  ACCOUNTS  RECEIVABLE.
THESE TRANSACTIONS HAVE BEEN RECORDED AS SALES IN ACCORDANCE WITH FINANCIAL
ACCOUNTING STANDARDS BOARD STATEMENT NO. 140, ACCOUNTING FOR TRANSFERS  AND
SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES. THE GROSS
PROCEEDS  RESULTING FROM THE SALE ARE INCLUDED IN CASH FLOWS FROM OPERATING
ACTIVITIES  IN  OUR  CONSOLIDATED STATEMENTS OF CASH FLOWS. LOSSES ON THESE
SALES WERE IMMATERIAL.

   ON JUNE 29, 1999,  THE  CAMP COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
ISSUED  $25.0  MILLION OF VARIABLE-RATE  ENVIRONMENTAL  FACILITIES  REVENUE
BONDS SUPPORTED  BY  LETTERS  OF CREDIT OBTAINED BY PILGRIM'S PRIDE. WE MAY
DRAW FROM THESE PROCEEDS OVER THE  CONSTRUCTION  PERIOD  FOR NEW SEWAGE AND
SOLID WASTE DISPOSAL FACILITIES AT A POULTRY BY-PRODUCTS PLANT  TO BE BUILT
IN CAMP COUNTY, TEXAS. WE ARE NOT REQUIRED TO BORROW THE FULL AMOUNT OF THE
PROCEEDS FROM THE BONDS. ALL AMOUNTS BORROWED FROM THESE FUNDS WILL  BE DUE
IN 2029. THE AMOUNTS THAT WE BORROW WILL BE REFLECTED AS DEBT WHEN RECEIVED
FROM THE CAMP COUNTY INDUSTRIAL DEVELOPMENT CORPORATION. THE INTEREST RATES
ON  AMOUNTS  BORROWED  WILL  CLOSELY FOLLOW THE TAX-EXEMPT COMMERCIAL PAPER
RATES. PRESENTLY, THERE ARE NO BORROWINGS OUTSTANDING UNDER THE BONDS.

   ON AUGUST 9, 2001, PILGRIM'S  PRIDE  ISSUED  $200.0  MILLION  IN  SENIOR
UNSECURED  NOTES WITH AN INTEREST RATE OF 9 5/8% MATURING ON SEPTEMBER  15,
2011.  THE PROCEEDS  FROM  THE  NOTES  OFFERING  WERE  USED  TO  REDEEM THE
REMAINING  $90.8  MILLION  OUTSTANDING  OF  OUR 10 7/8% SENIOR SUBORDINATED
NOTES  DUE  2003.   THE  BALANCE  OF  THE  PROCEEDS   WAS  USED  TO  REDUCE
INDEBTEDNESS UNDER OUR $400.0 MILLION REVOLVING/TERM BORROWING FACILITY.

   AT SEPTEMBER 29, 2001, OUR WORKING CAPITAL INCREASED  TO  $203.5 MILLION
AND OUR CURRENT RATIO INCREASED TO 1.85 TO 1, COMPARED WITH WORKING CAPITAL
OF  $124.5 MILLION AND A CURRENT RATIO OF 1.86 TO 1 AT SEPTEMBER  30,  2000
AND WAS PRIMARILY DUE TO THE ACQUISITION OF WLR FOODS.

   TRADE ACCOUNTS AND OTHER RECEIVABLES WERE $95.0 MILLION AT SEPTEMBER 29,
2001,  COMPARED  TO $50.3 MILLION AT SEPTEMBER 30, 2000. THE 89.0% INCREASE
IN  TRADE  ACCOUNTS   AND  OTHER  RECEIVABLES  WAS  PRIMARILY  DUE  TO  THE
ACQUISITION OF WLR FOODS'  TRADE  RECEIVABLES  AND OTHER ACCOUNTS PARTIALLY
OFFSET BY THE SALE OF RECEIVABLES UNDER THE ASSET  SALE AGREEMENT DISCUSSED
ABOVE.    EXCLUDING  THE  SALE  OF  RECEIVABLES, TRADE ACCOUNTS  AND  OTHER
RECEIVABLES WOULD HAVE INCREASED TO $153.5  MILLION  IN  FISCAL  2001  FROM
$85.7 MILLION IN FISCAL 2000.

   INVENTORIES  WERE  $314.4  MILLION  AT  SEPTEMBER  29, 2001, COMPARED TO
$181.2  MILLION  AT  SEPTEMBER  30,  2000.  THE $133.2 MILLION,  OR  73.5%,
INCREASE IN INVENTORIES WAS PRIMARILY DUE TO THE ACQUISITION OF WLR FOODS.

   ACCOUNTS PAYABLE AND ACCRUED EXPENSES WERE  $229.9  MILLION AT SEPTEMBER
29,  2001,  COMPARED  TO  $139.8 MILLION AT SEPTEMBER 30, 2000.  THE  64.5%
INCREASE IN ACCOUNTS PAYABLE  AND ACCRUED EXPENSES WAS PRIMARILY DUE TO THE
ACQUISITION OF WLR FOODS.

   CAPITAL EXPENDITURES OF $112.6 MILLION, $92.1 MILLION AND $69.6 MILLION,
FOR FISCAL YEARS 2001, 2000 AND 1999, RESPECTIVELY, WERE PRIMARILY INCURRED
TO  ACQUIRE  AND EXPAND CERTAIN FACILITIES,  IMPROVE  EFFICIENCIES,  REDUCE
COSTS AND FOR  THE ROUTINE REPLACEMENT OF EQUIPMENT. WE ANTICIPATE SPENDING
APPROXIMATELY $65.0  MILLION IN FISCAL 2002 TO IMPROVE EFFICIENCIES AND FOR
THE  ROUTINE  REPLACEMENT   OF   EQUIPMENT.   WE  EXPECT  TO  FINANCE  SUCH
EXPENDITURES  WITH  AVAILABLE  OPERATING  CASH FLOWS  AND  EXISTING  CREDIT
FACILITIES.

   CASH FLOWS PROVIDED BY OPERATING ACTIVITIES  WERE  $87.8 MILLION, $130.8
MILLION  AND  $81.5  MILLION  FOR  THE  FISCAL YEARS 2001, 2000  AND  1999,
RESPECTIVELY. THE DECREASE IN CASH FLOWS  PROVIDED  BY OPERATING ACTIVITIES
IN FISCAL 2001 COMPARED TO FISCAL 2000, WAS PRIMARILY  DUE  TO  AN  OVERALL
INCREASE  OF  ACCOUNTS RECEIVABLE, DUE PRIMARILY TO A HIGHER LEVEL OF SALES
ACTIVITY; INCREASED  INVENTORIES,  DUE  PRIMARILY  TO HIGHER LEVELS OF LIVE
POULTRY  AND  FROZEN TURKEY INVENTORIES RESULTING PRIMARILY  FROM  SEASONAL
VARIATIONS IN THE  LIVE PRODUCTION CYCLE AND SALES OF TURKEY PRODUCTS, BOTH
OF WHICH WERE PRIMARILY A RESULT OF THE WLR FOODS ACQUISITION AND LOWER NET
INCOME FOR FISCAL 2001.   THE $24.0 MILLION DECREASE IN CASH FLOWS PROVIDED
BY  OPERATING  ACTIVITIES  THAT   RESULTED  FROM  ACCOUNTS  RECEIVABLE  WAS
PARTIALLY OFFSET BY A $23.1 INCREASE  IN  SALES OF ACCOUNTS RECEIVABLE FROM
$35.4 MILLION AT FISCAL 2000 YEAR END TO $58.5  MILLION AT FISCAL 2001 YEAR
END.   THE  INCREASE  IN  CASH FLOWS PROVIDED BY OPERATING  ACTIVITIES  FOR
FISCAL 2000, COMPARED TO FISCAL  1999,  WAS  PRIMARILY  DUE  TO THE SALE OF
$35.4  MILLION  IN  ACCOUNTS  RECEIVABLE  UNDER  THE  ASSET  SALE AGREEMENT
MENTIONED  ABOVE  AND  INCREASES  IN ACCOUNTS PAYABLE AND ACCRUED  EXPENSES
OFFSET PARTIALLY BY AN INCREASE IN  INVENTORIES AND A DECREASE IN OPERATING
INCOME.

   CASH  FLOWS  PROVIDED  BY  (USED IN) FINANCING  ACTIVITIES  WERE  $254.2
MILLION, ($22.6) MILLION AND ($19.6)  MILLION  FOR  THE  FISCAL YEARS 2001,
2000  AND  1999,  RESPECTIVELY.  THE  INCREASE  IN  CASH FLOWS PROVIDED  BY
FINANCING  ACTIVITIES  FOR  FISCAL  2001,  WHEN  COMPARED TO  FISCAL  2000,
REFLECTS THE NET PROCEEDS FROM BORROWINGS TO FINANCE THE ACQUISITION OF WLR
FOODS. THE INCREASE IN CASH USED IN FINANCING ACTIVITIES  FOR  FISCAL 2000,
WHEN COMPARED TO FISCAL 1999 PRIMARILY REFLECTS THE NET PAYMENTS  ON  NOTES
PAYABLE AND LONG-TERM FINANCING AND DEBT RETIREMENTS.

ITEM 7A.  QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS

   The risk inherent in the Company's market risk sensitive instruments and
positions  is  the potential loss arising from adverse changes in the price
of feed ingredients,  foreign currency exchange rates and interest rates as
discussed below.  The sensitivity  analyses  presented  do not consider the
effects  that  such adverse changes may have on overall economic  activity,
nor do they consider additional actions our management may take to mitigate
our exposure to such changes. Actual results may differ.

