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 30, 2000

                       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 14, 2000, was  $82,528,556  and
$26,104,778; 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 14, 2000.

13,523,429 shares of the Registrant's Class A Common Stock, $.01 par value,
were outstanding as of November 14, 2000.

DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  Registrant's  proxy  statement for the annual meeting of
stockholders to be held January 31, 2001 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...................................................24
Item 4. Submission of Matters to a Vote of Security Holders.................25


                                    PART II
Item 5. Market for Registrant's Common Stock and Related Security Holder
        Matters.............................................................26
Item 6. Selected Financial Data.............................................27
Item 7. Management's Discussion and Analysis of Results of Operations and
        Financial Condition.................................................28
Item 7a.Quantitative and Qualitative Disclosures About Market Risk..........34
Item 8. Financial Statements and Supplementary Data (see Index to Financial
        Statements and Schedules below).....................................36
Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure................................................36


                                   PART III
Item 10. Directors and Executive Officers of Registrant.....................37
Item 11. Executive Compensation.............................................37
Item 12. Security Ownership of Certain Beneficial Owners and Management.....37
Item 13. Certain Relationships and Related Transactions.....................37


                                    PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....37
Signatures..................................................................43


                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Report of Ernst & Young LLP, Independent Auditors...........................45
Consolidated Balance Sheets as of September 30, 2000 and October 2, 1999....46
Consolidated Statements of Income for the years ended
    September 30, 2000, October 2, 1999 and September 26, 1998..............47
Consolidated Statements of Stockholders' Equity for the years ended
    September 30, 2000, October 2, 1999 and September 26, 1998..............48
Consolidated Statements of Cash Flows for the years ended
 ....September 30, 2000, October 2, 1999 and September 26, 1998..............49
Notes to Consolidated Financial Statements..................................50
Schedule II - Valuation and Qualifying Accounts for the years ended
    September 30, 2000, October 2, 1999 and September 26, 1998..............58

                                  PART I

ITEM 1. BUSINESS

GENERAL

     Pilgrim's Pride Corporation (referred to herein as "the Company",
"we", "us", "our" and similar terms) is one of the largest producers of
prepared and fresh chicken products in North America and has one of the
best known brand names in the chicken industry.  We are the fifth largest
producer of chicken in the United States and the second largest in Mexico.
Through vertical integration, we control the breeding, hatching and growing
of chickens and the processing, preparation, packaging and sale of our
product lines.  Our U.S. operations, including U.S. produced chicken
products sold for export to Canada, Mexico, Eastern Europe, the Far East
and other world markets, accounted for 79.5% of our net sales in fiscal
2000.  The remaining 20.5% of our net sales in fiscal 2000 arose from our
Mexico operations.  In fiscal 2000, we sold 2.0 billion pounds of dressed
chicken and generated net sales of $1.5 billion, net income of $52.3
million and earnings before interest, taxes and depreciation ("EBITDA") of
$115.4 million.  Pilgrim's Pride Corporation was incorporated in July 1968.

     Our objectives are to increase sales, profit margins and earnings and
outpace the growth of the chicken industry.  Key elements of our strategy
to achieve these objectives are to:

     -   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 this market segment continues to be
         one of the fastest growing and most profitable segments in the
         chicken industry.  Products sold to this market segment require
         further processing, which enables us to charge a premium for our
         products and also reduces the impact of feed ingredient costs on
         our profitability.  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 food products to the foodservice market grew
         from $305.3 million in fiscal 1996 to $593.4 million in fiscal
         2000, a compounded annual growth rate of 18.1%.  In addition,
         these sales increased as a percentage of our total U.S. chicken
         revenues from 39.3% to 56.5% during the same five-year period.

     -   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 where 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
         $114.4 million or 16.4% of our sales to foodservice customers in
         fiscal 2000 consisted of products which we did not sell in fiscal
         1996.

      -  ENHANCE U.S. FRESH CHICKEN PROFITABILITY THROUGH VALUE-ADDED,
         BRANDED PRODUCTS. Our U.S. fresh chicken sales were $252.8 million
         in fiscal 2000, or 24.1% of total U.S. chicken sales for the
         period.  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.  Our fresh chicken products are sold
         under the Pilgrim's Pride brand name, which is well known in many
         southwestern markets for quality and freshness.

      -  IMPROVE OPERATING EFFICIENCIES AND INCREASE CAPACITY ON A
         COST-EFFECTIVE BASIS.  As production and sales have grown, we have
         continued to focus on improving operating efficiencies by
         investing in state-of-the-art technology, processes and training
         and continuing to implement a 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.

         WE ALSO MADE COST-EFFECTIVE ACQUISITIONS BOTH IN THE U.S. AND MEXICO
         AND SUBSEQUENTLY INCREASED THE CAPACITY AND IMPROVED THE EFFICIENCY OF
         THE ACQUIRED PROPERTIES.  AS A RESULT, ACCORDING TO INDUSTRY DATA,
         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.

         In furtherance of this strategy, on September 27, 2000 the Company
         announced that it had signed a definitive agreement to acquire all
         the outstanding stock of WLR Foods, Inc. in a cash merger valued
         at approximately $300 million, which includes the assumption
         and/or refinancing of approximately $60 million of WLR Foods' debt
         and other obligations (the "WLR Acquisition").  Pursuant to the
         agreement, the Company will pay $14.25 for each outstanding share
         of WLR Foods common stock. The merger is subject to customary
         closing conditions, including the receipt of regulatory approval
         and the approval of WLR Foods' shareholders, and is expected to be
         completed during January 2001.  See "Business--Recent
         Developments" and "Management's Discussion and Analysis of Results
         of Operations and Financial Condition--Recent Developments".

      -  CAPITALIZE ON 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 THE 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 ANY EXPORTS OF U.S. CHICKEN TO
             MEXICO.

     OUR CHICKEN PRODUCTS CONSIST PRIMARILY OF:

         (1)  PREPARED FOODS, WHICH ARE FOODS SUCH AS PORTION-CONTROLLED
     BREAST FILLETS, TENDERLOINS AND STRIPS, FORMED NUGGETS AND PATTIES 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.

         (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 PARTS AND WHOLE CHICKEN,
     EITHER REFRIGERATED OR FROZEN FOR U.S. EXPORT OR DOMESTIC USE.

         (4) OUR MEXICO PRODUCTS PRIMARILY CONSIST 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 CHICKEN PRODUCTS ARE PRIMARILY SOLD TO:

         (1) FOODSERVICE CUSTOMERS, WHICH ARE CUSTOMERS SUCH AS CHAIN
     RESTAURANTS, FROZEN ENTREE PRODUCERS, INSTITUTIONS AND
     DISTRIBUTORS.  WE SELL TO OUR FOODSERVICE CUSTOMERS PRODUCTS RANGING
     FROM PORTION-CONTROLLED REFRIGERATED CHICKEN PARTS TO FULLY-COOKED AND
     FROZEN, BREADED OR NON-BREADED CHICKEN PARTS OR FORMED PRODUCTS.

         (2) RETAIL CUSTOMERS, WHICH ARE CUSTOMERS SUCH AS GROCERY STORE
     CHAINS, RETAIL DISTRIBUTORS AND WHOLESALE CLUBS.  WE SELL TO OUR
     RETAIL CUSTOMERS BRANDED, PRE-PACKAGED CUT-UP AND WHOLE CHICKEN, AND
     FRESH REFRIGERATED WHOLE CHICKENS AND CHICKEN PARTS IN TRAYS, BAGS OR
     OTHER CONSUMER PACKS.

     THE FOLLOWING TABLE SETS FORTH, FOR THE PERIODS SINCE FISCAL 1996, NET
SALES ATTRIBUTABLE TO EACH OF OUR PRIMARY  PRODUCT  LINES  AND  THE MARKETS
SERVED  WITH  THOSE  PRODUCTS.   WE  BASED  THE TABLE ON OUR INTERNAL SALES
REPORTS AND THEIR CLASSIFICATION OF PRODUCT TYPES AND CUSTOMERS.

<TABLE>
<CAPTION>

                                          FISCAL YEAR ENDED

                         Sept. 30,   Oct. 2,   Sept. 26,  Sept. 27,  Sept. 28,
                           2000       1999       1998       1997       1996
<S>                     <C>    <C>  <C>   <C>  <C>  <C>  <C>    <C>  <C>   <C>
                        (52 WEEKS)  (53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS)
                                           (IN THOUSANDS)
U.S. Chicken Sales:
  Prepared Foods:
    Foodservice         $ 593,354    $ 530,340 $ 420,396  $ 348,961  $ 305,250
    Retail                 48,059       28,254    46,400     42,289     43,442
     Total Prepared Foods 641,413      558,594   466,796    391,250    348,692

  Fresh Chicken:
    Foodservice           103,803      125,395   145,297    174,103    145,377
    Retail                148,977      161,180   162,283    153,554    141,876
     Total Fresh
       Chicken            252,780      286,575   307,580    327,657    287,253

   Export and Other       156,194      118,327   139,976    142,030    140,614
     Total U.S.
       Chicken          1,050,387      963,496   914,352    860,937    776,559

Mexico                    307,362      254,500   278,087    274,997    228,129
    Total Chicken Sales 1,357,749    1,217,996 1,192,439  1,135,934  1,004,688

Sales of Other  U.S.
   Products               141,690      139,407   139,106    141,715    134,622

    Total Net Sales    $1,499,439   $1,357,403 $1,331,545 $1,277,649 $1,139,310
</TABLE>

UNITED STATES

     The  following  table sets forth, since fiscal 1996, the percentage of our
net U.S. chicken 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

                           Sept. 30,   Oct. 2,   Sept. 26, Sept. 27  Sept. 28,
                             2000       1999       1998      1997      1996

<S>                       <C>   <C>    <C>  <C>  <C>   <C>  <C>  <C>  <C>   <C>
U.S. Chicken Sales:
  Prepared Foods:
   Foodservice             56.5 %       55.1 %    46.0 %     40.5 %     39.3 %
   Retail                   4.6          2.9       5.1        4.9        5.6
Total Prepared Foods       61.1         58.0      51.1       45.4       44.9

  Fresh Chicken:
   Foodservice              9.9         13.0      15.9       20.2       18.7
   Retail                  14.2         16.7      17.7       17.9       18.3
Total Fresh Chicken        24.1         29.7      33.6       38.1       37.0

   Export and Other        14.8         12.3      15.3       16.5       18.1
Total U.S. Chicken
   Sales Mix              100.0 %      100.0 %   100.0 %    100.0 %    100.0 %

</TABLE>

PRODUCT TYPES

     U.S. PREPARED FOODS OVERVIEW.  During  fiscal  2000, $641.4 million of our
net  U.S.  chicken  sales  were in prepared food products  to  foodservice  and
retail, as compared to $348.7 million in fiscal 1996. These numbers reflect the
strategic focus for our growth.  The  market  for  prepared  food  products has
experienced,  and  we  believe  that  this  market will continue to experience,
greater  growth  and higher margins than fresh  chicken  products.   Also,  the
production and sale  in the U.S. of prepared food 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  26.6%  of  our  U.S.  cost  of  goods sold in fiscal 2000.   The
production of feed ingredients is positively or  negatively  affected primarily
by  weather  patterns  throughout  the  world,  the  global  level  of   supply
inventories  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.