  FEED INGREDIENTS

   We purchase certain  commodities,  primarily corn and soybean meal. As a
result, our earnings are affected by changes  in the price and availability
of such feed ingredients. As market conditions  dictate,  we will from time
to  time  lock-in  future  feed  ingredient  prices  using various  hedging
techniques,  including  forward  purchase  agreements  with  suppliers  and
futures  contracts.  We do not use such financial instruments  for  trading
purposes and are not a  party  to any leveraged derivatives. Market risk is
estimated as a hypothetical 10%  increase  in  the weighted-average cost of
our primary feed ingredients as of September 29,  2001.  Based  on our feed
consumption during fiscal 2001, such an increase would have resulted  in an
increase  to  cost  of  sales of approximately $60.2 million, excluding the
impact of any hedging in  that  period.  As  of  September 29, 2001, we had
hedged 9.1% of our 2002 feed requirements.

FOREIGN CURRENCY

   Our earnings are affected by foreign exchange rate  fluctuations related
to  the  Mexican  peso  net  monetary  position of our Mexico  subsidiaries
denominated  in  Mexican  pesos.  We  manage  this  exposure  primarily  by
attempting to minimize our Mexican peso  net  monetary  position,  but from
time to time we have also considered executing hedges to help minimize this
exposure.   Such   instruments,   however,   have   historically  not  been
economically  feasible.  We  are  also exposed to the effect  of  potential
exchange rate fluctuations to the extent  that amounts are repatriated from
Mexico to the United States. However, we currently anticipate that the cash
flows of our Mexico subsidiaries will continue  to  be  reinvested  in  our
Mexico operations. In addition, the Mexican peso exchange rate can directly
and  indirectly  impact our results of operations and financial position in
several manners, including potential economic recession in Mexico resulting
from a devalued peso.  The  impact on our financial position and results of
operations of a hypothetical  change  in the exchange rate between the U.S.
dollar  and  the  Mexican  peso  cannot  be reasonably  estimated.  Foreign
currency exchange gains and losses, representing  the  change  in  the U.S.
dollar  value  of  the  net  monetary  assets  of  our  Mexico subsidiaries
denominated in Mexican pesos, was a loss of $0.1 million in fiscal 2001 and
a  gain  of  $0.1  million  and  $0.2  million  in  fiscal  1999 and  2000,
respectively. On November 15, 2001, the Mexican peso closed at  9.20  to  1
U.S.  dollar,  strengthening  from 9.54 at September 29, 2001. No assurance
can be given as to how future movements in the peso could affect our future
earnings.

  INTEREST RATES

     Our earnings are also affected by changes in interest rates due to the
impact  those  changes  have on our  variable-rate  debt  instruments.  The
acquisition of WLR Foods  substantially  increased our outstanding balances
of variable rate debt.  We have variable-rate debt instruments representing
approximately 39.6% of our long-term debt  at  September 29, 2001.  Holding
other  variables  constant, including levels of indebtedness,  a  25  basis
points increase in interest rates would have increased our interest expense
by  $0.5  million  for   fiscal  2001.  These  amounts  are  determined  by
considering the impact of  the hypothetical interest rates on our variable-
rate long-term debt at September 29, 2001.

      Market  risk  for fixed-rate  long-term  debt  is  estimated  as  the
potential increase in  fair  value  resulting  from a hypothetical 25 basis
points decrease in interest rates and amounts to approximately $3.3 million
as of September 29, 2001, using discounted cash flow analysis.

  NEW ACCOUNTING PRONOUNCEMENTS

   In June 2001, the Financial Accounting Standards  Board issued Statement
of  Financial Accounting Standards No. 142 "GOODWILL AND  OTHER  INTANGIBLE
ASSETS"  ("SFAS  No.  142").   SFAS  No.  142 is effective for fiscal years
beginning after December 15, 2001 and requires  that  goodwill  and certain
intangible assets will no longer be amortized upon adoption.  SFAS  No. 142
also  establishes  new standards for evaluating impairment of goodwill  and
certain intangible assets.   The adoption of this statement is not expected
to have a material effect on the Company.

     On October 1, 2000, we adopted  Financial  Accounting  Standards Board
Statement  ("SFAS")  No.  133,  Accounting  for Derivative Instruments  and
Hedging Activities, as amended. This statement requires us to recognize all
derivatives on the balance sheet at fair value.  Derivatives  that  are not
hedges   must be adjusted to fair value through earnings. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value
of derivatives  will  either  be offset against the change in fair value of
the hedged assets, liabilities  or  firm  commitments  through earnings, or
recognized in other comprehensive income (loss) until the  hedged  item  is
recognized in earnings. The ineffective portion of a derivative's change in
fair  value is recognized in earnings.  The adoption of SFAS No. 133 had no
impact on the Company as of October 1, 2000.

  IMPACT OF INFLATION

   Due  to  moderate inflation in the U.S. and our rapid inventory turnover
rate, the results  of  operations  have  not been significantly affected by
inflation during the past three-year period.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements  together  with  the  report  of
independent  auditors,  and  financial  statement  schedule are included on
pages 49 through 68 of this document. Financial statement  schedules  other
than   those  included  herein  have  been  omitted  because  the  required
information is contained in the consolidated financial statement or related
notes, or such information is not applicable.

ITEM 9.   CHANGES  IN  AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     Not Applicable

                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

   Reference is made to "Election of Directors" on pages 3 through 5 of the
Company's Proxy Statement  for  its  2001  Annual  Meeting of Stockholders,
which section is incorporated herein by reference.

   Reference is made to "Compliance with Section 16(a) of the Exchange Act"
on page 9 of the Company's Proxy Statement for its 2001  Annual  Meeting of
Stockholders, which section is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Information  responsive  to  Items  11,  12  and  13  is incorporated by
reference  from  the sections entitled "Security Ownership",  "Election  of
Directors", "Executive  Compensation"  and  "Certain  Transactions"  of the
Company's Proxy Statement for its 2001 Annual Meeting of Stockholders.


                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

   (a) Financial Statements

       (1)    The financial statements listed in the accompanying index to
       financial statements and schedules are filed as part of this report.

       (2)    All other schedules for which provision is made in the
       applicable accounting regulations of the SEC are not required under
       the related instructions or are not applicable and therefore have
       been omitted.

       (3)    The financial statements schedule entitled "Valuation and
       Qualifying Accounts and Reserves" is filed as part of this report on
       page 67.

       (4)    Exhibits

   (b) Reports on Form 8-K

       (1)  Pilgrim's Pride filed a Form 8-K on July 23, 2001, to report
       the proposed offering of $200,000,000 aggregate principal amount of
       its senior unsecured notes due in 2011 (the "Notes") under its
       registration statement on Form S-3 (No. 333-84861), (The
       "Registration Statement"), and for the purpose of filing as an
       exhibit the Form T-1 of The Chase Manhattan Bank in connection with
       the Registration Statement and the public offering of the Notes.

       (2)  Pilgrim's Pride filed a Form 8-K on August 9, 2001, to report
       the sale of $200,000,000 aggregate principal amount of its 9 5/8%
       Notes (the "9 5/8% Notes") due September 15, 2011 under the
       Registration Statement, and to file as exhibits the Underwriting
       Agreement, the Indenture, the First Supplemental Indenture, the form
       of Note and the opinion of Baker & McKenzie in connection with the
       Registration Statement and the public offering of the 9 5/8% Notes.

  (c)  Exhibits


EXHIBIT NUMBER
     2.1 Agreement and Plan of Reorganization dated September 15, 1986, by
         and among Pilgrim's Pride Corporation, a Texas corporation;
         Pilgrim's Pride Corporation, a Delaware corporation; and Doris
         Pilgrim Julian, Aubrey Hal Pilgrim, Paulette Pilgrim Rolston,
         Evanne Pilgrim, Lonnie "Bo" Pilgrim, Lonnie Ken Pilgrim, Greta
         Pilgrim Owens and Patrick Wayne Pilgrim (incorporated by reference
         from Exhibit 2.1 to the Company's Registration Statement on Form
         S-1 (No. 33-8805) effective November 14, 1986).

     2.2 Agreement and Plan of Merger dated September 27, 2000
         (incorporated by reference from Exhibit 2 of WLR Foods, Inc.'s
         Current Report on Form 8-K (No. 000-17060) dated September 28,
         2000).

     3.1 Certificate of Incorporation of the Company (incorporated by
         reference from Exhibit 3.1 of the Company's Registration Statement
         on Form S-1 (No. 33-8805) effective November 14, 1986).

     3.2 Amended and Restated Corporate Bylaws of Pilgrim's Pride
         Corporation, a Delaware Corporation, effective May 14,1999
         (incorporated by reference from Exhibit 3.2 of the Company's
         Quarterly Report on Form 10-Q for the three months ended July 3,
         1999).

     3.3 Certificate of Amendment to Certificate of Incorporation of the
         Company (incorporated by reference to Exhibit 1 of the Company's
         Form 8-A, filed with the SEC on July 20, 1999).

     4.1 Certificate of Incorporation of the Company (incorporated by
         reference from Exhibit 3.1 of the Company's Registration Statement
         on Form S-1 (No. 33-8805) effective November 14, 1986).

     4.2 Amended and Restated Corporate Bylaws of Pilgrim's Pride
         Corporation, a Delaware Corporation, effective May 14, 1999,
         (incorporated by reference from Exhibit 3.2 of the Company's
         Quarterly Report on Form 10-Q for the three months ended July 3,
         1999).

     4.3 Form of Indenture between the Company and Ameritrust Texas
         National Association relating to the Company's 10 7/8% Senior
         Subordinated Notes Due 2003 (incorporated by reference from
         Exhibit 4.6 of the Company's Registration Statement on Form S-1
         (No. 33-59626) filed on March 16, 1993).

     4.4 Form of 10 7/8% Senior Subordinated Note Due 2003 (incorporated by
         reference from Exhibit 4.8 of the Company's Registration Statement
         on Form S-1 (No. 33-61160) filed on June 16, 1993).