     We  establish prices for our prepared food 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.   Most  fixed price contracts are set for
one year terms and are negotiated in the October to December time frame.

     U.S. FRESH CHICKEN OVERVIEW.  Our fresh chicken  business  is an important
component  of  our  sales and were $252.8 million in fiscal 2000, or  24.1%  of
total U.S. chicken sales  for  the period.  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  United  States
Department  of  Agriculture ("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 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  2000,  approximately  $40.4 million of these  sales  were
attributable to exports of U.S. chicken.  These exports and other products have
historically been characterized by lower prices  and  greater  price volatility
than our more value-added product lines.

MARKETS

     U.S. 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,  frozen  entree producers, institutions and distributors
located throughout the continental  United  States. We are the largest supplier
of    chicken    to    Wendy's (TM),    Jack-in-the-Box (TM)    and
Stouffer's (TM) frozen entree operation.   We  are  also a significant
supplier to KFC (TM) and Taco Bell (TM), and in 1998  began selling
chicken  to  Burger  King (TM).  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  that
require multiple suppliers  of  chicken  products.   Additionally,  we are well
suited  to  be  the  sole supplier for many regional chain restaurants.   These
regional chain restaurants  often  offer  better  margin  opportunities  and  a
growing base of business.

     We  believe  we have significant competitive strengths in terms of product
capability,  production  capacity,  research  and  development  expertise,  and
distribution and marketing experience relative to smaller and to non-vertically
integrated producers.  As a result of these competitive strengths, our sales to
the foodservice  market  from  fiscal  1996  through  fiscal  2000  grew  at  a
compounded  annual  growth  rate of 11.5% and represented 58.5% of the U.S. net
sales in fiscal 2000.  Based  on industry data, we estimate that total industry
dollar sales to the foodservice  market grew at a compounded annual growth rate
of 2.9% during the five calendar year  period  from  1995 to 1999. According to
the  FOOD  INSTITUTE  REPORT,  food  expenditures on "food-away-from-home"  are
estimated to increase by a 4.8% compounded annual growth rate from 1999 through
2010 as a result of the growth of quick  service restaurants and the continuing
trend of consumers spending money on food-away-from-home  rather than "food-at-
home".   Food-away-from-home  is  projected  by  the FOOD INSTITUTE  REPORT  to
account for 53% of total food expenditures by 2010,  as  compared  with  45% in
1998.

     FOODSERVICE--PREPARED FOODS.  The majority of our sales to the foodservice
market  consist  of  prepared  food  products.   Prepared  food  sales  to  the
foodservice  market  were  $593.4  million  in  fiscal  2000 compared to $305.3
million in fiscal 1996, a compounded annual growth rate of approximately 18.1%.
We attribute this growth in sales of prepared foods 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  foods 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 supplier to many  large  foodservice  companies
     because:

     -    WE ARE VERTICALLY INTEGRATED, GIVING US CONTROL OVER OUR  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 U.S. 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  $114.4 million or 16.4% of our sales to
     foodservice customers in fiscal 2000  consisted of new products which were
     not sold by us in fiscal 1996.

     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.

     U.S. RETAIL.  The U.S. retail market  consists  primarily of grocery store
chains and retail distributors.  We concentrate our efforts  in  this market on
sales  of branded, prepackaged cut-up and whole chicken to grocery  chains  and
retail distributors  in the midwestern, southwestern and western 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 within these markets.

     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" brand.  Our founder,
Lonnie  "Bo"  Pilgrim, is the featured spokesman in our television,  radio  and
print advertising,  and a trademark cameo of a person in 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 in 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 market consumer carton  and bagged products to
major grocery stores and wholesale club chains throughout  the U.S., Mexico and
Puerto Rico.  Being a leader in this market channel is an important part of our
overall  marketing  strategy  and  we believe our growth in this  segment  will
continue to increase as the consumer demands more convenient chicken offerings.

     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.   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 recent years, we have de-emphasized our marketing of bulk-packaged
chicken  in  the  U.S.  in  favor  of  more  value-added  products  and  export
opportunities.  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.   Due  to  U.S.  consumers' preference for a chicken's white meat, the
U.S.  chicken  industry has traditionally  targeted  international  markets  to
generate sales for  a chicken's dark meat.  We have also begun selling prepared
food 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 for  high-grade,  low-cost  protein sources increases.
We also believe that worldwide demand for higher margin  prepared food products
will increase over the next five years.  Accordingly, we believe  we  are  well
positioned to capitalize on such growth.

     OTHER U.S. PRODUCTS.  We market fresh eggs under the Pilgrim's Pride 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 1999.  We compete with other U.S. egg producers
primarily on the  basis  of  product  quality,  reliability, price and customer
service.  According to an industry publication, Pilgrim's  Pride is the thirty-
seventh largest producer of eggs in the United States.

     In  1997,  we  introduced  a high-nutrient egg called EggsPlus (TM).
This egg contains high levels of  Omega-3  and  Omega-6  fatty acids along with
Vitamin E, making it a heart-friendly product.  EggsPlus (TM)  comes from
hens fed a unique diet of natural grains and flax-seed rich in Essential  Fatty
Acids.   They  are  also  fed  a patented blend of natural antioxidants to help
increase the nutritional quality of EggsPlus (TM).  This allows the hens
to produce fresh eggs containing  six  times more Vitamin E than ordinary eggs.
Our marketing of EggsPlus (TM) has  received national recognition for our
progress   in   being  an  innovator  in  the  "functional   foods"   category.
EggsPlus (TM)  are  sold  in  the  southwest  markets of Dallas, Houston,
Oklahoma City and New Orleans as well as in Arizona and California.

     We also convert chicken by-products into protein  products  primarily  for
sale to manufacturers of pet foods.  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.

     TOTAL  QUALITY  MANAGEMENT AND PRODUCTIVITY  IMPROVEMENTS.   Beginning  in
1991,  we implemented a  total  quality  management  program  to  increase  the
emphasis  by  all  of our employees on maintaining the highest quality products
and lowest cost production.  The successful implementation of these initiatives
for a company of our  size  and  with  the  number of employees we have usually
takes several years.  As this new management culture has become more entrenched
within Pilgrim's Pride, we have begun to experience significant gains resulting
from  these efforts.  For example, cross-geographical  business  process  teams
have  been   formed   and   are  producing  significant  gains  in  performance
characteristics.   The gains range  from  waste  reductions  to  process  yield
improvements resulting  in  an  estimated  annualized cost savings in excess of
$17.0  million.  Additionally,  in  fiscal 2000,  centralizing  purchasing  and
combining  our  purchasing  power across  company  locations  has  successfully
reduced the cost of procured  materials by more than an estimated $4.0 million.
We  have also employed new technology  to  consolidate  administrative  support
activities  such  as  accounts  payable  processing,  treasury  management  and
accounts receivable management.  This consolidation has reduced the transaction
costs of providing these services.

MEXICO

BACKGROUND

     The  Mexican  market  represented  approximately 20.5% of our net sales in
fiscal 2000. We entered the Mexican market  in  1979 by seasonally selling eggs
to the Mexican government. 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 2000, we made acquisitions and
capital expenditures in Mexico totaling $211.1  million  to  expand and improve
these  operations. 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.  For
example, we have increased our  sales of live birds since 1994, as many smaller
producers exited this segment of  the  business as a result of the recession in
Mexico in 1995 and 1996.

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.

RECENT DEVELOPMENTS

     On  September 27, 2000,  the  Company  announced  that  it  had  signed  a
definitive agreement to acquire all the outstanding stock of WLR Foods, Inc. in
a  cash merger  valued  at  approximately  $300  million,  which  includes  the
assumption  and/or  refinancing of approximately $60 million of WLR Foods' debt
and other obligations.   Pursuant to the agreement, the Company will pay $14.25
for each outstanding share of WLR Foods common stock.  The merger is subject to
customary closing conditions,  including the receipt of regulatory approval and
the approval of WLR Foods' shareholders, and is expected to be completed during
January 2001.  The Company intends  to  finance  the  transaction with existing
cash and borrowings under its existing financing facilities.

     WLR  Foods  is  an  integrated  provider  of turkey and  chicken  products
marketed primarily under the Wampler Foods brand.   It  is nationally ranked as
the  fourth  largest  turkey  company  and  the  seventh largest  poultry  food
processor  by sales volume.  WLR Foods employs approximately  7,000  employees.
It has seven  poultry  processing  facilities, one further processing facility,
two grow-out facilities and a sales  and marketing office and corporate office,
located in Virginia, North Carolina, West Virginia and Pennsylvania.  WLR Foods
markets branded and private label poultry  products  to  retailers,  fast  food
operators,  food  service  and  institutional  customers  throughout the United
States  with  an emphasis on the East Coast.  Export sales currently  represent
approximately 11% of sales.  Pilgrim's Pride does not presently own any turkey-
related facilities  or  operate  in the turkey business and intends to evaluate
the turkey business and its options with respect thereto.

COMPETITION

     The chicken industry is 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 companies.

     In general,  the  competitive factors in the U.S. chicken industry 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 those tariffs are  reduced,
increased  competition from chicken imported into Mexico from the U.S. may have
a material adverse effect on the Mexican chicken industry in general, or on our
Mexican operations in particular.

     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 U.S.-produced chicken.
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.
These facilities 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

     The chicken industry is 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  USDA,  the  Food  and  Drug  Administration  ("FDA")  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 Texas Natural
Resources  and Conservation Commission, the Arkansas State Veterinarian  Office
and the EPA  concerning  the  disposal  of  chicken  by-products and wastewater
discharges.  Although we do not anticipate any regulations  having  a  material
adverse effect upon us, we can give no assurance that such regulations will not
have such a material adverse effect.

     On February  9,  2000,  the  U.S.  Department  of  Labor  ("DOL")  began a
nationwide  audit of wage and hour practices in the chicken industry.  The  DOL
has audited 51  chicken  plants,  three of which are owned by the Company.  The
DOL audit is examining pay practices  relating  to  both  processing  plant and
catching  crew  employees  and  includes  practices  which  are  the subject of
Anderson  v.  Pilgrim's  Pride  discussed  in  Item 3. Legal Proceedings.   The
Company expects to have a closing conference with the DOL before April of 2001.

EMPLOYEES AND LABOR RELATIONS

     As of November 17, 2000 we employed approximately  11,300  persons  in the
U.S.  and 4,100 persons in Mexico.  Approximately 2,000 employees at our Lufkin
and Nacogdoches,  Texas  facilities  are members of collective bargaining units
represented by the United Food and Commercial Workers Union.  None of our other
U.S. employees have union representation. Collective bargaining agreements with
the United Food and Commercial Workers  Union  expire  on  August 10, 2001 with
respect  to  our Lufkin employees and on October 6, 2001 with  respect  to  our
Nacogdoches employees.   We  believe that the terms of each of these agreements
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 most employees in Mexico are.  We have not experienced any work
stoppage since  a  two-day  work  stoppage at our Lufkin, Texas facility in May
1993, and we believe our relations with our employees are satisfactory.

FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation  Reform  Act  of  1995  provides  a safe
harbor  for  forward-looking  statements made by (or on behalf of) the Company.
Except for historical information  contained herein, the statements included in
Management's Discussion and Analysis  of  Results  of  Operations and Financial
Condition, the Business Section and elsewhere in this Form  10-K  are  forward-
looking  statements that are dependent upon a number of risks and uncertainties
that could cause actual results to differ materially from those in the forward-
looking statement.   These risks and uncertainties include changes in commodity
prices of feed ingredients  and  chicken,  the  Company's  indebtedness,  risks
associated  with  the Company's foreign operations, including currency exchange
rate fluctuations, trade barriers, exchange controls, expropriation and changes
in laws and practices,  the  impact of current and future laws and regulations,
the impact of uncertainties of  litigation  as well as other risks described in
the Company's filings with the Securities and Exchange Commission ("SEC").  The
Company  does  not  intend  to provide updated information  about  the  matters
referred to in these forward  looking  statements, other than in the context of
Management's Discussion and Analysis of  Results  of  Operations  and Financial
Condition and other disclosures in the Company's SEC filings.








<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS

     Set  forth below is certain information relating to our current  directors
and executive officers:

NAME                        AGE         POSITION(S)

Lonnie "Bo" Pilgrim (1)       72 Chairman of the Board

Clifford E. Butler            58 Vice Chairman of the Board

David Van Hoose               59 Chief Executive Officer
                                 President
                                 Chief Operating Officer
                                 Director
                                 (Principal Executive Officer)

Richard A. Cogdill            40 Executive Vice President
                                 Chief Financial Officer
                                 Secretary and Treasurer
                                 Director
                                 (Principal Financial and Accounting Officer)

O.B. Goolsby, Jr.             53 Executive Vice President
                                 Prepared Foods Complexes

Robert L. Hendrix             64 Executive Vice President
                                 Growout and Processing

Alejandro M. Mann             40 Executive Vice President
                                 Mexico Operations

Michael J. Murray             42 Executive Vice President
                                 Sales and Marketing and Distribution

Ray Gameson                   52 Senior Vice President
                                 Human Resources

David Hand                    43 Senior Vice President
                                 Sales and Marketing
                                 Retail and Fresh Products
<PAGE>
Michael D. Martin             46 Senior Vice President
                                 Complex Manager
                                 DeQueen and Nashville
                                 Arkansas Complex

James J. Miner, Ph.D.         72 Senior Vice President
                                 Technical Services

Robert N. Palm                57 Senior Vice President
                                 Complex Manager
                                 Lufkin/Nacogdoches and Center
                                 Texas Complex

Lonnie Ken Pilgrim (1)        42 Senior Vice President
                                 Director of Transportation
                                 Director

Charles L. Black (1) (2)      71 Director

S. Key Coker (2)              43 Director

Vance C. Miller (1) (2)       66 Director

James G. Vetter, Jr. (1) (2)  66 Director

Donald L. Wass, Ph.D. (1) (2) 68 Director
_________
(1) MEMBER OF THE COMPENSATION COMMITTEE
(2) MEMBER OF THE AUDIT COMMITTEE

     LONNIE  "BO"  PILGRIM  has  served  as  Chairman  of  the  Board since the
organization of Pilgrim's Pride in July 1968. He was previously Chief Executive
Officer from July 1968 to June 1998.  Prior to the incorporation  of  Pilgrim's
Pride,  Mr.  Pilgrim  was  a  partner  in  its predecessor partnership business
founded in 1946.

     CLIFFORD E. BUTLER serves as Vice Chairman  of the Board.  He joined us as
Controller and Director in 1969, was named Senior  Vice President of Finance in
1973, became Chief Financial Officer and Vice Chairman  of  the  Board  in July
1983,  became  Executive  President in January 1997 and served in such capacity
through July 1998.  He continues to serve as Vice Chairman of the Board.

     DAVID VAN HOOSE serves  as  Chief  Executive  Officer, President and Chief
Operating Officer, (Principal Executive Officer) of  Pilgrim's Pride. He became
a  Director  in  July  1998.  He was named Chief Executive  Officer  and  Chief
Operating Officer in June  1998  and President in July 1998.  He was previously
President of Mexico Operations from  April  1993  to  June 1998 and Senior Vice
President, Director General, Mexico Operations from August  1990 to April 1993.
Mr.  Van Hoose was employed by us in September 1988 as Senior  Vice  President,
Texas Processing. Prior to that, Mr. Van Hoose was employed by Cargill, Inc. as
General Manager of one of its chicken operations.

     RICHARD A. COGDILL has served as Executive Vice President, Chief Financial
Officer,  Secretary and Treasurer, (Principal Financial and Accounting Officer)
since January  1997.   He  became  a  Director in September 1998. Previously he
served as Senior Vice President, Corporate Controller, from August 1992 through
December 1996 and as Vice President, Corporate  Controller  from  October  1991
through August 1992.  Prior to October 1991, he was a Senior Manager with Ernst
& Young LLP.  He is a Certified Public Accountant.

     O.B.  GOOLSBY,  JR. has served as Executive Vice President, Prepared Foods
Operations since June  1998.  He was previously Senior Vice President, Prepared
Foods Operations from August  1992  to  June  1998 and Vice President, Prepared
Foods Complexes from April 1986 to August 1992.   He was previously employed by
us from November 1969 to January 1981.

     ROBERT  L.  HENDRIX  has  been  Executive  Vice  President,  Grow-Out  and
Processing, of Pilgrim's Pride since March 1994.  He was  a Director from March
1994 to September 1998. Prior to that he served as Senior Vice President, NETEX
Processing from August 1992 to March 1994 and as President and Chief of Complex
Operations from September 1988 to March 1992.  He was on leave from the Company
from March 1992 to August 1992.  From July 1983 to March 1992  he  served  as a
Director.  He was President and Chief Operating Officer of Pilgrim's Pride from
July 1983 to September 1988. He joined us as Senior Vice President in September
1981  when Pilgrim's Pride acquired Mountaire Corporation of DeQueen, Arkansas,
and, prior thereto, he was Vice President of Mountaire Corporation.

     ALEJANDRO   M.  MANN  has  served  as  Executive  Vice  President,  Mexico
Operations since October 1, 2000.  Previously, he was Vice-President of Finance
and Processing Plants,  Mexico  Operations from January 2000 to September 2000.
He was employed as Director of Finance,  Mexico  Operations from August 1995 to
December 1999 and from November 1993 to July 1995 as Director of Internal Audit
for the U.S. and Mexico Operations at the corporate  headquarters.  From August
1989 to October 1993, he was employed by Central Soya Inc.

     MICHAEL J. MURRAY has been Executive Vice President,  Sales  and Marketing
and  Distribution  since  June  1998.   He  previously  served  as  Senior Vice
President,  Sales and Marketing, Prepared Foods from October 1994 to June  1998
and as Vice President  of  Sales and Marketing, Foodservice from August 1993 to
October 1994.  From 1990 to  July 1993, he was employed by Cargill, Inc.  Prior
to that, from March 1987 to 1990  he was employed by us as a Vice President for
sales and marketing and prior thereto, he was employed by Tyson Foods, Inc.

     RAY GAMESON has been Senior Vice  President, Human Resources since October
1994. He previously served as Vice President  of  Human  Resources beginning in
August  1993.  From December 1991 to July 1993, he was employed  by  Townsends,
Inc. and  served  as  Complex  Human  Resource, Manager.  Prior to that, he was
employed by us as Complex Human Resource,  Manager,  at our Mt. Pleasant, Texas
location.

     DAVID  HAND has served as Senior Vice President of  Sales  and  Marketing,
Retail  and Fresh  Products  since  January  1998.   Previously,  he  was  Vice
President of Commodity and Export Sales from November 1996 to June 1998.  Prior
to that he  was  Director  of  Commodity  and Export Sales from October 1992 to
November 1996.  He joined Pilgrim's Pride in  June  1990  and  was Export Sales
Manager  from  June  1990  to October 1992.  Prior to that he was President  of
Plantation Marketing and was with ConAgra from 1979 to 1986.

     MICHAEL  D.  MARTIN  has been  Senior  Vice  President,  Complex  Manager,
DeQueen, Arkansas Complex  since  April  1993.  He previously served as
Plant Manager at our Lufkin, Texas operations and  Vice  President, Processing,
at  our Mt. Pleasant, Texas, operations up to April 1993.   He  has  served  in
various  other  operating  management  positions  in the Arkansas Complex since
September  1981.  Prior to that, he was employed by  Mountaire  Corporation  of
DeQueen, Arkansas, until it was acquired by the Company in September 1981.

     JAMES J. MINER, PH.D., has been Senior Vice President, Technical Services,
since April  1994.  He has been employed by Pilgrim's Pride and its predecessor
partnership since 1966 and served as Senior Vice President responsible for live
production and  feed  nutrition from 1968 to April 1994. He was a Director from
the incorporation of the Company in 1968 through September 1998.

     ROBERT N. PALM has  been  Senior  Vice President, Complex Manager, Lufkin,
Nacogdoches  and  Center, Texas Complex since  June  1985  and  was  previously
employed in various operating management positions by Plus-Tex Poultry, Inc., a
Lufkin, Texas based company acquired by Pilgrim's Pride in June 1985.

     LONNIE KEN PILGRIM  has  been  employed  by the Company since 1977 and has
been Senior Vice President, Transportation since August 1997.  Prior to that he
served as the Vice President, Director of Transportation.  He has been a member
of  the  Board of Directors since March 1985.  He  is  a  son  of  Lonnie  "Bo"
Pilgrim.

     CHARLES   L.   BLACK  was  Senior  Vice  President,  Branch  President  of
NationsBank, Mt. Pleasant,  Texas,  from  December  1981  to  his retirement in
February 1995.  He previously was a Director of Pilgrim's Pride  from  1968  to
August  1992  and  has  served  as a Director since his re-election in February
1995.

     S. KEY COKER, is Senior Vice  President  of  Compass  Bank,  a $20 billion
dollar  bank with offices throughout the southern United States.  He  currently
manages the  Corporate  Banking Division for the Dallas Region.  He is a career
banker with 21 years of experience  in  banking.   He was elected a director of
the Company in September 2000.

     VANCE C. MILLER was elected a Director in September  1986.  Mr. Miller has
been  Chairman of Vance C. Miller Interests, a real estate development  company
formed  in 1977 and has served as the Chairman of the Board and Chief Executive
Officer of  Henry  S.  Miller  Cos., a Dallas, Texas real estate services firm,
since 1991.  Mr. Miller also serves  as  a  Director  of Resurgence Properties,
Inc.

     JAMES G. VETTER, JR. has practiced law in Dallas, Texas since 1966.  He is
a shareholder of the Dallas law firm of Godwin, White & Gruber, P.C., (formerly
Godwin & Carlton, P.C.) and has served as general counsel  and a Director since
1981.   Mr.  Vetter  is a Board Certified-Tax Law Specialist and  serves  as  a
lecturer and author in tax matters.

     DONALD L. WASS, Ph.D.,  was elected a Director of the Company in May 1987.
He has been President of the William Oncken Company of Texas, a time management
consulting company, since 1970.