     4.5 Certificated of Amendment to Certificate of Incorporation of the
         Company (incorporated by reference to Exhibit 1 of the Company's
         Form 8-A, filed with the SEC on July 20, 1999).

     4.6 Indenture dated as of August 9, 2001 by and between Pilgrim's
         Pride Corporation and The Chase Manhattan Bank relating to
         Pilgrim's Pride's 9 5/8% Senior Notes Due 2011 (incorporated by
         reference from Exhibit 4.1 to Pilgrim's Pride's Current Report on
         Form 8-K (No. 001-09273) dated August 9, 2001).

     4.7 First Supplemental Indenture dated as of August 9, 2001 by and
         between Pilgrim's Pride Corporation and The Chase Manhattan Bank
         relating to Pilgrim's Pride's 9 5/8% Senior Notes Due 2011
         (incorporated by reference from Exhibit 4.2 to Pilgrim's Pride's
         Current Report on Form 8-K (No. 001-09273) dated August 9, 2001).

     4.8 Form of 9 5/8% Senior Note Due 2011 (incorporated by reference
         from Exhibit 4.3 to Pilgrim's Pride's Current Report on Form 8-K
         (No. 001-09273) dated August 9, 2001).

    10.1 Pilgrim's Industries, Inc. Profit Sharing Retirement Plan,
         restated as of July 1, 1987 (incorporated by reference from
         Exhibit 10.1 of the Company's Form 8 filed on July 1, 1992).

    10.2 Bonus Plan of the Company (incorporated by reference from Exhibit
         10.2 to the Company's Registration Statement on Form S-1 (No. 33-
         8805) effective November 14, 1986).

    10.3 Employee Stock Investment Plan of the Company (incorporated by
         reference from Exhibit 10.28 of the Company's Registration
         Statement on Form S-1 (No. 33-21057) effective May 2, 1988).

    10.4 Second Amended and Restated Loan and Security Agreement dated July
         31, 1995, by and among the Company, the banks party thereto and
         Creditanstalt-Bankverein, as agent (incorporated by reference from
         Exhibit 10.38 of the Company's Annual Report on Form 10-K for the
         fiscal year ended September 28, 1996).

    10.5 Revolving Credit Loan Agreement dated March 27, 1995 by and among
         the Company and Agricultural Production Credit Association
         (incorporated by reference from Exhibit 10.39 of the Company's
         Annual Report on Form 10-K for the fiscal year ended September 28,
         1996).

    10.6 First Supplement to Revolving Credit Loan Agreement dated July 6,
         1995 by and among the Company and Agricultural Production Credit
         Association (incorporated by reference from Exhibit 10.40 of the
         Company's Annual Report on Form 10-K for the fiscal year ended
         September 28, 1996).

    10.7 Second Supplement to Revolving Credit Loan Agreement dated June
         28, 1996 by and among the Company and Agricultural Production
         Credit Association (incorporated by reference from Exhibit 10.44
         of the Company's Annual Report on Form 10-K for the fiscal year
         ended September 28, 1996).

    10.8 Third Supplement to Revolving Credit Loan Agreement dated August
         22, 1996 by and among the Company and Agricultural Production
         Credit Association (incorporated by reference from Exhibit 10.45
         of the Company's Annual Report on Form 10-K for the fiscal year
         ended September 28, 1996).

    10.9 Note Purchase Agreement dated April 14, 1997 by and between John
         Hancock Mutual Life Insurance Company and Signature 1A (Cayman),
         Ltd. And the Company (incorporated by reference from Exhibit 10.46
         of the Company's Quarterly Report on Form 10-Q for the three
         months ended March 29, 1997).

   10.10 Aircraft Lease Extension Agreement between B.P. Leasing Co., (L.A.
         Pilgrim, Individually) and Pilgrim's Pride Corporation (formerly
         Pilgrim's Industries, Inc.) effective November 15, 1992
         (incorporated by reference from Exhibit 10.48 of the Company's
         Quarterly Report on Form 10-Q for the three months ended March 29,
         1997).

   10.11 Broiler Grower Contract dated May 6, 1997 between Pilgrim's Pride
         Corporation and Lonnie "Bo" Pilgrim (Farm 30) (incorporated by
         reference from Exhibit 10.49 of the Company's Quarterly Report on
         Form 10-Q for the three months ended March 29, 1997).

   10.12 Commercial Egg Grower Contract dated May 7, 1997 between Pilgrim's
         Pride Corporation and Pilgrim Poultry G.P. (incorporated by
         reference from Exhibit 10.50 of the Company's Quarterly Report on
         Form 10-Q for the three months ended March 29, 1997).

   10.13 Agreement dated October 15, 1996 between Pilgrim's Pride
         Corporation and Pilgrim Poultry G.P. (incorporated by reference
         from Exhibit 10.23 of the Company's Quarterly Report on Form 10-Q
         for the three months ended January 2, 1999).

   10.14 Heavy Breeder Contract dated May 7, 1997 between Pilgrim's Pride
         Corporation and Lonnie "Bo" Pilgrim (Farms 44, 45 & 46)
         (incorporated by reference from Exhibit 10.51 of the Company's
         Quarterly Report on Form 10-Q for the three months ended March 29,
         1997).

   10.15 Broiler Grower Contract dated January 9, 1997 by and between
         Pilgrim's Pride and  O.B. Goolsby, Jr. (incorporated by reference
         from Exhibit 10.25 of the Company's Registration Statement on Form
         S-1 (No. 333-29163) effective June 27, 1997).

   10.16 Broiler Grower Contract dated January 15, 1997 by and between
         Pilgrim's Pride Corporation and B.J.M. Farms. (incorporated by
         reference from Exhibit 10.26 of the Company's Registration
         Statement on Form S-1 (No. 333-29163) effective June 27, 1997).

   10.17 Broiler Grower Agreement dated January 29, 1997 by and between
         Pilgrim's Pride Corporation and Clifford E. Butler (incorporated
         by reference from Exhibit 10.27 of the Company's Registration
         Statement on Form S-1 (No. 333-29163) effective June 27, 1997).

   10.18 Second Amendment to Second Amended and Restated Loan and Security
         Agreement dated September 18, 1997 by and among the Company, the
         banks party thereto and Creditanstalt-Bankverein, as agent.

   10.19 Revolving Credit Agreement dated March 2, 1998 by and between
         Pilgrim's Pride de Mexico, S.A. de C.V., (the borrower); Avicola
         Pilgrim's Pride de Mexico, S.A. de C.V. (the Mexican Guarantor),
         Pilgrim's Pride Corporation (the U.S. Guarantor), and COAMERICA
         Bank (the bank), (incorporated by reference from Exhibit 10.32 of
         the Company's Quarterly report on form 10-Q for the three months
         ended March 28, 1998.

   10.20 Receivables Purchase Agreement between Pilgrim's Pride Funding
         Corporation, as Seller, Pilgrim's Pride Corporation, as Servicer,
         Pooled Accounts Receivable Capital Corporation, as Purchaser, and
         Nesbitt Burns Securities Inc., as Agent (incorporated by reference
         from Exhibit 10.33 of the Company's Quarterly report on form 10-Q
         for the three months ended June 27, 1998).

   10.21 Purchase and Contribution Agreement Dated as of June 26, 1998
         between Pilgrim's Pride Funding Corporation and Pilgrim's Pride
         Corporation (incorporated by reference from Exhibit 10.34 of the
         Company's Quarterly report on form 10-Q for the three months ended
         June 27, 1998).

   10.22 Second Amendment to Security Agreement Re:  Accounts Receivable,
         Farm Products and Inventory between Pilgrim's Pride Corporation
         and Harris Trust and Savings Bank (incorporated by reference from
         Exhibit 10.35 of the Company's Quarterly report on form 10-Q for
         the three months ended June 27, 1998).

   10.23 Second Amended and Restated Secured Credit Agreement between
         Pilgrim's Pride Corporation and Harris Trust and Savings Bank,
         individually and as agent and the lenders from time to time
         parties hereto as lenders, dated November 5, 1999.

   10.24 Guaranty Fee Agreement between Pilgrim's Pride Corporation and
         Pilgrim Interests, LTD., dated June 11, 1999.

   10.25 Heavy Breeder Contract dated October 27, 1999 between Pilgrim's
         Pride Corporation and David Van Hoose (Timberlake Farms).

   10.26 Credit Agreement dated December 14, 1999 by and between Pilgrim's
         Pride Corporation and Cobank, ACB, individually and as agent, and
         the lenders from time to time parties thereto as lenders.

   10.27 Revolving  Credit Agreement, made as of September 7, 2001 by and
         between Grupo Pilgrim's Pride Funding S. de R.L. de C.V., Comerica
         Bank, and Comerica Bank Mexico, S.A., Institucion de Banca
         Multiple.*

   10.28 Third Amendment to Second Amended and Restated Secured Credit
         Agreement dated as of November 5, 1999, as amended, between
         Pilgrim's Pride Corporation and Harris Trust and Savings Bank,
         individually and as agent and the lenders from time to time
         parties thereto as lenders, dated as of September 26, 2001.*

      12 Ratio of Earnings to Fixed Charges for the years ended September
         29, 2001, September 30, 2000, October 2, 1999, September 26, 1998
         and September 27, 1997.*

      21 Subsidiaries of Registrant.*

      23 Consent of Ernst & Young LLP.*

         *    Filed herewith





<PAGE>


SIGNATURES

Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act of 1934, the registrant has duly caused  this  report  to  be
signed on its  behalf  by the undersigned, thereunto duly authorized on the
21th day of November 2001.

                                   PILGRIM'S PRIDE CORPORATION

                                    /s/ Richard A. Cogdill
                                   By:
                                   Richard A. Cogdill
                                   Chief Financial Officer
                                   Secretary and Treasurer


Pursuant to the requirements  of  the Securities Exchange Act of 1934, this
report has been signed below by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.