<PAGE>
ITEM 2. PROPERTIES

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 18.0% of them are maintained on 41 company-owned  breeder  farms.
In the U.S., we currently own or contract for approximately 10.8 million square
feet of breeder housing on approximately 282 breeder farms.  In Mexico, all  of
our breeder flocks are maintained on company-owned farms totaling approximately
3.3 million square feet.

     We  own  eight  hatcheries  in  the  United  States.  These hatcheries are
located in Nacogdoches, Center and Pittsburg, Texas, and DeQueen and Nashville,
Arkansas, 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 eight
hatcheries  in  the U.S. have an aggregate production capacity of approximately
10.6 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  contract  grow-out  farms  located in
Texas, Arkansas and Oklahoma, some of which are owned by our affiliates.  These
contract  grow-out  farms  contain  approximately  4,400  chicken  houses  with
approximately 58.4 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  7.1%  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 884 chicken houses  with  approximately 11.9
million  square feet of growing facilities.  Additionally, we own  and  operate
grow-out farms  containing  approximately 507 chicken houses with approximately
7.7 million square feet of growing  facilities  in  Mexico,  which  account for
approximately 39.3% of our total annual Mexican chicken capacity.  Arrangements
with  independent  farmers  in  Mexico  are  similar  to  our arrangements with
contractors in the United States.

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 components of our total production costs.  In the U.S., we  operate
seven  feed  mills  located in Nacogdoches, Mt. Pleasant, Tenaha and Pittsburg,
Texas and Nashville and  Hope, Arkansas.  In the U.S., we currently have annual
feed requirements of approximately 2.3 million tons and the capacity to produce
approximately 3.6 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 2000,  approximately 68% 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.  Our six 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, and DeQueen, Arkansas, have the capacity, under present USDA
inspection procedures,  to  slaughter approximately 8.5 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.

PREPARED FOODS PLANT

     Our  prepared  foods  plant in Mt. Pleasant, Texas was constructed in 1986
and  has  been expanded significantly  since  that  time.   This  facility  has
deboning lines,  marination  systems,  batter/breading  systems, fryers, ovens,
both mechanical and cryogenic freezers, a variety of packaging systems and cold
storage.  This plant is currently operating at the equivalent  of  two shifts a
day  for six days a week.  If necessary, we could add additional shifts  during
the seventh  day  of the week.  We constructed a new prepared foods facility at
our Dallas, Texas location  during  fiscal 1998.  The Dallas, Texas facility is
functionally equivalent to the Mt. Pleasant,  Texas  facility.   We  acquired a
prepared  foods plant in Waco, Texas from Plantation Foods, Inc. during  fiscal
1999.  The  Waco, Texas facility has undergone two significant expansions since
acquisition and  is  functionally  equivalent  to  the Mt. Pleasant and Dallas,
Texas facilities.

EGG PRODUCTION

     We produce table eggs at three farms near Pittsburg,  Texas.   One farm is
owned by us, while two farms are operated under contract by 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 a rendering plant located in Mt. Pleasant, Texas. The rendering
plant currently processes by-products  from  approximately 8.9 million chickens
weekly into protein products.  These products  are  used  in the manufacture of
chicken and livestock feed and pet foods.  We operate a commercial feed mill in
Mt.  Pleasant,  Texas  which produces various bulk and sacked  livestock  feed,
which are 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,
Texas commercial feed  mill.   We  own  an office building in Pittsburg, Texas,
which houses our executive offices, and an  office  building  in  Mexico  City,
which houses our Mexican marketing offices.

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

ITEM 3. LEGAL PROCEEDINGS

   On  March  23, 1999, the Company is 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.   The suit alleged that, Roche Holding,  Ltd.  Affiliates  Hoffmann-
LaRoche Inc.,  Roche  Vitamins Inc. and F. Hoffman-LaRoche, Ltd.; Rhone-Poulenc
SA; BASF AG and the German chemical company's U.S. unit, BASF Corp.; Eisai Co.;
Takeda Chemical Industries Ltd.; and Merck KgaA conspired to control production
of vitamins A, C and E.  In a separate suit, the Company contended that Chinook
Group Ltd., DuCoa LP, DCV  Inc. and various individuals tried to monopolize the
vitamin B-4 market.  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.   Based  on  information the Company  has  received  to  date,  it  is
anticipated that the majority of the recovery will occur upon resolution of the
appeals process, which is expected before the end of fiscal 2001.

In January of 1998, seventeen  current  and/or  former employees of the Company
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  the  Company  violated  requirements  of  the  Fair  Labor
Standards  Act.   The  suit alleges the Company failed to pay employees for all
hours worked.  The suit generally alleges that (i) 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 (ii) the use of a master time
card or production  "line"  time  fails  to pay employees for all time actually
worked.  Plaintiffs seek to recover unpaid  wages  plus  liquidated damages and
legal fees.  Approximately 1,700 consents to join as plaintiffs have been filed
with the court by current and/or former employees.  It is  anticipated  that  a
trial  date  will  be  set  in  February  of 2001.  The Company believes it has
substantial defenses to the claims made and  intends  to  vigorously defend the
case.  However, 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  these  matters, individually  or
collectively, to have a material impact on its financial position or liquidity.
Substantially  similar  suits  have  been filed against four  other  integrated
chicken companies, including WLR Foods.

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


                                    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 (as adjusted for the
       June 30, 1999 stock dividend referred to in Note F of the Consolidated
       Financial Statements) were:

<TABLE>
<CAPTION>
                       Prices           Prices
                        2000             1999                    DIVIDENDS
QUARTER            HIGH      LOW      HIGH      LOW           2000      1999
<S>                <C>         <C>    <C>        <C>         <C> <C>   <C> <C>
Class B Common Stock
First              $9       $6 1/4   $16 11/16 $11 5/16         $.01    $.01
Second              8 9/16   6 1/4    15 7/8    10 9/16          .01     .01
Third               8 5/16   6 3/4    20         9 7/8           .01     .01
Fourth              7 13/16  6 5/8    16 5/16    6 1/4           .01     .01

Class A Common Stock
First               7        4 5/8     N/A       N/A             .01     N/A
Second              6 5/8    4 1/2     N/A       N/A             .01     N/A
Third               6 1/8    4 1/16    N/A       N/A             .01     N/A
Fourth(1)          $5 11/16 $4 13/16 $14 3/4   $ 4 5/8          $.01    $.01
</TABLE>


     (1) ON JULY 2, 1999, THE COMPANY'S BOARD OF DIRECTORS DECLARED A DIVIDEND
        OF  ONE  SHARE  OF  THE  COMPANY'S  CLASS A COMMON STOCK FOR EVERY TWO
        SHARES OF THE COMPANY'S CLASS B COMMON  STOCK.   THE ADDITIONAL SHARES
        WERE ISSUED ON JULY 30, 1999.  THE PRICES LISTED ABOVE ARE ADJUSTED TO
        REFLECT  SUCH  DIVIDEND.  PLEASE REFER TO NOTE F OF  THE  CONSOLIDATED
        FINANCIAL  STATEMENTS   FOR   MORE  INFORMATION  REGARDING  THE  STOCK
        DIVIDEND.

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  15,400  AND  14,500  HOLDERS
(INCLUDING INDIVIDUAL PARTICIPANTS  IN  SECURITY  POSITION  LISTINGS)  OF  THE
COMPANY'S  CLASS  B AND CLASS A COMMON STOCK, RESPECTIVELY, AS OF NOVEMBER 14,
2000.  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

Selected Financial Data
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)       TEN YEARS ENDED SEPTEMBER 30, 2000

                         2000      1999(a)    1998        1997        1996
<S>                   <C>    <C>  <C>   <C>  <C>   <C>  <C>  <C>    <C>    <C>

Income Statement Data:
Net sales           $1,499,439 $1,357,403 $1,331,545  $1,277,649  $1,139,310
Gross margin           165,828    185,708    136,103     114,467      70,640
Operating income (loss) 80,488    109,504     77,256      63,894      21,504(b)
Income (loss) before
  income taxes and
  extraordinary charge  62,786     90,904     56,522      43,824          47
Income tax expense
  (benefit) (C)         10,442     25,651      6,512       2,788       4,551
Income (loss) before
  extraordinary charge  52,344     65,253     50,010      41,036      (4,504)
Extraordinary charge-
  early repayment of
  debt, net of tax           -         --         --           --      (2,780)
Net income (loss)       52,344     65,253     50,010       41,036      (7,284)

Per Common Share Data:(d)
Income (loss) before
  extraordinary charge  $ 1.27     $ 1.58     $ 1.21       $ 0.99     $ (0.11)
Extraordinary charge
  early repayment of debt   --         --         --           --       (0.07)
Net income (loss)         1.27       1.58       1.21         0.99       (0.18)
  Cash dividends          0.06      0.045       0.04         0.04        0.04
Book value                8.33       7.11       5.58         4.41        3.46

Balance Sheet Summary:
Working capital       $124,531   $154,242   $147,040     $133,542     $88,455
Total assets           705,420    655,762    601,439      579,124     536,722
Notes payable and
  current maturities of
  long-term debt         4,657      4,353      5,889       11,596      35,850
Long-term debt, less
  current maturities   165,037    183,753    199,784      224,743     198,334
Total stockholders'
  equity               342,559    294,259    230,871      182,516     143,135

Key Indicators (as a percentage of net sales):
Gross margin             11.1%      13.7%      10.2%         9.0%        6.2%
Selling, general and
   administrative
   expenses               5.7%       5.6%       4.4%         4.0%        4.3%
Operating income (loss)   5.4%       8.1%       5.8%         5.0%        1.9%
Interest expense, net     1.2%       1.3%       1.5%         1.7%        1.9%
Net income (loss)         3.5%       4.8%       3.8%         3.2%       (0.6%)

(In thousands, except per share data:)      Ten years Ended September 30, 2000

                          1995      1994      1993(a)       1992        1991
Income Statement Data:
Net sales              $931,806   $922,609   $887,843   $817,361    $786,651
Gross margin             74,144    110,827    106,036     32,802      75,567
Operating income (loss)  24,930(b)  59,698     56,345    (12,475)     31,039
Income (loss) before
  income taxes and
  extraordinary charge    2,091     42,448     32,838    (33,712)     12,235
Income tax expense
  (benefit) (c)          10,058     11,390     10,543     (4,048)        (59)
Income (loss) before
  extraordinary charge   (7,967)    31,058     22,295    (29,664)     12,294
Extraordinary charge-
  early repayment of
  debt, net of tax           --         --     (1,286)        --          --
Net income (loss)        (7,967)    31,058     21,009    (29,664)     12,294

Per Common Share Data:(d)
Income (loss) before
  extraordinary charge  $ (0.19)   $  0.75     $ 0.54    $ (0.83)    $  0.36
Extraordinary chrge-
  early repayment of debt    --         --      (0.03)        --          --
Net income (loss)         (0.19)      0.75       0.51      (0.83)       0.36
Cash dividends             0.04       0.04       0.02       0.04        0.04
Book value                 3.67       3.91       3.20       2.71        2.72