     SIGNATURE                     TITLE                 DATE


________________________      Chairman of the Board    11/21/2001
Lonnie "Bo" Pilgrim


_______________________       Vice Chairman of the Board 11/21/2001
Clifford E. Butler


________________________      Chief Executive Officer  11/21/2001
David Van Hoose               President
                              Chief Operating Officer
                              Director
                              (Principal Executive Officer)


_______________________       Executive Vice President 11/21/2001
Richard A. Cogdill            Chief Financial Officer
                              Secretary and Treasurer
                              Director
                              (Principal    Financial   and   Accounting
                              Officer)




     SIGNATURE                     TITLE                 DATE



_______________________       Senior Vice President    11/21/2001
Lonnie Ken Pilgrim            Director of Transportation
                              Director


_______________________       Director                 11/21/2001
Charles L. Black


_______________________       Director                 11/21/2001
S. Key Coker


______________________        Director                 11/21/2001
Vance C. Miller


______________________        Director                 11/21/2001
James J. Vetter, Jr.


_______________________       Director                 11/21/2001
Donald L. Wass, Ph.D.





<PAGE>



REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Stockholders, the Board of Directors and
Pilgrim's Pride Corporation

   We  have  audited  the  accompanying  consolidated   balance  sheets  of
Pilgrim's Pride Corporation and subsidiaries as of September  29,  2001 and
September  30,  2000,  and  the  related consolidated statements of income,
stockholders' equity, and cash flows  for  each  of  the three years in the
period  ended September 29, 2001.  Our audits also included  the  financial
statement  schedule  listed  in  the  index at Item 14(a).  These financial
statements and schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion  on  these financial statements
and schedule based on our audits.

   We conducted our audits in accordance with auditing  standards generally
accepted in the United States.  Those standards require that  we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial  statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as evaluating  the  overall  financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

   In our  opinion,  the  financial  statements  referred  to above present
fairly,  in all material respects, the consolidated financial  position  of
Pilgrim's  Pride  Corporation  as  of  September 29, 2001 and September 30,
2000, and the consolidated results of its operations and its cash flows for
each  of  the  three  years  in the period ended  September  29,  2001,  in
conformance with accounting principles  generally  accepted  in  the United
States.   Also,  in  our opinion, the related financial statement schedule,
when considered in relation  to  the basic financial statements, taken as a
whole, presents fairly in all material  respects  the information set forth
therein.

Dallas, Texas                                          Ernst & Young LLP
October 29, 2001










<PAGE>


{Consolidated Balance Sheets
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE AND PER       SEPTEMBER 29,     SEPTEMBER 30,
          SHARE DATA)                         2001               2000
<S>                                       <C>      <C>      <C>       <C>
Assets
Current Assets :
  Cash and cash equivalents                 $  20,916         $  28,060
  Trade accounts and other
    receivables, less allowance
    for doubtful accounts                      95,022            50,286
  Inventories                                 314,400           181,237
  Other current assets                         12,934             9,387
    Total Current Assets                      443,272           268,970

OTHER ASSETS                                   20,067            18,576

PROPERTY, PLANT AND EQUIPMENT:
  Land                                         36,350            26,137
  Buildings, machinery and equipment          929,922           565,034
  Autos and trucks                             53,264            48,187
  Construction-in-progress                     71,427            68,743
                                            1,090,963           708,101
  Less accumulated depreciation               338,607           290,227
                                              752,356           417,874
                                           $1,215,695          $705,420

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                         $  151,265          $105,078
  Accrued expenses                             83,558            34,704
  Current maturities of long-term debt          5,099             4,657
    Total Current Liabilities                 239,922           144,439

LONG-TERM DEBT, LESS CURRENT MATURITIES       467,242           165,037
DEFERRED INCOME TAXES                         126,710            52,496
MINORITY INTEREST IN SUBSIDIARY                   889               889
COMMITMENTS AND CONTINGENCIES                      --                --

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value,
    authorized 5,000,000 shares; none
    issued                                         --                --
  Common stock - Class A, $.01 par value,
    authorized 100,000,000 shares; and
    13,794,529 shares issued and outstanding
    in 2001 and 2000, respectively;               138               138
  Common stock - Class B, $.01 par value,
    authorized 60,000,000 shares; 27,589,250
    issued  and outstanding in 2001 and 2000      276               276
  Additional paid-in capital                   79,625            79,625
  Retained earnings                           302,758           264,088
  Accumulated other comprehensive
    income (loss)                                (297)               --
  Less treasury stock, 271,100 shares          (1,568)           (1,568)
    Total Stockholders' Equity                380,932           342,559
                                           $1,215,695          $705,420

See Notes to Consolidated Financial Statements
</TABLE>


Consolidated Statements of Income
Pilgrim's Pride Corporation


<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA) THREE YEARS ENDED SEPTEMBER 29, 2001

                                       2001         2000         1999
<S>                                  <C>    <C>   <C>    <C>   <C>    <C>
NET SALES                            $2,214,712   $1,499,439   $1,357,403
COST AND EXPENSES:
  Cost of sales                       2,000,762    1,333,611    1,171,695
  Selling, general and administrative   119,408       85,340       76,204
                                      2,120,170    1,418,951    1,247,899
   Operating Income                      94,542       80,488      109,504

OTHER EXPENSES (INCOME):
   Interest expense, net                 30,775       17,779       17,666
   Foreign exchange (gain) loss             122         (152)         (50)
   Miscellaneous, net                       351           75          984
                                         31,248       17,702       18,600

INCOME BEFORE INCOME TAXES AND
   EXTRAORDINARY CHARGE                  63,294       62,786       90,904
INCOME TAX EXPENSE                       21,263       10,442       25,651
INCOME BEFORE EXTRAORDINARY CHARGE       42,031       52,344       65,253
EXTRAORDINARY CHARGE, NET OF  TAX           894           --           --
NET INCOME                              $41,137      $52,344      $65,253

INCOME PER COMMON SHARE BEFORE EXTRAORDINARY
   CHARGE - BASIC AND DILUTED           $  1.02      $  1.27      $  1.58
EXTRAORDINARY CHARGE, NET OF  TAX          (.02)          --           --
NET INCOME PER COMMON SHARE-BASIC
   AND DILUTED                          $  1.00      $  1.27      $  1.58

See Notes to Consolidated Financial Statements
</TABLE>







<PAGE>


{Consolidated Statements of Stockholders' Equity
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE DATA)
                                                     ACCUMULATED
               SHARES OF     TOTAL ADDITIONAL           OTHER
              COMMON STOCK   PAR     PAID-IN RETAINED COMPREHENSIVE TREASURY
             CLASS A CLASS B VALUE   CAPITAL  EARNINGS  LOSS          STOCK  TOTAL

<S>          <C> <C> <C>     <C><C><C> <C> <C> <C>  <C>  <C> <C> <C> <C>  <C>  <C>
Balance at September
   26, 1998      --  27,589,250  $276  $79,763 $150,832   $ --   $   --   $230,871
Dividend of Class A
Common Stock 13,794,529      --   138     (138)
Net income for year                              65,253                     65,253
Cash dividends declared
   ($.045 per share)                             (1,865)                    (1,865)

Balance at October 2,
   1999      13,794,529 27,589,250 414  79,625  214,220                    294,259
Treasury stock
   purchased   (271,100)                                           (1,568)  (1,568)
Net income for year                               52,344                    52,344
Cash dividends declared
   ($.06 per share)                               (2,476)                   (2,476)

Balance at September 30,
   2000     13,523,426  27,589,250 414  79,625   264,088           (1,568) 342,559
Net income for year                               41,137                    41,137
Other comprehensive income (loss):
   Losses on commodity hedging                              (994)             (994)
   Hedging losses reclassified as earnings                   697               697
   Total comprehensive income                                               40,840
Cash dividends declared
   ($.06 per share)                               (2,467)                   (2,467)

Balance at September 29,
   2001     13,523,429 27,589,250 $414 $79,625  $302,758   ($297) ($1,568)$380,932
See Notes to Consolidated Financial Statements

</TABLE>







<PAGE>


Consolidated Statements of Cash Flows
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
(IN THOUSANDS)                               THREE YEARS ENDED SEPTEMBER 29, 2001

                                             2001            2000          1999
<S>                                         <C>  <C>       <C>   <C>    <C>    <C>
Cash Flows From Operating Activities:
 Net income                                  $41,137        $52,344        $65,253
 Adjustments to reconcile net income to
   cash provided by operating activities:
   Depreciation and amortization              55,390         36,027         34,536
   Loss on property disposals                    301          1,093          2,668
   Deferred income taxes                      12,737            444         (5,595)
   Extraordinary charge                        1,434             --             --
 Changes in operating assets and
   liabilities:
   Accounts and other receivables             10,445         34,082         (2,555)
   Inventories                               (26,952)       (13,202)       (26,351)
   Other current assets                       (4,494)           245           (474)
   Accounts payable and accrued expenses      (1,030)        19,982         14,195
   Other                                      (1,135)          (212)          (225)
 Cash Provided by Operating Activities        87,833        130,803         81,452

INVESTING ACTIVITIES:
   Acquisitions of property, plant
      and equipment                         (112,632)       (92,128)       (69,649)
   Business acquisition                     (239,539)            --             --
   Proceeds from property disposals            2,472          2,319          1,178
   Other, net                                    571         (6,055)        (2,822)
 Cash Used in Investing Activities          (349,128)       (95,864)       (71,293)

FINANCING ACTIVITIES:
   Borrowing for acquisition                 285,070             --             --
   Repayment on WLR Foods debt               (45,531)            --             --
   Proceeds from notes payable to banks      136,000         71,000         24,500
   Repayments on notes payable to banks     (136,000)       (71,000)       (24,500)
   Proceeds from long-term debt              425,423         20,047         15,258
   Payments on long-term debt               (408,316)       (38,622)       (33,027)
   Purchase of treasury stock                     --         (1,568)            --
   Cash dividends paid                        (2,467)        (2,476)        (1,865)
Cash Provided By (Used In)Financing
   Activities                                254,179        (22,619)       (19,634)