Balance Sheet Summary:
Working capital        $ 88,395   $ 99,724   $ 72,688   $ 11,227    $ 44,882
Total assets            497,604    438,683    422,846    434,566     428,090
Notes payable and
  current maturities of
  long-term debt         18,187      4,493     25,643     86,424      44,756
Long-term debt, less
  current maturities    182,988    152,631    159,554    131,534     175,776
Total stockholders'
  equity                152,074    161,696    132,293    112,112     112,353

Key Indicators (as a percentage of net sales):
Gross margin               8.0%      12.0%      11.9%       4.0%        9.6%
Selling, general and
  administrative expenses  5.3%       5.5%       5.6%       5.7%        5.7%
Operating income (loss)    2.7%       6.5%       6.3%      (1.6%)       3.9%
Interest expense, net      1.9%       2.1%       2.9%       2.8%        2.5%
Net income (loss)         (0.9%)      3.4%       2.4%      (3.6%)       1.6%

(a)   Fiscal 1999 and 1993 had 53 weeks
(b)   In addition to foreign exchange losses, the peso decline and the
      related economic recession in Mexico contributed significantly to the
      operating losses experienced by the Company's Mexico operations of $8.2
      million and $17.0 million for fiscal years 1996 and 1995, respectively.
(c)   The Company does not include income or losses from its Mexico operations
      in its determination of taxable income for U.S. income tax purposes
      based upon its determination that such earnings will be indefinitely
      reinvested in Mexico.   See "Management's Discussion and Analysis Results
      of Operations and Financial Condition" and Note D of the Consolidated
      Financial Statements of the Company.
(d)   Historical per share amounts have 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.
</TABLE>



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

FORWARD-LOOKING STATEMENTS

   The  Private  Securities  Litigation  Reform Act of 1995 provides a safe
harbor  for  forward-looking statements made  by  (or  on  behalf  of)  the
Company.   Except   for   historical   information  contained  herein,  the
statements included in Management's Discussion  and  Analysis of Results of
Operations and Financial Condition, the Business Section  and  elsewhere in
this  annual  report  contain forward-looking statements that are dependent
upon a number of risks and uncertainties that could cause actual results to
differ materially from  those  in  the  forward-looking  statements.  These
risks  and  uncertainties  include  changes  in  commodity prices  of  feed
ingredients and chicken, the Company's indebtedness,  risks associated with
the   Company's  foreign  operations,  including  currency  exchange   rate
fluctuations,  trade barriers, exchange controls, expropriation and changes
in  laws  and  practices,  the  impact  of  current  and  future  laws  and
regulations, the  impact  of  uncertainties of litigation, as well as other
risks described in the Company's  SEC filings.  The Company does not intend
to provide updated information about  the  matters  referred  to  in  these
forward-looking  statements,  other  than  in  the  context of Management's
Discussion  and Analysis of Results of Operations and  Financial  Condition
contained herein and other disclosures in the Company's SEC filings.

GENERAL

     Profitability  in  the  chicken industry can be materially affected by
the commodity prices of chicken,  chicken parts and feed ingredients. Those
commodity prices are determined largely by supply and demand.  As a result,
the  chicken  industry  as  a  whole has  been  characterized  by  cyclical
earnings. These cyclical fluctuations  in  earnings  of  individual chicken
companies 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 food products. Prepared food products  generally have
higher  profit  margins  than our other products. Also, the production  and
sale in the U.S. of prepared  food  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  26.6% of our U.S. cost of goods sold  in  fiscal  2000.  The
production  of  feed  ingredients  is  positively  or  negatively  affected
primarily by weather  patterns  throughout  the  world, the global level of
supply inventories 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 costs,
thereby reducing their impact on our profitability.

The following table presents  certain  information  regarding the Company's
U.S. and Mexico operations.

<TABLE>
<CAPTION>
                                             Fiscal Year Ended
                              September 30,      October 2,     September 26,
                                  2000              1999             1998
<S>                           <C>       <C>      <C>     <C>     <C>      <C>
                               (52 weeks)         (53 weeks)      (52 weeks)
                                                (In thousands)
Sales to unaffiliated
      customers:
   United States               $1,192,077         $1,102,903      $1,053,458
   Mexico                         307,362            254,500         278,087
Total sales to unaffiliated
      customers                $1,499,439         $1,357,403      $1,331,545
Operating income:
   United States               $   45,928         $   88,177      $   36,279
   Mexico                          34,560             21,327          40,977
      Total operating income   $   80,488         $  109,504      $   77,256
</TABLE>

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

<TABLE>
<CAPTION>
                                  2000              1999               1998
<S>                          <C>       <C>       <C>     <C>      <C>      <C>
Net sales                        100.0 %            100.0 %          100.0 %
Cost of sales                     88.9               86.3             89.8
Gross profit                      11.1               13.7             10.2
Selling, general and
   administrative expense          5.7                5.6              4.4
Operating income                   5.4                8.1              5.8
Interest expense                   1.2                1.3              1.5
Income before income taxes         4.2                6.7              4.2
Net income                         3.5                4.8              3.8
</TABLE>

Results of Operations

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 the Company's 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.

FISCAL 1999 COMPARED TO FISCAL 1998:

     Our  accounting  cycle  resulted in 53 weeks of operations  in  fiscal
1999, compared to 52 weeks in fiscal 1998.

     NET SALES.  Consolidated net sales were $1.36 billion for fiscal 1999,
an increase of $25.9 million,  or  1.9%  from fiscal 1998.  The increase in
consolidated  net  sales resulted from a $49.1  million  increase  in  U.S.
chicken sales to $963.5  million  and  a  $0.4 million increase of sales of
other U.S. products to $139.4 million offset by a $23.6 million decrease in
Mexico chicken sales to $254.5 million. The  increase in U.S. chicken sales
was  primarily  due  to  an 8.7% increase in dressed  pounds  produced  and
partially offset by a 3.0% decrease in total revenue per dressed pound. The
decrease in Mexico chicken  sales  was primarily due to a 19.6% decrease in
revenue per dressed pound partially  offset  by a 13.9% increase in dressed
pounds sold.

     COST OF SALES.  Consolidated cost of sales  was $1.2 billion in fiscal
1999, a decrease of $23.7 million, or 2.0%, compared  to  fiscal 1998.  The
decrease resulted primarily from an $18.4 million decrease  in  the cost of
sales  of  U.S.  operations  and by a $5.3 million decrease in the cost  of
sales in Mexico operations. The  cost  of sales decrease in U.S. operations
of $18.4 million was due primarily to a  22.1% decrease in feed ingredients
cost  per  pound partially offset by an 8.7%  increase  in  dressed  pounds
produced.

     The $5.3  million  cost  of  sales  decrease  in Mexico operations was
primarily due to a 15.4% decrease in feed ingredient costs per pound offset
partially by a 13.9% increase in dressed pounds produced.

     GROSS PROFIT.  Gross profit was $185.7 million  for  fiscal  1999,  an
increase of $49.6 million, or 36.5%, over the same period last year.  Gross
profit  as  a  percentage  of  sales increased to 13.7% in fiscal 1999 from
10.2% in fiscal 1998.  The increased  gross  profit resulted primarily from
lower feed ingredient costs per pound and higher production volumes.

     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  $76.2 million in fiscal 1999 and
$58.8  million  in  fiscal  1998.   Consolidated   selling,   general   and
administrative  expenses  as a percentage of sales increased in fiscal 1999
to 5.6%, compared to 4.4% in  fiscal  1998, due to increased retirement and
variable compensation costs which are dependent upon U.S. profits.

     OPERATING INCOME.  Consolidated operating  income  was  $109.5 million
for fiscal 1999, an increase of $32.2 million, or 41.7%, when  compared  to
fiscal 1998, resulting primarily from lower feed ingredient costs per pound
and higher production volumes.

     INTEREST  EXPENSE.   Consolidated net interest expense decreased 12.4%
to $17.7 million in fiscal  1999, when compared to $20.2 million for fiscal
1998, due to lower average outstanding debt levels.

     MISCELLANEOUS, NET. Consolidated  miscellaneous,  net,  a component of
Other  Expenses  (Income), was $1.0 million in fiscal 1999, a $2.7  million
decrease when compared  to  ($1.7) million for fiscal 1998 due primarily to
losses on disposal of assets.

     INCOME TAX EXPENSE.  Consolidated  income  tax  expense in fiscal 1999
increased to $25.7 million compared to an expense of $6.5 million in fiscal
1998.  This increase resulted from higher U.S. earnings in fiscal 1999 than
in fiscal 1998.

LIQUIDITY AND CAPITAL RESOURCES

     As  of  November  16,  2000, the Company maintains $120.0  million  in
revolving credit facilities and  $400.0  million  in secured-revolving/term
borrowing facilities. 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 at September  30,  2000 bore
interest at rates ranging from LIBOR plus five-eighths percent to LIBOR  plus
one  and one-eighth  percent.   These  facilities are secured by inventory and
fixed assets  or  are  unsecured.  The $400.0  million  revolving/term
borrowing facility provides  for  $285.0 million and $115.0 million of 10-year
and 7-year, respectively, commitments.  Borrowings  under this facility are
split pro-rata between the 10-year and 7-year maturities  as  they  occur.
As of November 17, 2000, $113.8 million was available under the revolving
credit facilities  and  $200.0  million  was  available  under  the revolving/
term borrowing  facilities with an additional $200.0 million becoming
available upon completion  of  the  WLR  Acquisition  and the satisfaction of
certain other customary conditions occurring on or before  February  28, 2001.
See Note C to the Consolidated Financial Statements.

     The annual maturities of long-term debt for the five years  subsequent
to  September  30,  2000  are  as  follows:   2001-$4.7  million; 2002-$5.0
million; 2003-$96.1 million; 2004-$5.8 million and 2005-$6.0 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  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.  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 borrowed by the Company 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.  There were  no
borrowings outstanding by the Company at September 30, 2000.

     On  June  26, 1998, the Company entered into an asset  sale  agreement
(the "Agreement")  to  sell up to $60.0 million of accounts receivable.  In
connection with the 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 30, 2000, an
interest in these Pooled Receivables of $35.4  million  had  been  sold  to
third parties and is reflected as a reduction to accounts receivable.

     On  March  31, 2000, the Company announced that its Board of Directors
had authorized the  repurchase of  $25.0 million of its outstanding Class A
and/or Class B common stock. Based on the weighted average closing price of
these securities on March  30, 2000, this would represent approximately 10%
of the Company's total shares  outstanding. The shares will be purchased on
the open market from time to time  and  will  be  paid for out of operating
cash flows or borrowings on existing lines of credit.  As  of September 30,
2000,  271,100  shares  of Class A common stock had been repurchased  under
this plan at a total cost of $1.6 million.

     At September 30, 2000, the Company's working capital and current ratio
were $124.5 million and 1.86 to 1, respectively, compared to $154.2 million
and 2.24 to 1, respectively, at October 2, 1999.

     Trade accounts and other  receivables were  $50.3 million at September
30, 2000, compared to $84.4 million at October 2, 1999.  The 40.4% decrease
between September 30, 2000 and October  2,  1999  was  due primarily to the
sale  of  receivables  under  the  asset  sale  agreement discussed  above.
Excluding  the sale of receivables, trade accounts  and  other  receivables
would  have increased  1.5%  to  $85.7  million.   This  increase  was  due
primarily to the higher level of sales activity.