Effect of exchange rate changes on
   cash and cash equivalents                     (28)            37             53

Increase (decrease)  in cash and cash
   equivalents                                (7,144)        12,357         (9,422)
Cash and cash equivalents at beginning
   of year                                    28,060         15,703         25,125

Cash and cash equivalents at end of
   year                                      $20,916        $28,060        $15,703

SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the year for:
   Interest (net of amount capitalized)      $26,948        $17,178        $18,130
   Income taxes                              $ 7,255        $13,258        $31,835

See Notes to Consolidated Financial Statements
</TABLE>





<PAGE>

PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
SEPTEMBER 29, 2001


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PILGRIM'S  PRIDE CORPORATION (REFERRED TO HEREIN AS  "THE  COMPANY",  "WE",
"US", "OUR", OR SIMILAR TERMS) IS THE SECOND LARGEST PRODUCER OF POULTRY IN
BOTH THE UNITED  STATES  AND MEXICO.  IN THE UNITED STATES, WE PRODUCE BOTH
PREPARED  AND  FRESH CHICKEN  AND  TURKEY,  WHILE  IN  MEXICO,  WE  PRODUCE
EXCLUSIVELY FRESH  CHICKEN.   THROUGH  VERTICAL INTEGRATION, WE CONTROL THE
BREEDING, HATCHING AND GROWING OF CHICKENS  AND  TURKEYS AND THE PROCESSING
AND PREPARATION, PACKAGING AND SALE OF OUR PRODUCT LINES.

OUR  PREPARED CHICKEN PRODUCTS INCLUDE PORTION-CONTROLLED  BREAST  FILLETS,
TENDERLOINS AND STRIPS, DELICATESSEN PRODUCTS, FRANKFURTERS, SALADS, FORMED
NUGGETS  AND  PATTIES  AND  BONE-IN CHICKEN PARTS.  THESE PRODUCTS ARE SOLD
EITHER REFRIGERATED OR FROZEN  AND MAY BE FULLY COOKED, PARTIALLY COOKED OR
RAW.  IN ADDITION, THESE PRODUCTS  ARE  BREADED  OR  NON-BREADED AND EITHER
PRE-MARINATED OR NON-MARINATED.

THE COMPANY ALSO SELLS FRESH CHICKEN PRODUCTS TO THE FOODSERVICE AND RETAIL
MARKETS.   OUR FRESH CHICKEN PRODUCTS CONSIST OF REFRIGERATED  (NON-FROZEN)
WHOLE OR CUT-UP  CHICKEN,  EITHER  PRE-MARINATED OR NON-MARINATED, AND PRE-
PACKAGED   CHICKEN,  WHICH  INCLUDES  VARIOUS   COMBINATIONS   OF   FRESHLY
REFRIGERATED, WHOLE CHICKENS AND CHICKEN PARTS.

On January 27,  2001,  we  acquired WLR Foods, Inc. (formerly Nasdaq: WLRF)
for $239.5 million and the assumption of $45.5 million of indebtedness. The
purchase price and refinancing were provided by borrowings on the Company's
existing secured term borrowing facility (see Note C).  WLR operations have
been included since the acquisition  on  January 27, 2001.  The acquisition
is being accounted for under the purchase  method  of  accounting  and  the
purchase price, which is still preliminary, has been allocated based on the
estimated  fair value of assets and liabilities.  THE WLR FOODS ACQUISITION
PROVIDED US  WITH  CHICKEN  AND TURKEY PROCESSING FACILITIES IN THE EASTERN
UNITED STATES.





<PAGE>

PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
SEPTEMBER 29, 2001


PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial  information has been presented as if the
acquisition of WLR Foods, Inc. had occurred  as  of  the  beginning of each
period presented.  In addition, certain reclassifications have been made to
the WLR historical financial statements to conform to the presentation used
by the Company.

<TABLE>
<CAPTION>
IN THOUSANDS, EXCEPT PER SHARE DATA                      YEAR ENDED

                                                 2001                 2000
<S>                                            <C>    <C>        <C>    <C>
Net Sales                                      $2,479,259        $2,311,666
Operating Income                                   99,128            86,017
Interest Expense, Net                              39,790            44,820
Income Before Taxes                                58,607            42,209
Income before Extraordinary Charge                 39,171            39,792
Net Income                                     $   38,277        $   39,792

Income per Common Share before
   Extraoridnary Charge - Basic and Diluted    $     0.95        $     0.97
Extraordinary Charge, Net of Tax                    (0.02)               --
Net Income per Common Share                    $     0.93        $     0.97

Other Information:
     Depreciation and Amortization             $   64,565        $   63,892
</TABLE>

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include  the accounts of Pilgrim's
Pride   Corporation  and  its  wholly  and  majority  owned   subsidiaries.
Significant intercompany accounts and transactions have been eliminated.

The Company reports on the basis of a 52/53-week fiscal year, which ends on
the Saturday closest to September 30.  As a result, fiscal year 1999 had 53
weeks, while fiscal years 2001 and 2000 each had 52 weeks.

The  financial   statements   of  the  Company's  Mexico  subsidiaries  are
remeasured  as  if  the  U.S.  dollar   were   the   functional   currency.
Accordingly,   assets  and  liabilities  of  the  Mexico  subsidiaries  are
translated at end-of-period exchange rates, except for non-monetary assets,
which are translated  at  equivalent  dollar  costs at dates of acquisition
using  historical  rates.  Operations are translated  at  average  exchange
rates in effect during  the period.  Foreign exchange losses are separately
stated as a component of  "Other  Expenses  (Income)"  in  the Consolidated
Statement of Income.

REVENUE RECOGNITION

The Company generally recognizes revenue when the product is shipped to the
customer and shipping and handling expenses are included in  cost  of goods
sold.

CASH EQUIVALENTS

The  Company  considers  highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

INVENTORIES

Live poultry inventories are  stated  at  the  lower  of cost or market and
breeder  hens  at  the  lower  of  cost, less accumulated amortization,  or
market.  The costs associated with breeder  hens  are accumulated up to the
production stage and amortized over the productive lives using the unit-of-
production  method.   Finished  poultry  products,  feed,  eggs  and  other
inventories are stated at the lower of cost (first-in, first-out method) or
market.   Occasionally, the Company hedges a portion of  its  purchases  of
major feed  ingredients  using  futures  contracts  to minimize the risk of
adverse price fluctuations.  The changes in market value of such agreements
have a high correlation to the price changes of the feed  ingredients being
hedged.   Gains  and  losses  on  the  hedge transactions are deferred  and
recognized as a component of cost of sales  when  products are sold.  Gains
and  losses on the futures contracts would be recognized  immediately  were
the changes  in  the  market  value  of the agreements cease to have a high
correlation to the price changes of the feed ingredients being hedged.

Statement  of  Accounting  Standards No.  133;  ACCOUNTING  FOR  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES  ("SFAS 133"), was adopted on October 1,
2000.  No transitional impact resulted  from the adoption of SFAS 133.  The
Company recognizes all derivatives on the  balance  sheet  at  fair  value.
Derivatives  that are not hedges are adjusted to fair value through income.
If the derivative  is a hedge, changes in the fair value of derivatives are
offset against the change  in fair value of the hedged assets, liabilities,
or firm commitments through  earnings  or recognized in other comprehensive
income until the hedged item is recognized  in  earnings.   The ineffective
portion of a derivative's change in fair value is immediately recognized in
earnings.   No  significant  ineffectiveness  was recognized in 2001.   The
Company evaluates the effectiveness of the risk  reduction  and correlation
criteria based on forecasted future purchases (primarily corn  and soybean)
and  continues  to  evaluate  the  effectiveness  of  the  hedge  until the
transaction is closed.

PROPERTY, PLANT AND EQUIPMENT

Property,  plant and equipment is stated at cost.  Depreciation is computed
using the straight-line  method  over  the  estimated useful lives of these
assets.  Depreciation expense was $54.4 million,  $34.7  million  and $33.4
million in 2001, 2000 and 1999, respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

As  of  September 29, 2001, accumulated other comprehensive income consists
of  mark-to-market   adjustments   on   open  commodity  future  contracts.
Comprehensive income for the year ended September  29,  2001 was net of the
related tax benefit of $179,000.

NET INCOME PER COMMON SHARE

Net income per share is based on the weighted average number  of  shares of
common  stock outstanding during the year.  The weighted average number  of
shares outstanding  (basic  and  diluted)   and  per-share amounts included
herein were 41,112,679 in 2001, 41,289,142 in 2000  and  41,383,779 in 1999
after adjustment for the common stock dividend referred to in Note F.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity with  generally
accepted accounting principles requires management  to  make  estimates and
assumptions that affect the reported amounts of assets and liabilities  and
disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting  period.  Actual results  could  differ  from  those
estimates.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards  142  "GOODWILL AND OTHER INTANGIBLE ASSETS"
(SFAS  142).   SFAS  142  is effective for  fiscal  years  beginning  after
December 15, 2001 and requires  that goodwill and certain intangible assets
will no longer be amortized upon  adoption.   SFAS 142 also establishes new
standards  for  evaluating impairment of goodwill  and  certain  intangible
assets.  The adoption  of this statement is not expected to have a material
effect on the Company.

NOTE B - INVENTORIES

Inventories consist of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS)                 2001        2000
<S>                          <C>  <C>     <C> <C>
Chicken:
   Live chicken and hens      $97,073     $72,438
   Feed, eggs and other        77,970      54,627
   Finished chicken products   70,493      54,172
                              245,536     181,237
Turkey:
   Live turkey and hens        30,694          --
   Feed, eggs and other         3,906          --
   Finished turkey products    34,264          --
                               68,864          --
     Total Inventory         $314,400    $181,237
</TABLE>

NOTE C - NOTES PAYABLE AND LONG-TERM DEBT

At September 29, 2001, the  Company  maintained $130.0 million in revolving
credit facilities and $400.0 million in  secured  revolving/term  borrowing
facilities.  The $400.0 million revolving/term borrowing facilities provide
for  $285.0  million  and $115.0 million of 10 year and 7 year commitments,
respectively.  Borrowings under these facilities are split pro rata between
the 10 year and 7 year  maturities  as  they  occur.  The credit facilities
provide for interest at rates ranging from LIBOR  plus five-eighths percent
to LIBOR plus two and three-quarters percent, depending  upon the Company's
total  debt  to  capitalization ratio.  Interest rates on debt  outstanding
under these facilities at September 29, 2001 ranged from LIBOR plus one and
one-quarter percent  to  LIBOR  plus  two  and  one-quarter percent.  These
facilities are secured by inventory and fixed assets  or are unsecured.  At
September 29, 2001, $86.0 million was available under the  revolving credit
facilities  and  $225.0  million  was  available  under  the term borrowing
facilities.   Annual  maturities  of  long-term  debt  for  the five  years
subsequent to September 29, 2001 are:  2002 -- $5.1 million;  2003  -- $7.1
million;  2004  --  $16.2 million; 2005 -- $15.6 million; and 2006 -- $55.0
million.

On June 29, 1999, the Camp County Industrial Development Corporation issued
$25.0  million  of variable-rate  environmental  facilities  revenue  bonds
supported by letters  of  credit  obtained by the Company.  The Company may
borrow from these proceeds over the  construction  period of its new sewage
and solid waste disposal facilities at a poultry by-products  plant  to  be
built  in  Camp  County,  Texas.  The Company is not required to borrow the
full amount of the proceeds  from  the  bonds.   All  amounts borrowed from
these funds will be due in 2029.  The amounts the Company  borrows  will be
reflected as debt when received from the Camp County Industrial Development
Corporation.   The  interest rates on amounts borrowed will closely  follow
the tax-exempt commercial  paper rates.  Presently, there are no borrowings
outstanding under these bonds.

On August 9, 2001, the Company  issued  $200.0  million in senior unsecured
notes with an interest rate of 9 5/8% maturing on  September 15, 2011.  The
proceeds from note offering were used to redeem the remaining $90.8 million
outstanding of our 10 7/8% senior subordinated notes due 2003.  The balance
of  the proceeds was used to reduce outstanding under  our  $400.0  million
revolving/term  borrowing  facility.  As a result of the Company's decision
to  retire all of the 10 7/8%  Senior  Subordinated  Notes  due  2003,  the
Company  has  recorded  an  extraordinary  loss  of  $894,000, net of a tax
benefit of $539,000.

On  September  7,  2001,  we  amended  and  restated  our revolving  credit
agreement for Mexico, increasing the commitment from $20.0 million to $30.0
million.  The entire amount matures in three years.  The  facility provides
for  interest  rates ranging from LIBOR plus one and one-quarter  to  LIBOR
plus one and one-half  percent.   At  September 29, 2001, $30.0 million was
outstanding, the proceeds of which were  used  to  reduce  existing  credit
facilities.

The  Company is required, by certain provisions of its debt agreements,  to
maintain  levels  of working capital and net worth, to limit dividends to a
maximum of $3.4 million  per  year,  and  to maintain various fixed charge,
leverage,  current and debt-to-equity ratios.   Substantially  all  of  the
Company's domestic  property,  plant and equipment is pledged as collateral
on its long-term debt and credit facilities.  The Mexico debt is secured by
accounts receivable, inventories and certain fixed assets.

Total interest was $38.9 million,  $21.7 million and $20.8 million in 2001,
2000  and  1999,  respectively.   Interest   related  to  new  construction
capitalized in 2001, 2000 and 1999 was $7.2 million,  $3.3 million and $2.0
million, respectively.

<TABLE>
<CAPTION>
LONG-TERM DEBT CONSISTS OF THE FOLLOWING:
(IN THOUSANDS)                               Maturity      2001       2000
<S>                                          <C>   <C>   <C>  <C>   <C>  <C>
Senior unsecured notes, interest at 9 5/8%     2011     $200,000    $      -
Revolving term/credit facility - 10 year
   tranche at LIBOR plus 2 .25%                2009      124,688       5,600
Notes payable to an insurance company
   at 7.07%  - 7.21%                           2006       65,474      70,121
Revolving term/credit facility - 7 year
   tranche at LIBOR plus 2.0%                  2006       50,313       2,400
Notes payable to a bank at                     2004       30,000          --
LIBOR plus 1.25 to 1.50
Other notes payable                         Various        1,866       1,078
Senior subordinated notes,
   interest at 10 7/8%                         2003           --      90,495
                                                         472,341     169,694
Less current maturities                                    5,099       4,657
                                                        $467,242    $165,037
</TABLE>

The fair value of long-term debt, at September 29, 2001  and  September 30,
2000  based upon quoted market prices for the same or similar issues  where
available  or  by  using  discounted  cash flow analysis, was approximately
$469.6 million and $166.2 million, respectively.

NOTE D - INCOME TAXES

Income before income taxes after allocation  of certain expenses to foreign
operations  for 2001, 2000 and 1999 was $57.8 million,  $32.7  million  and
$76.6 million,  respectively,  for  U.S. operations and $5.5 million, $30.0
million  and  $14.3 million, respectively,  for  foreign  operations.   The
provisions for  income  taxes  are  based  on  pre-tax  financial statement
income.

The components of income tax expense (benefit) are set forth below:
<TABLE>
<CAPTION>
(IN THOUSANDS)           2001        2000       1999
<S>                   <C>  <C>    <C> <C>     <C> <C>
Current:
   Federal             $6,045     $ 9,239    $28,449
   Foreign              1,594         138        318
   State and other        348         621      2,480
                        7,987       9,998     31,247
Deferred               12,737         444     (5,596)
                      $20,724     $10,442    $25,651
</TABLE>





<PAGE>

PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
SEPTEMBER 29, 2001


The following is a reconciliation between the statutory U.S. federal
income tax rate and the Company's effective income tax rate:
<TABLE>
<CAPTION>
(IN THOUSANDS)                              2001     2000    1999
<S>                                       <C> <C>  <C> <C>  <C> <C>
Federal income tax rate                     35.0%    35.0%    35.0%
State tax rate, net                          2.4      1.4      1.3
Difference in U.S. statutory tax rate and
   Mexico's effective tax  rate             (3.9)   (19.8)    (8.1)
                                            33.5%    16.6%    28.2%
</TABLE>

Deferred  income  taxes  reflect  the net effects of temporary  differences
between  the  carrying  amounts of assets  and  liabilities  for  financial
reporting purposes and the amounts used for income tax purposes.

Significant components of the Company's deferred tax liabilities and assets
are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)                                    2001             2000
<S>                                             <C> <C>           <C> <C>

Deferred tax liabilities:
   Tax over book depreciation                    $97,667          $24,390
   Inventory valuation                            27,926               --
   Prior use of cash accounting                   26,625           27,470
   Other                                           2,419            2,849
      Total deferred tax liabilities             154,637           54,709
Deferred tax assets:
   Expenses deductible in different years         23,027            8,469
      Total deferred tax asset                    23,027            8,469
         Net deferred tax liabilities           $131,610          $46,240
</TABLE>

The  Company  has not provided  any  U.S.  deferred  income  taxes  on  the
undistributed  earnings   of   its   Mexico  subsidiaries  based  upon  its
determination that such earnings will  be  indefinitely  reinvested.  As of
September  29,  2001,  the  cumulative  undistributed  earnings   of  these
subsidiaries were approximately $164.4 million.  If such earnings were  not
considered  indefinitely reinvested, deferred U.S. and foreign income taxes
would have been  provided,  after  consideration  of  estimated foreign tax
credits.   However,  determination  of the amount of deferred  federal  and
foreign income taxes is not practical.

NOTE E - ACCOUNTS RECEIVABLE

The Company does not believe it has significant  concentrations  of  credit
risk  in  its  accounts  receivable, which are generally unsecured.  Credit
evaluations are performed  on  all  significant  customers  and  updated as
circumstances dictate.  Allowances for doubtful accounts were $3.9  million
and   $4.1   million   at  September  29,  2001  and  September  30,  2000,
respectively.

On June 26, 1998, the Company  entered into an Asset Sale Agreement to sell
up to $60.0 million of accounts  receivable.   In connection with the Asset
Sale Agreement, the Company sells, on a revolving  basis,  certain  of  its
trade   receivables   (the  "Pooled  Receivables")  to  a  special  purpose
corporation wholly owned  by  the Company, which in turn sells a percentage
ownership interest to third parties.  At September 29, 2001, an interest in
these Pooled Receivables of $58.5  million  had  been sold to third parties
and is reflected as a reduction to accounts receivable.  These transactions
have  been  recorded as sales in accordance with FASB  Statement  No.  140,
ACCOUNTING  FOR   TRANSFERS   AND   SERVICING   OF   FINANCIAL  ASSETS  AND
EXTINGUISHMENTS OF LIABILITIES.  The gross proceeds resulting from the sale
are  included in cash flows from operating activities in  the  Consolidated
Statements of Cash Flows.  Losses on these sales were immaterial.

NOTE F - COMMON STOCK

The Company has two series of authorized common stock, Class A common stock
and Class  B  common stock.  The shares have substantially the same rights,
powers and limitations,  except  that  each  share  of Class B common stock
entitles  the  holder  thereof to 20 votes per share, except  as  otherwise
provided by law, on any matter submitted for a stockholder vote, while each
share of Class A common  stock  entitles the holder thereof to one vote per
share on any such matter.