     Accounts payable and accrued expenses were $139.8 million at September
30, 2000,  compared  to  $119.8  million at October 2, 1999, an increase of
$20.0 million, or 16.7% and was primarily due to higher levels of sales and
the corresponding increased production  activity and increased expenditures
for capital projects.

     Inventories were  $181.2 million at  September  30,  2000, compared to
$168.0 million at October 2, 1999.  The $13.2 million, or 7.9%, increase in
inventories  between September 30, 2000 and October 2, 1999  was  primarily
due to higher  live  chicken  inventories in the field necessary to support
increased sales and production  levels,  as well as higher finished chicken
products inventories.

     Capital expenditures of $92.1 million, $69.6 million and $53.5 million
for fiscal years 2000, 1999 and 1998, respectively, were primarily incurred
to expand certain facilities, improve efficiencies,  reduce  costs, conduct
routine equipment replacement and the purchase of a chicken litter disposal
and  fertilizer  business  as  discussed  in  Note  H  of  the Consolidated
Financial Statements. Management of the Company and the independent members
of  the  Board of Directors believe that the terms of the purchase  of  the
chicken litter  disposal  and fertilizer business are not less favorable to
the Company than those which  could  be arranged with unaffiliated persons.
The  Company  has  budgeted  approximately   $100.0   million  for  capital
expenditures in each of its next three fiscal years, primarily  to increase
capacity  through  either building or acquiring new facilities, to  improve
efficiencies and for  the routine replacement of equipment. However, actual
levels of capital expenditures  in any fiscal year may be greater or lesser
than those budgeted.  The Company expects to finance such expenditures with
available operating cash flows and long-term financing.

     Cash flows provided by operating activities were $130.8 million, $81.5
million  and  $85.0  million,  for  fiscal   years  2000,  1999  and  1998,
respectively.  The increase in cash flows provided  by operating activities
for  fiscal 2000, when compared to fiscal 1999, was due  primarily  to  the
sale  of   the  $35.4  million  accounts  receivables  under  the  accounts
receivable sales  agreement  mentioned  above  and  increases  in  accounts
payable and accrued expenses offset partially by an increase in inventories
and a decrease in operating income. The decrease in cash flows provided  by
operating activities for fiscal 1999, when compared to fiscal 1998, was due
primarily  to  increased  inventory levels, offset by increases in accounts
payable and accrued expenses.

     Cash flows used in financing  activities  were  $22.6  million,  $19.6
million   and   $32.5  million  for  fiscal  years  2000,  1999  and  1998,
respectively.  The cash used in financing activities primarily reflects the
net payments on long-term debt.

RECENT DEVELOPMENTS

     On September  27,  2000,  the  Company  announced that it had signed a
definitive agreement to acquire all the outstanding  stock  of  WLR  Foods,
Inc.  in a cash merger valued at approximately $300 million, which includes
the assumption  and/or  refinancing  of  approximately  $60  million of WLR
Foods' debt and other obligations (the "WLR Acquisition").  Pursuant to the
agreement,  the Company will pay $14.25 for each outstanding share  of  WLR
Foods common stock.  The merger is subject to customary closing conditions,
including the receipt of regulatory approval and the approval of WLR Foods'
shareholders  and  is  expected  to  be completed during January 2001.  WLR
Foods  is currently the twelfth largest  chicken  company  and  the  fourth
largest  turkey  company in the United States, with operations in Virginia,
North Carolina, West  Virginia  and  Pennsylvania.   The Company intends to
finance  the  transaction  with  existing  cash  and borrowings  under  the
financing  facility  described  above,  which will result  in  the  Company
incurring  substantially  greater interest  expense  in  the  future.   The
transaction has received the unanimous approval of both companies' Board of
Directors and is expected to be completed during January 2001.

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 management may take to mitigate its
exposure to such changes.  Actual results may differ.

     FEED INGREDIENTS.   The Company is a purchaser of certain commodities,
primarily corn and soybean  meal.   As a result, the Company's earnings are
affected by changes in the price and availability of such feed ingredients.
As market conditions dictate, the Company  from  time  to time will lock-in
future  feed ingredient prices using various hedging techniques,  including
forward purchase  agreements  with  suppliers  and  futures contracts.  The
Company does not use such financial instruments for trading purposes and is
not a party to any leverage derivatives.  Market risk  is  estimated  as  a
hypothetical  10%  increase  in  the weighted-average cost of the Company's
primary feed ingredients as of September 30, 2000.  Based on projected 2001
feed consumption, such an increase  would  result in an increase to cost of
sales of approximately $33.1 million in 2001.   As  of  September 30, 2000,
the Company had hedged none of its 2001 feed requirements  and  had entered
into no forward purchase contracts.

     FOREIGN  CURRENCY.   The  Company's  earnings  are affected by foreign
exchange  rate  fluctuations  related  to  the  Mexican peso  net  monetary
position of its Mexico subsidiaries.  The Company  primarily  manages  this
exposure  by attempting to minimize its Mexican peso net monetary position,
but has also from time to time considered executing hedges to help minimize
this exposure.   However,  such  instruments  have  historically  not  been
economically  feasible.   The  Company  is  also  exposed  to the effect of
potential  exchange  rate  fluctuations  to  the  extent  that amounts  are
repatriated  from  Mexico  to  the  United  States.   However, the  Company
currently anticipates that the cash flows of its Mexico  subsidiaries  will
continue  to  be  reinvested  in  its  Mexico operations.  In addition, the
Mexican peso exchange rate can directly and indirectly impact the Company's
results of operations and financial position  in several manners, including
potential economic recession in Mexico resulting from a devalued peso.  The
impact on the Company's 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 the Company's Mexico  subsidiaries,  were  a gain of
$0.2 million and $0.1 million in fiscal 2000 and 1999, respectively,  and a
loss  of  $2.3  million  in  1998.   On November 14, 2000, the Mexican peso
closed at 9.50 to 1 U.S. dollar, a decrease  from  9.44  at  September  30,
2000.   No  assurance  can  be given as to how future movements in the peso
could affect future earnings of the Company.

    INTEREST RATES.  The Company's earnings are also affected by changes in
interest rates due to the impact  those  changes  have on its variable-rate
debt   instruments.    The  Company  has  variable-rate  debt   instruments
representing approximately  4.7%  of  its  long-term  debt at September 30,
2000.  If interest rates average 25 basis points more in 2001 than they did
during 2000, the Company's interest expense would be increased  by $25,000.
These  amounts are determined by considering the impact of the hypothetical
interest  rates  on the Company's variable-rate long-term debt at September
30, 2000.

     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  $0.4
million, using discounted cash flow analysis.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  No.  133,  ACCOUNTING  FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (SFAS 133), which is required
to be adopted by the Company in its fiscal year beginning  October 1, 2000.
SFAS  133  will  require  the Company to recognize all derivatives  on  the
balance sheet at fair value.   Derivatives  that  are  not  hedges  must be
adjusted  to  fair  value  through  income.   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  until  the  hedged   item  is
recognized  in  earnings.  The ineffective portion of a derivative's change
in fair value will  be immediately recognized in earnings.  SFAS 133 is not
expected to have a material  impact on the Company's financial condition or
results of operations.

Impact of Inflation

     Due  to  moderate inflation  in  the  U.S.  and  the  Company's  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 schedules are included  on
pages 45 through 59 of this document.  Financial  statement schedules other
than  those  included  herein  have  been  omitted  because   the  required
information  is  contained  in  the  consolidated  financial statements  or
related notes, or such information is not applicable.

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

     NOT APPLICABLE

<PAGE>

                                 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 2000 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 2000 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 2000 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 58.
       (4) EXHIBITS

  (b)  REPORTS ON FORM 8-K
       (1) THE COMPANY FILED A FORM 8-K DATED JULY 20, 1999, TO REPORT THE
           AMENDING OF THE ARTICLES OF INCORPORATION TO PERMIT DIVIDENDS OF
           EITHER OF ITS CLASS A COMMON STOCK OR CLASS B COMMON STOCK TO HOLDERS
           OF ITS CLASS B COMMON STOCK.
       (2) THE COMPANY FILED A FORM 8-K DATED SEPTEMBER 27, 2000, TO REPORT IT
           HAD SIGNED A DEFINITIVE AGREEMENT WITH WLR FOODS, INC. FOR THE SALE
           OF ALL THE OUTSTANDING STOCK OF WLR FOODS, INC.
  (C)  EXHIBITS

<PAGE>

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).

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.

12 Ratio of Earnings to Fixed Charges for the years ended September 30, 2000,
   October 2, 1999, September 26, 1998, September 27, 1997 and September 28,
   1996.*

21 Subsidiaries of Registrant.*

23 Consent of Ernst & Young LLP.*

27 Financial Data Schedule*


*    Filed herewith


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
17th day of November 2000.

                                   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

   /s/  Lonnie "Bo" Pilgrim
________________________      Chairman of the Board    11/20/2000
Lonnie "Bo" Pilgrim

  /s/  Clifford E. Butler
_______________________       Vice Chairman of the Board 11/20/2000
Clifford E. Butler

  /s/  David Van Hoose
________________________      Chief Executive Officer  11/20/2000
David Van Hoose               President
                              Chief Operating Officer
                              Director
                              (Principal Executive Officer)

   /s/  Richard A. Cogdill
_______________________       Executive Vice President 11/20/2000
Richard A. Cogdill            Chief Financial Officer
                              Secretary and Treasurer
                              Director
                              (Principal Financial and Accounting Officer)


     SIGNATURE                     TITLE                 DATE


   /s/  Lonnie Ken Pilgrim
_______________________       Senior Vice President    11/20/2000
Lonnie Ken Pilgrim            Director of Transportation
                              Director

   /s/  Charles L. Black
_______________________       Director                 11/20/2000
Charles L. Black


_______________________       Director                 11/20/2000
S. Key Coker


______________________        Director                 11/20/2000
Vance C. Miller


______________________        Director                 11/20/2000
James J. Vetter, Jr.


_______________________       Director                 11/20/2000
Donald L. Wass, Ph.D.
<PAGE>


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Pilgrim's Pride Corporation

STOCKHOLDERS AND BOARD OF DIRECTORS
PILGRIM'S PRIDE CORPORATION

   We have audited the accompanying consolidated  balance  sheets  of Pilgrim's
Pride  Corporation  and  subsidiaries  as of September 30, 2000 and October  2,
1999, and the related consolidated statements  of income, stockholders' equity,
and cash flows for each of the three years in the  period  ended  September 30,
2000.  Our audits also included the financial statements schedule listed in the
index at Item 14(a).  These financial statements are the responsibility  of the
Company's  management.   Our  responsibility  is to express an opinion on these
financial statements 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  30,  2000  and  October  2,  1999, and the
consolidated results of its operations and its cash flows for each of the three
years  in  the  period ended September 30, 2000, 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.

Ernst & Young LLP

Dallas, Texas
October 30, 2000, except for the second paragraph of Note C, which is dated
November 16, 2000





Consolidated Balance Sheets
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
(In thousands)                             Two Years Ended September 30, 2000

                                                 2000                 1999
<S>                                       <C>         <C>         <C>      <C>
Assets
Current Assets:
  Cash and cash equivalents                  $  28,060              $  15,703
  Trade accounts and other receivables, less
   allowance for doubtful accounts              50,286                 84,368
  Inventories                                  181,237                168,035
  Deferred income taxes                          6,256                  6,913
  Prepaid expenses and other
   current assets                                3,131                  3,376
        Total Current Assets                   268,970                278,395

Other Assets                                    18,576                 13,632
Property, Plant and Equipment:
  Land                                          26,137                 26,177
  Buildings, machinery and equipment           565,034                514,984
  Autos and trucks                              48,187                 38,479
  Construction-in-progress                      68,743                 42,694
                                               708,101                622,334
  Less accumulated depreciation                290,227                258,599
                                               417,874                363,735
                                              $705,420               $655,762

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                          $  105,078              $  81,587
  Accrued expenses                              34,704                 38,213
  Current maturities of long-term debt           4,657                  4,353
     Total Current Liabilities                 144,439                124,153

Long-Term Debt, Less Current Maturities        165,037                183,753
Deferred Income Taxes                           52,496                 52,708
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; 13,523,429 and
   13,794,529 shares issued and outstanding in 2000
   and 1999, respectively;                        138                     138
  Common stock -- Class B, $.01 par value,
   authorized 60,000,000 shares; 27,589,250 issued
   and outstanding in 2000 and 1999               276                     276
  Additional paid-in capital                   79,625                  79,625
  Retained earnings                           264,088                 214,220
  Less treasury stock                          (1,568)                     --
     Total Stockholders' Equity               342,559                 294,259
                                             $705,420                $655,762

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 30, 2000
                              2000                 1999               1998
<S>                        <C>      <C>         <C>     <C>        <C>     <C>
Net Sales                  $1,499,439           $1,357,403          $1,331,545
Cost and Expenses:
  Cost of sales             1,333,611            1,171,695           1,195,442
  Selling, general and
    administrative             85,340               76,204              58,847
                            1,418,951            1,247,899           1,254,289
  Operating Income             80,488              109,504              77,256

Other Expenses (Income):
  Interest expense, net        17,779               17,666              20,148
  Foreign exchange (gain) loss   (152)                 (50)              2,284
  Miscellaneous, net               75                  984              (1,698)
                               17,702               18,600              20,734

Income Before Income Taxes     62,786               90,904              56,522
Income Tax Expense             10,442               25,651               6,512

Net Income                 $   52,344         $     65,253         $    50,010

Net Income  per Common
  Share-Basic and Diluted  $     1.27         $       1.58         $      1.21


See Notes to Consolidated Financial Statements
</TABLE>


<PAGE>
Consolidated Statements of Stockholders' Equity
Pilgrim's Pride Corporation


<TABLE>
<CAPTION>
(In thousands, except share and per share data)
                         Shares      Total  Additional Retained Treasury Total
                    of Common Stock   Par    Paid-In   Earnings  Stock
                 Class A     Class B Value   Capital

<S>            <C>       <C>         <C>   <C>        <C>      <C>    <C>
Balance at September 27,
     1997            --   27,589,250  $276  $79,763   $102,477        $182,516
   Net income for year                                  50,010          50,010
   Cash dividends declared
       ($.04 per share)                                 (1,655)         (1,655)

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  13,523,429   27,589,250   $414   $79,625  $264,088  ($1,568)$342,559


See Notes to Consolidated Financial Statements
</TABLE

<PAGE>
Consolidated Statements of Cash Flows
Pilgrim's Pride Corporation


</TABLE>
<TABLE>
<CAPTION>
(In thousands)                            Three Years Ended September 30, 2000
                                             2000         1999          1998
<S>                                     <C>      <C>   <C>     <C>   <C>    <C>
Cash Flows From Operating Activities:
  Net Income                               $52,344       $65,253       $50,010
  Adjustments to reoncile net income
    to cash provided by operating activities:
   Depreciation and amortization            36,027        34,536        32,591
   Loss on property disposals                1,093         2,668           132
   Deferred income taxes                       444        (5,595)          571
  Changes in operating assets and liabiities:
   Accounts and other receivables           34,082        (2,555)       (3,846)
   Inventories                             (13,202)      (26,351)        4,496
   Prepaid expenses and other current assets   245          (474)         (246)
   Accounts payable and accrued expenses    19,982        14,195           996
   Other                                      (212)         (225)          312
  Cash Provided in Operating Activities    130,803        81,452        85,016

Investing Activities:
   Acquisitions of property,
    plant and equipment                    (92,128)       (69,649)     (53,518)
   Proceeds from property disposals          2,319          1,178        5,629
   Other, net                               (6,055)        (2,822)         595
  Cash Used in Investing Activities        (95,864)       (71,293)     (47,294)

Financing Activities:
   Proceeds from notes payable to banks     71,000         24,500       35,500
   Repayments on notes payable to banks    (71,000)       (24,500)     (35,500)
   Proceeds from long-term debt             20,047         15,258       21,125
   Payments on long-term debt              (38,622)       (33,029)     (51,968)
   Purchase of treasury stock               (1,568)            --           --
   Cash dividends paid                      (2,476)        (1,865)      (1,655)
Cash Used in Financing Activities          (22,619)       (19,634)     (32,498)

Effect of exchange rate changes on cash
  and cash equivalents                          37             53         (437)

Increase (decrease)  in cash and
  cash equivalents                          12,357          (9,422)      4,787
Cash and cash equivalents at
  beginning of year                         15,703          25,125      20,338

Cash and Cash Equivalents at End of Year   $28,060         $15,703     $25,125

Supplemental Disclosure Information:
Cash paid during the year for:
   Interest (net of amount capitalized)    $17,178         $18,130     $20,979
   Income taxes                            $13,258         $31,835     $ 4,543


See Notes to Consolidated Financial Statements
</TABLE>

<PAGE>
Notes to Consolidated Financial Statements
Pilgrim's Pride Corporation

Note A
Business and Summary of Significant Accounting Policies:
   Pilgrim's Pride Corporation (referred to herein as "the Company", "we",
"us", "our" and similar terms) is a vertically integrated producer of chicken
products, controlling the breeding, hatching and growing of chickens, and the
processing, preparation and packaging of its product lines.  The Company is the
fifth-largest producer of chicken in the United States, with production and
distribution facilities located in Texas, Arkansas, Oklahoma and Arizona, and
is one of the two largest producers of chicken in Mexico, with production and
distribution facilities located in Mexico City and the states of Coahuila, San
Louis Potosi, Queretaro and Hidalgo.  The Company's chicken products consist
primarily of prepared foods, which include portion-controlled breast fillets,
tenderloins and strips, formed nuggets and patties, bone-in chicken parts,
fresh foodservice chicken, pre-packaged chicken and bulk packaged chicken.
   On September 27, 2000, the Company announced that it had signed a
definitive agreement to acquire all the outstanding stock of WLR Foods, Inc.
in a cash merger valued at approximately $300 million, which includes the
assumption and/or refinancing of approximately $60 million of WLR
Foods' debt and other obligations (the "WLR Acquisition").  Pursuant to the
agreement, the Company will pay $14.25 for each outstanding share of WLR Foods
common stock.  The merger is subject to customary closing conditions, including
the receipt of regulatory approval and the approval of WLR Foods' shareholders,
and is expected to be completed during January 2001.  The transaction has
received the unanimous approval of both companies' Board of Directors and is
expected to be completed during January 2001.  The WLR Acquisition will be
accounted for as a purchase and will be financed through arranged lines of
credit discussed in Note C.

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 and prior year
amounts have been restated to conform to current year presentations.
   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 2000 and 1998 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 components 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.

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

Inventories:
   Live chicken 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 chicken 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, and the
ongoing effect is not expected to have a material adverse impact on the
Company's financial condition or results of operations.

Property, Plant and Equipment:
   Property, plant and equipment is stated at cost.  For financial reporting
purposes, depreciation is computed using the straight-line method over the
estimated useful lives of these assets.  Depreciation expense was $34.7
million, $33.4 million and $31.5 million in 2000, 1999 and 1998, respectively.

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 41,289,142 in 2000 and 41,383,779 in 1999 and 1998 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.

Note B
Inventories:

   Inventories consist of the following:
<TABLE>
<CAPTION>
(In thousands)

<S>                           <C>     <C>            <C>     <C>
                                  2000                   1999

Live chicken and hens          $  72,438              $  68,116
Feed, eggs and other              54,627                 48,021
Finished chicken products         54,172                 51,898
                                $181,237               $168,035
</TABLE>

Note C
Notes Payable and Long-Term Debt:
   At September 30, 2000, the Company maintained $70.0 million in revolving
credit facilities and $200.0 million in secured term borrowing facilities.  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 30, 2000 bore interest at
rates ranging from LIBOR plus five-eighths percent to LIBOR plus one and one-
eighth percent.  These facilities are secured by inventory and fixed assets or
are unsecured.  At September 30, 2000, $63.8 million was available under the
revolving credit facilities and $192.0 million was available under the term
borrowing facilities.  Annual maturities of long-term debt for the five years
subsequent to September 30, 2000 are:  2001 -- $4.7 million; 2002 -- $5.0
million; 2003 -- $96.1 million; 2004 -- $5.8 million; and 2005 -- $6.0 million.
   On November 16, 2000, the Company entered into amended and restated
revolving credit facilities and secured term borrowing facilities, increasing
the total amounts available to $120.0 million and $400.0 million, respectively,
from $70.0 million and $200.0 million, respectively, and bear interest at rates
dependent upon the Company's total debt to capitalization ratio as described
above.  These increases were made to provide the funding necessary to
consummate the WLR Acquisition discussed in Note A.  The increases in the
revolving credit facilities are available as of November 16, 2000; however, the
additional $200.0 million in secured term borrowing facilities will only be
available upon consummation of the WLR Acquisition and the satisfaction of
certain other customary conditions on or before February 28, 2001.
   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 and
will be reflected as debt when received.  The interest rates on amounts
borrowed will closely follow the tax-exempt commercial paper rates.
   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.
   Total interest was $21.7 million, $20.8 million and $23.2 million in 2000,
1999 and 1998, respectively.  Interest related to new construction capitalized
in 2000, 1999 and 1998 was $3.3 million, $2.0 million and $1.7 million,
respectively.