On July 2, 1999, the Company's Board of Directors declared a stock dividend
of the Company's Class A common stock.   Stockholders of record on July 20,
1999 received one share of the Company's Class A common stock for every two
shares of the Company's Class B common stock  held  as  of  that date.  The
additional  shares  were  issued on July 30, 1999.  Per share and  weighted
average shares outstanding  amounts for periods prior to July 30, 1999 have
been restated to give effect to the stock dividend.

During 2000, the Company repurchased 271,100 shares of Class A common stock
at a total cost of $1.6 million.

NOTE G - SAVINGS PLAN

The  Company  maintains  a Section  401(k)  Salary  Deferral  Plan  (the
"Plan").   Under  the  Plan,  eligible   U.S.   employees  may  voluntarily
contribute a percentage of their compensation.  The  Plan  provides  for  a
contribution  of  up  to four percent of compensation subject to an overall
Company contribution limit  of  five percent of the U.S. operation's income
before taxes.  Under this plan, the  Company's  expenses were $3.7 million,
$2.3 million and $4.6 million in 2001, 2000 and 1999, respectively.





<PAGE>

PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
SEPTEMBER 29, 2001


NOTE H - RELATED PARTY TRANSACTIONS

The  major  stockholder of the Company owns an egg  laying  and  a  chicken
growing operation.  Transactions  with  related  entities are summarized as
follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)                  2001     2000    1999
<S>                           <C> <C>  <C> <C>  <C> <C>

Contract egg grower fees to
   major stockholder           $ 1,537  $ 5,100  $ 4,501
Lease payment to major
   stockholder                     564       --       --
Chick, feed and other
   sales to major stockholder   38,771   31,879   25,076
Live chicken purchases from
   major stockholder            39,784   31,979   26,899
</TABLE>

On  December  29,  2000 the Company entered into an agreement  to  lease  a
commercial egg property  and  assume  all  of  the  ongoing  costs  of  the
operation from the Company's major stockholder.  The Company had previously
purchased  the  eggs  produced  from  this operation pursuant to a contract
grower arrangement.  The lease term runs for ten years with a monthly lease
payment of $62,500.  The Company has an  option  to extend the lease for an
additional five years, with an option at the end of  the  lease to purchase
the  property  at  fair  market  value  as  determined  by  an  independent
appraisal.

The  Company  leases  an  airplane  from  its  major  stockholder  under an
operating  lease  agreement.   The  terms  of  the  lease agreement require
monthly  payments of $33,000 plus operating expenses.   Lease  expense  was
$396,000 for  each  of  the  years 2001, 2000 and 1999.  Operating expenses
were $234,066, $127,680, $135,786 in 2001,  2000 and 1999, respectively.

The  Company  had accounts receivable  of  approximately  $0.1  million  at
September 30, 2000,  from related parties, including its major stockholder.

On February 14, 2000, the Company purchased substantially all of the assets
of a chicken litter  disposal  and  fertilizer  business  operated  by  the
Company's major stockholder's son for approximately $8.5 million.

NOTE I - COMMITMENTS

The  Consolidated Statements of Income include rental expense for operating
leases  of  approximately $28.7 million, $22.4 million and $17.3 million in
2001, 2000 and  1999,  respectively.   The  Company's  future minimum lease
commitments under non-cancelable operating leases are as  follows:  2002 --
$22.1 million; 2003 -- $19.7 million; 2004 -- $16.8 million;  2005 -- $14.2
million; 2006 -- $11.1 million and thereafter $15.4 million.

At September 29, 2001, the Company had $14.0 million in letters  of  credit
outstanding relating to normal business transactions.

NOTE J - CONTINGENCIES

Since  March  23,  1999,  the Company has been a plaintiff in two antitrust
lawsuits in U.S. District Court  in  Washington, D.C. alleging a world-wide
conspiracy  to  control production capacity  and  raise  prices  of  common
vitamins such as A, B-4, C and E.  On November 3, 1999, a settlement, which
was entered into as part of a class action lawsuit to which the Company was
a member, was agreed  to  among  the  defendants and the class, which would
provide for a recovery of between 18-20%  of  vitamins  purchased  from the
defendants  from 1990 through 1998.  On March 28, 2000, the judge presiding
over the case  accepted  the  negotiated  settlement  between  the parties;
however,  appeals  from  various  sources are in process.  The Company  has
filed documentation showing that vitamin purchases made during the recovery
period  totaled  approximately $14.9  million.   During  fiscal  2001,  the
Company received $3.3 million in final settlement of its claim.

In January of 1998,  seventeen of our current and/or former employees filed
the case of "Octavius  Anderson,  et al. v. Pilgrim's Pride Corporation" in
the United States District Court for  the Eastern District of Texas, Lufkin
Division claiming Pilgrim's Pride violated  requirements  of the Fair Labor
Standards  Act.  The suit alleged Pilgrim's Pride failed to  pay  employees
for all hours worked.  The suit generally alleged that (1) employees should
be paid for time spent to put on, take off, and clean certain personal gear
at the beginning  and  end  of their shifts and breaks and (2) the use of a
master time card or production  "line"  time fails to pay employees for all
time  actually worked.  Plaintiffs sought  to  recover  unpaid  wages  plus
liquidated damages and legal fees.  Approximately 1,700 consents to join as
plaintiffs  were  filed  with the court by current and/or former employees.
During the week of March 5,  2001,  the case was tried in the Federal Court
of the Eastern District of Texas, Lufkin,  Texas.  The Company prevailed at
the  trial with a judgment issued by the judge,  which  found  no  evidence
presented  to  support  the  plaintiffs'  allegations.  The plaintiffs have
filed  an  appeal in the Fifth Circuit Court  of  Appeals  to  reverse  the
judge's decision.   The  plaintiff's  brief  was  submitted to the court on
November 5, 2001.  Pilgrim's Pride's response to the  plaintiff's  brief to
the Fifth Circuit Court of Appeals is due on December 5, 2001.  Neither the
likelihood  of an unfavorable outcome nor the amount of ultimate liability,
if any, with  respect  to  this  case  can be determined at this time.  The
Company does not expect this matter, individually  or collectively, to have
a  material  impact  on  our financial position, operations  or  liquidity.
Substantially similar suits  have  been filed against four other integrated
poultry companies, including WLR Foods,  one of which resulted in a federal
judge dismissing most of the plaintiffs' claims  in  that action with facts
similar to our case.

In  August of 2000, four of our current and/or former employees  filed  the
case of "Betty Kennell, et al. v. Wampler Foods, Inc." in the United States
District  Court  for  the  Northern  District of West Virginia, claiming we
violated requirements of the Fair Labor  Standards Act.  The suit generally
makes the same allegations as Anderson v.  Pilgrim's Pride discussed above.
Plaintiffs seek to recover unpaid wages plus  liquidated  damages and legal
fees.  Approximately 150 consents to join as plaintiffs were filed with the
court by current and/or former employees.  No trial date has  been set.  To
date, only limited discovery has been performed.  Neither the likelihood of
an unfavorable outcome nor the amount of ultimate liability, if  any,  with
respect to this case can be determined at this time.  We do not expect this
matter,  individually  or  collectively,  to  have a material impact on our
financial position, operations or liquidity.

The Company is subject to various other legal proceedings and claims, which
arise  in  the  ordinary  course  of  its  business.   In  the  opinion  of
management, the amount of ultimate liability  with respect to these actions
will not materially affect the financial position  or results of operations
of the Company.

NOTE K - FINANCIAL INSTRUMENTS

The  Company  is  a  purchaser of certain commodities, primarily  corn  and
soybeans.  The Company  periodically uses commodity futures and options for
hedging purposes to reduce the effect of changing commodity prices and as a
mechanism to procure the  grains.  The contracts that effectively meet risk
reductions and correlation  criteria  are  recorded using hedge accounting.
Gains and losses on closed hedge transactions  are  recorded as a component
of the underlying inventory purchase.

At  September 29, 2001, (there were no outstanding contracts  at  September
30, 2000), the Company held the following commodity contracts consisting of
delivery  contracts  settling  between  October  2001  and  July  2002. The
following   table   provides  information  about  the  Company's  financial
instruments that is sensitive to changes in commodity prices:

<TABLE>
<CAPTION>
Dollars in thousands, except per unit contract/strike prices

                           Notional     Weighted Average
                 Units     Amount   Contract/Strike Price   Fair Value
<S>              <C> <C>   <C>   <C>      <C>      <C>         <C> <C>
Hedging Position:
   Long positions
      in corn    Bushels    14,860            $2.22             ($476)
</TABLE>

NOTE L - BUSINESS SEGMENTS

Since  the  acquisition  of  WLR  Foods  on  January  27, 2001, the Company
operates in two reportable business segments as (1) a producer  of  chicken
and other products and (2) a producer of turkey products.

The  Company's  chicken and other products segment primarily includes sales
of chicken  products  the  Company produces and purchases for resale in the
United States and Mexico, and  also  includes  table  eggs  and  feed.  The
Company's  chicken  and other products segment conducts separate operations
in  the  United  States   and  Mexico  and  is  reported  as  two  separate
geographical areas.  The Company's  turkey segment includes sales of turkey
products produced in our turkey operation recently acquired from WLR Foods,
whose operations are exclusively in the United States.

Inter-area  sales and inter-segment sales,  which  are  not  material,  are
accounted for  at  prices comparable to normal trade customer sales.  Total
assets by segment and  geographic  area  are those assets which are used in
the Company's operations in each segment or  area.   Corporate  assets  and
expenses are included with chicken and other products.