<PAGE>


<TABLE>
<CAPTION>

Long-term debt consists of the following:
<S>                                            <C>     <C>  <C>  <C> <C> <C>
(In thousands)
                                                 Maturity     2000     1999
Senior subordinated notes, interest at 10 7/8%
(effective rate of 11 1/8%)                         2003    $ 90,495  $ 93,364
Notes payable to an insurance company
  at 7.07% - 7.21%                                  2006      70,121    67,843
Notes payable to an agricultural lender at
  LIBOR plus 1.0%                                   2006       2,400        --
Notes payable to an agricultural lender at
  LIBOR plus 1.125%                                 2009       5,600        --
Notes payable to a bank at LIBOR plus 1.8%          2003          --    18,000
Notes payable to an agricultural lender at a rate
   approximating LIBOR plus 1.25% to 1.65%          2006          --     1,729
Other notes payable                              Various       1,078     7,170
                                                             169,694   188,106
Less current maturities                                        4,657     4,353
                                                            $165,037  $183,753
</TABLE>
   The fair value of long-term debt, at September 30, 2000 and October 2, 1999,
based upon quoted market prices for the same or similar issues where available
or by using discounted cash flow analysis, was approximately $166.2 million and
$209.7 million, respectively.
<PAGE>
Note D
Income Taxes:
   Income before income taxes after allocation of certain expenses to foreign
operations for 2000, 1999 and 1998 was $32.7 million, $76.6 million and $23.7
million, respectively, for U.S. operations and $30.0 million, $14.3 million and
$32.8 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)
<S>                        <C>                <C>                <C>
                                  2000               1999             1998
Current:
   Federal                      $ 9,239            $28,449          $4,985
   Foreign                          138                318             948
   State and other                  621              2,480               8
                                  9,998             31,247           5,941
Deferred                            444             (5,596)            571
                                $10,442            $25,651          $6,512
</TABLE>

     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)
<S>                                <C>              <C>              <C>
                                      2000             1999             1998
Federal income tax rate               35.0%            35.0%            35.0%
State tax rate, net                    1.4              1.3             (0.4)
Difference in U.S.
   statutory tax rate and
   Mexico's effective tax
   rate                              (19.8)            (8.1)           (23.1)
                                      16.6%             28.2%           11.5%
</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)
<S>                                          <C>                <C>
                                                 2000               1999
Deferred tax liabilities:
   Tax over book depreciation                   $24,390            $24,345
   Prior use of cash accounting                  27,470             30,130
   Other                                          2,849              1,209
      Total deferred tax liabilities             54,709             55,684
Deferred tax assets:
   Expenses deductible in different
    years                                         8,469              9,889
      Total deferred tax asset                    8,469              9,889
         Net deferred tax liabilities           $46,240            $45,795
</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 30, 2000, the cumulative undistributed earnings of these subsidiaries
were approximately $152.4 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 $4.1 million and
$4.7 million at September 30, 2000 and October 2, 1999, respectively.
   On June 26, 1998, the Company entered into an asset sale agreement (the
"Agreement") to sell up to $60.0 million of accounts receivable.  In connection
with the 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 30, 2000, an interest in these Pooled
Receivables of $35.4 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. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.  The 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 $2.3 million, $4.6 million and $1.7 million in 2000,
1999 and 1998, respectively.

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)

<S>                               <C>              <C>             <C>
                                      2000             1999             1998
Contract egg grower
 fees to major
   stockholder                       $5,100           $4,501           $4,989
Chick, feed and other
   sales to major
   stockholder                       31,879           25,076           21,396
Live chicken purchases
   from major
   stockholder                       31,979           26,899           21,883
</TABLE>

   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 2000, 1999 and 1998.  Operating expenses were $127,680, $135,786 and
$52,950 in 2000, 1999 and 1998, respectively. The Company had accounts
receivable of approximately $0.1 million and $1.2 million at September 30, 2000
and at October 2, 1999, respectively,  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 $22.4 million, $17.3 million and $14.3 million in 2000,
1999 and 1998, respectively.  The Company's future minimum lease commitments
under non-cancelable operating leases are as follows:  2001 -- $17.2 million;
2002 -- $14.5 million; 2003 -- $13.9 million; 2004 -- $9.9 million; 2005 --
$7.2 million and thereafter $10.3 million.
   At September 30, 2000, the Company had $6.2 million in letters of credit
outstanding relating to normal business transactions.

Note J
Contingencies:
   The Company is 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.  Based on information the
Company has received to date, it is anticipated that the recovery will occur
upon resolution of the appeals process which is expected before the end of
fiscal 2001.
   In January of 1998, seventeen current and/or former employees of the Company
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 the Company violated requirements of the Fair Labor
Standards Act.  The suit alleges the Company failed to pay employees for all
hours worked.  Specifically, employees allege they should be paid for time
spent to put on, take off and clean certain personal gear.  Plaintiffs seek to
recover unpaid wages plus liquidated damages and legal fees.  Approximately
1,700 consents to join as plaintiffs have been filed with the court by current
and/or former employees.  It is anticipated that a trial date will be set in
February of 2001. The Company believes it has substantial defenses to the
claims made and intends to vigorously defend the case.  However, 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 these matters, individually or collectively, to have a material
impact on its financial position or liquidity.  Substantially similar suits
have been filed against four other integrated chicken companies.
   On February 9, 2000, the U.S. Department of Labor ("DOL") began a nationwide
audit of wage and hour practices in the chicken industry.  The DOL has audited
51 chicken plants, three of which are owned by the Company.  The DOL audit
examined pay practices relating to both processing plant and catching crew
employees and includes practices which are the subject of Anderson v. Pilgrim's
Pride discussed above.  The Company expects to have a closing conference with
the DOL before April of 2001.
   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.


<PAGE>
Note K
Business Segments:
   The Company operates in a single business segment as a producer of
agricultural products and conducts separate operations in the United States and
Mexico.
   Inter-area sales, which are not material, are accounted for at prices
comparable to normal trade customer sales.  Identifiable assets by geographic
area are those assets which are used in the Company's operations in each area.

Information about the Company's operations in these geographic areas is as
follows:

<TABLE>
<CAPTION>
(In thousands)

<S>                             <C>              <C>               <C>
                                  2000                1999              1998
                                 (52 weeks)        (53 weeks)       (52 weeks)
Sales to unaffiliated customers:
  United States                  $1,192,077       $1,102,903        $1,053,458
  Mexico                            307,362          254,500           278,087
                                 $1,499,439       $1,357,403        $1,331,545

Operating income:
  United States                  $   45,928       $   88,177        $   36,279
  Mexico                             34,560           21,327            40,977
                                 $   80,488       $  109,504        $   77,256

Long-lived assets:
  United States                  $  310,066       $  260,456        $  227,273
  Mexico                            126,384          116,911           115,632
                                 $  436,450       $  377,367        $  342,905
</TABLE>

As of September 30, 2000, the Company had net assets in Mexico of $187.0
million.
During 2000 and 1999, revenue from one customer represented 13.5% and 13.9%,
respectively, of Consolidated Net Sales.

Note L
<TABLE>
<CAPTIONS>
Quarterly Results (Unaudited)
(In thousands, except per share data)            Year ended September 30, 2000

                           First     Second       Third   Fourth   Fiscal Year
                          Quarter    Quarter(a)  Quarter Quarter
<S>                      <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
  Market price:
    Class B common stock
      High                       9     8 9/16      8 5/16   7 13/16          9
      Low                    6 1/4      6 1/4       6 3/4     6 5/8      6 1/4
    Class A common stock
      High                       7      6 5/8       6 1/8   5 11/16          7
      Low                    4 5/8      4 1/2      4 1/16   4 13/16     4 1/16

</TABLE>

<TABLE>
<CAPTION>
(In thousands, except per sahre data)               Year ended October 2, 1999

                         First       Second    Third     Fourth    Fiscal Year
                         Quarter(b)  Quarter   Quarter   Quarter
<S>                     <C>        <C>        <C>       <C>        <C>
Net Sales                $336,088    $329,894  $344,160  $347,261   $1,357,403
Gross profit               43,901      46,262    49,415    46,130      185,708
Operating income           26,186      25,292    29,212    28,814      109,504
Net income                 15,920      14,580    18,317    16,436       65,253
Per Share (c)
  Net income                  .39         .35       .44       .40         1.58
  Cash dividends              .01         .01       .01      .015         .045
  Market price:
    Class B common stock
      High               16 11/16      15 7/8        20   16 5/16           20
      Low                 11 5/16     10 9/16     9 7/8     6 1/4        6 1/4
    Class A common stock
      High                    n/a         n/a       n/a    14 3/4       14 3/4
      Low                     n/a         n/a       n/a     4 5/8        4 5/8

(a)  The second quarter of 2000 includes a $5.8 million write-off of accounts
     receivable from AmeriServe, which filed bankruptcy on January 31, 2000.
(b)  The first quarter of 1999 includes 14 weeks.
(c)  Per share amounts prior to 2000 have been restated to give effect to a
     stock dividend issued on July 30, 1999.  See Note F of the Consoldiated
     Financial Statements of the Company.
</TABLE>

<TABLE>
<CAPTION>
PILGIRM'S PRIDE CORPORATION AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

Col. A                    Col. B       Col. C             Col. D      Col. E
                                      ADDITIONS
                          BALANCE   CHARGED    CHARGED   DEDUCTIONS    BALANCE
                      AT BEGINNING TO COSTS    TO OTHER   DESCRIBE   AT END OF
DESCRIPTION             OF PERIOD  AND EXPENSES ACCOUNTS
                                                 DESCRIBE
<S>                 <C>         <C><C>       <C><C>    <C><C>    <C> <C>    <C>

Year ended September 30, 2000:
 Reserves and alowances 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

Year ended September 26, 1998:
 Reserves and allowances deducted
  from asset accounts:
   Allowance from doubtful
     accounts        $3,823,000      $  409,000   $ --  $538,000(1) $3,694,000

(1)  Uncollectable accounts written off, net of recoveries.
(2)  The increase in the 1999 reserve accounts is primarily due to an increase
     in sales of prepared foods products, which normally have longer credit
     terms than fresh chicken sales.
</TABLE>

<TABLE>
<CAPTION>
                                EXHIBIT 12
                        PILGIRM'S PRIDE CORPORATION
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                          YEAR ENDED
             September 30, October 2, September 26, September 27, September 28,
                 2000         1999       1998          1997           1996
                             (amounts in thousands, except ratio)
<S>          <C>      <C>  <C>    <C>  <C>     <C>   <C>     <C>  <C>      <C>
EARNINGS
Income before income taxes
 and extraordinary
 charge         $62,786      $90,904     $56,522       $43,824      $     47

Add:  Total fixed charges
 (see below)     29,168       26,706      27,987        27,647        26,788

  Less:  Interest
     Capitalized  3,313        2,032       1,675           502         1,250

  Total
     Earnings   $88,641     $115,578     $82,834       $70,969       $25,585

FIXED CHARGES:

  Interest (1)  $21,712     $ 20,889     $23,239       $23,889       $24,423

Portion of rental expense
  representative of the
  interest
  factor          7,456        5,817       4,748         3,758         3,365

    Total fixed
      charges   $29,168     $ 26,706     $27,987       $27,647       $26,788

Ratio of earnings to
  fixed charges    3.04         4.33        2.96          2.57             -

  Coverage
   deficiency         -            -           -             -       $ 1,203

(1)  Interest includes amortization of capitalized financing fees.
</TABLE>

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. DE C.V.
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

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 30,
2000, except for the second paragraph of Note C, which is dated November 16,
2000, with respect to the consoldiated financial statments and schedule of
Pilgrim's Pride Corporation included in this Annual Report (Form 10-K) for the
year ended September 30, 2000.

ERNST & YOUNG LLP



Dallas, Texas
November 16, 2000