The following table presents certain information regarding our segments:
<TABLE>
<CAPTION>
                                            FISCAL YEAR ENDED
                           SEPTEMBER 29,      SEPTEMBER 30,     OCTOBER 2,
                              2001(A)             2000             1999
<S>                       <C>       <C>       <C>        <C>    <C>     <C>
                           (52 WEEKS)            (52 WEEKS)       (53 WEEKS)
                                              (IN THOUSANDS)
NET SALES TO CUSTOMERS:
Chicken  and Other Products:
   United States           $1,652,199           $1,192,077       $1,102,903
   Mexico                     323,678              307,362          254,500
      Sub-total             1,975,877            1,499,439        1,357,403
Turkey                        238,835                   --               --
      Total                $2,214,712           $1,499,439       $1,357,403

OPERATING INCOME:
Chicken and Other Products:
   United States           $   78,096           $   45,928       $   88,177
   Mexico                      12,157               34,560           21,327
      Sub-total                90,253               80,488          109,504
   Turkey                       4,289                   --               --
      Total                $   94,542           $   80,488       $  109,504

Depreciation and Amortization(b)
Chicken and Other Products:
   United States           $   38,155           $   24,444       $   23,185
   Mexico                      11,962               11,583           11,351
      Sub-total                50,117               36,027           34,536
 Turkey                         5,273                   --               --
      Total                $   55,390           $   36,027       $   34,536

TOTAL ASSETS:
Chicken and Other Products:
  United States            $  764,073           $   496,173
  Mexico                      247,681               209,247
    Sub-total               1,011,754               705,420
Turkey                        203,941                    --
    Total                  $1,215,695           $   705,420

CAPITAL EXPENDITURES: (A)
Chicken and Other Products
  United States            $   80,173           $    69,712
  Mexico                       29,425                22,417
    Sub-total                 109,598                92,129
Turkey                          3,034                    --
    Total                  $  112,632           $    92,129
</TABLE>

(A)  EXCLUDES BUSINESS ACQUISITION COST OF $239,539, INCURRED IN CONNECTION
     WITH THE ACQUISITION OF WLR FOODS ON JANUARY 27, 2001.
(B)  INCLUDES  AMORTIZATION  OF CAPITALIZED FINANCING COSTS OF APPROXIMATELY
     $0.9 MILLION, $1.2 MILLION, AND $1.1 MILLION IN FISCAL YEAR 2001, 2000
     AND 1999, RESPECTIVELY.

AS OF SEPTEMBER 29, 2001, THE  COMPANY  HAD  NET ASSETS IN MEXICO OF $199.0
MILLION.  THERE WERE NO CUSTOMERS REPRESENTING  10%  OR  MORE OF REVENUE IN
FISCAL  2001.  DURING 2000 AND 1999, REVENUE FROM ONE CUSTOMER  REPRESENTED
13.5% AND 13.9%, RESPECTIVELY, OF CONSOLIDATED NET SALES.

NOTE M - QUARTERLY RESULTS

Quarterly Results (Unaudited)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PERSHARE DATA) YEAR ENDED SEPTEMBER 29, 2001
                      First     Second    Third   Fourth Fiscal
                    Quarter Quarter(a)  Quarter  Quarter Year
<S>                <C>      <C>        <C>      <C>      <C>
Net sales          $386,032   $541,593 $645,836 $641,251 $2,214,712
Gross profit         47,166     29,216   75,625   61,943   213,950
Operating income
   (loss)            23,211     (5,272)  45,486   31,117    94,542
Income (loss)before
   extraordinary
   charge            12,737     (9,802)  25,267   13,829    42,031
Extraordinary charge,
   net of tax            --         --       --      894       894
Net income (loss)    12,737     (9,802)  25,267   12,934    41,137

Per Share:
   Net income (loss)    .31       (.24)     .61      .32      1.00
   Cash dividends      .015       .015     .015     .015       .06


</TABLE>

<TABLE>
<CAPTION>
(IN  THOUSANDS,EXCEPT PER SHARE DATA)YEAR ENDED   SEPTEMBER 30, 2000
                      First     Second    Third   Fourth  Fiscal
                    Quarter Quarter(b)  Quarter  Quarter  Year
<S>                 <C>  <C>  <C>  <C> <C>   <C><C>   <C> <C>    <C>
Net sales          $354,825   $373,260 $391,979 $379,375  $1,499,439
Gross profit         45,477     34,029   46,665   39,657     165,828
Operating income     25,222     13,282   26,349   15,635      80,488
Net income           14,858      9,023   17,144   11,319      52,344

Per Share:
   Net income           .36        .22      .41      .28        1.27
   Cash dividends      .015       .015     .015     .015         .06

(a)  The  Company acquired WLR Foods on January 27, 2001 for $239.5 million
     and the assumption  of  $45.5 million of indebtedness.  The acquisition
     has been accounted for as a purchase,  and  the results of operations
     for this     acquisition     have     been     included     in     our
     consolidated results of operations since the acquisition date.

(b) The second  quarter  of  2000  includes  a  $5.8  million  write-off of
    accounts  receivable from        AmeriServe, which filed bankruptcy  on
    January 31, 2000.
</TABLE>





<PAGE>





<TABLE>
<CAPTION>
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
   COL. A               COL. B             COL. C           COL. D        COL. E
                                         Additions          Deductions   Balance at
                      Balance at   Charged      Charged to     Describe     end of
                       Beginning   to Costs     Other Accounts-             Period
Description                       and Expenses    Describe

<S>                  <C>    <C>   <C>     <C>    <C>   <C>  <C>    <C>  <C>     <C>

YEAR ENDED SEPTEMBER 29, 2001:
  RESERVES AND ALLOWANCES DEDUCTED
     FROM ASSET ACCOUNTS:
      ALLOWANCE FOR DOUBTFUL
        ACCOUNTS      $4,086,000 $1,132,000          $--    $1,257,000(1)$3,961,000

YEAR ENDED SEPTEMBER 30, 2000:
  RESERVES AND ALLOWANCES DEDUCTED
     FROM ASSET ACCOUNTS:
      ALLOWANCE FOR DOUBTFUL
        ACCOUNTS      $4,703,000  $(611,000)         $--        $6,000(1)$4,086,000

 YEAR ENDED OCTOBER 2, 1999:
  RESERVES AND ALLOWANCES DEDUCTED
     FROM ASSET ACCOUNTS:
      ALLOWANCE FOR DOUBTFUL
        ACCOUNTS      $3,694,000 $1,122,000           $--     $113,000(1)$4,703,000

(1) UNCOLLECTABLE ACCOUNTS WRITTEN OFF, NET OF RECOVERIES.
</TABLE>

<TABLE>
<CAPTION>
                                  EXHIBIT 12
                          PILGRIM'S PRIDE CORPORATION

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                          YEAR ENDED
                 SEPTEMBER 29, SEPTEMBER 30, OCTOBER 2, SEPTEMBER 26, SEPTEMBER 27,
                      2001         2000         1999          1998         1997
                                 (AMOUNTS IN THOUSANDS, EXCEPT RATIO)

<S>               <C>   <C>     <C> <C>       <C> <C>     <C>  <C>     <C>  <C>
EARNINGS:

Income before income taxes
and extraordinary
   charge          $63,294      $62,786       $90,904     $56,522       $43,824

Add: Total fixed charges
   (see below)      48,406       29,168        26,706      27,987        27,647

Less: Interest
   Capitalized       7,153        3,313         2,032       1,675           502

   Total Earnings $104,547      $88,641      $115,578     $82,834       $70,969

FIXED CHARGES:

Interest (1)       $38,852      $21,712      $ 20,889     $23,239       $23,889
Portion of rental expense
   representative of the
   interest
   factor(2)         9,554        7,456         5,817       4,748         3,758

   Total fixed
      charges      $48,406      $29,168      $ 26,706     $27,987       $27,647

Ratio of earnings
   to fixed charges   2.16         3.04          4.33        2.96          2.57


(1)  Interest includes amortization of capitalized financing fees.
(2)  One-third of rental expenses is assumed to be representative of the
     interest factor.
</TABLE>


<PAGE>


                  EXHIBIT 22- SUBSIDIARIES OF REGISTRANT

1.        AVICOLA PILGRIM'S PRIDE DE MEXICO S.A. DE C.V.
2.        COMPANIA INCUBADORA HIDALGO S.A. DE C.V.
3.        INMOBILIARIA AVICOLA PILGRIM'S PRIDE, S. DE R.L.
4.        PILGRIM'S PRIDE S.A. DE C.V.
5.        GALLINA PESADA S.A. DE C.V.
6.        PILGRIM'S PRIDE FUNDING CORPORATION
7.        PILGRIM'S PRIDE INTERNATIONAL INC.
8.        PPC OF DELAWARE BUSINESS TRUST
9.        PPC MARKETING, LTD.
10.       PILGRIM'S PRIDE AFFORDABLE HOUSING CORPORATION
11.       GRUPO PILGRIM'S PRIDE FUNDING HOLDINGS S. DE R.L. DE C.V.
12.       GRUPO PILGRIM'S PRIDE FUNDING S. DE R.L. DE C.V.
13.       ROCKINGHAM POULTRY, INC.
14.       ROCKINGHAM POULTRY, INC. (FOREIGN SALES CORP.)
15.       VALLEY RAIL SERVICE, INC.
16.       WAMPLER SUPPLY COMPANY, INC.
17.       PILGRIM'S PRIDE OF NEVADA, INC.
18.       PILGRIM'S PRIDE DUTCH FUNDING B.V.





<PAGE>


                                EXHIBIT 23

                      CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 3-12043 and Form S-3 No. 333-84861) of Pilgrim's Pride
Corporation, and in the related Prospectuses, of our report dated October
29, 2001,  with respect to the consolidated financial statements and
schedule of Pilgrim's Pride Corporation included in this Annual Report
(Form 10-K) for the year ended September 29, 2001.

Dallas, Texas                                     ERNST & YOUNG LLP
November 14, 2001