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 28, 2002

                         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]

Indicate by check mark whether the  registrant  is  an  accelerated  filer  (as
defined in Exchange Act Rule 12b-2).  Yes      X       No _____



<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  December  2,  2002,  was  $85,088,774  and  $28,502,342,
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 December 2, 2002.

13,523,429 shares of the Registrant's Class A Common  Stock,  $.01  par  value,
were outstanding as of December 2, 2002.

DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  Registrant's  proxy  statement  for  the  annual  meeting of
stockholders  to  be  held January 29, 2003 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.......................................................24
Item 3. Legal Proceedings................................................29
Item 4. Submission of Matters to a Vote of Security Holders..............31


                                    PART II
Item 5. Market for Registrant's Common Equity and
        Related Stockholder Matters......................................32
Item 6. Selected Financial Data..........................................33
Item 7. Management's Discussion and Analysis of Results of Operations and
        Financial Condition..............................................35
Item 7a.Quantitative and Qualitative Disclosures About Market Risk.......45
        Forward Looking Statements and Risk Factors......................47
Item 8. Financial Statements and Supplementary Data (see Index to Financial
        Statements and Schedules below)..................................55
Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.............................................55


                                   PART III
Item 10.Directors and Executive Officers of Registrant...................56
Item 11.Executive Compensation...........................................56
Item 12.Security Ownership of Certain Beneficial Owners and Management and
        Related Stockholder Matters......................................56
Item 13.Certain Relationships and Related Transactions...................56
Item 14.Controls and Procedures..........................................56

                                    PART IV
Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K..57
Signatures...............................................................63
Certifications...........................................................65

                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Report of Ernst & Young LLP, Independent Auditors........................71
Consolidated Balance Sheets as of September 28, 2002 and
    September 29,2001....................................................72
Consolidated Statements of Income for the years ended September 28, 2002,
    September 29, 2001 and September 30, 2000............................73
Consolidated Statements of Stockholders' Equity for the years ended
    September 28, 2002, September 29, 2001 and September 30, 2000........74
Consolidated Statements of Cash Flows for the years ended
    September 28, 2002, September 29, 2001 and September 30, 2000........75
Notes to Consolidated Financial Statements...............................76
Schedule II - Valuation and Qualifying Accounts for the years ended
    September 28, 2002, September 29, 2001 and September 30, 2000........92


<PAGE>
                                    PART I

ITEM 1. BUSINESS

GENERAL

   Overview and Recent Developments.

   The Company, which was  incorporated  in Texas in 1968 and reincorporated in
Delaware in 1986, is the successor to a partnership founded in 1946 as a retail
feed store.  Over the years, the Company grew  through both internal growth and
various acquisitions of farming operations and chicken  processors.  We are the
second  largest producer of poultry in both the United States  and  Mexico  and
have one  of  the best known brand names in the poultry industry. In the United
States, we produce both prepared and fresh chicken and turkey, while in Mexico,
we exclusively  produce fresh chicken. Through vertical integration, we control
the breeding, hatching  and growing of chickens and turkeys and the processing,
preparation, packaging and sale of our product lines, which we believe has made
us  one of the highest quality,  lowest-cost  producers  of  poultry  in  North
America. We have consistently applied a long-term business strategy of focusing
our growth  efforts  on the higher-value, higher-margin prepared foods products
and  have  become  a  recognized   industry  leader  in  this  market  segment.
Accordingly,  our  sales  efforts  have  traditionally  been  targeted  to  the
foodservice industry, principally chain  restaurants  and  food processors.  We
have   continually   made  investments  to  ensure  that  our  prepared   foods
capabilities remain state-of-the-art  and  have  complemented these investments
with a substantial and successful research and development  effort.  In  fiscal
2002, we sold 2.7 billion pounds of dressed chicken and 374.3 million pounds of
dressed  turkey  and  generated  net  sales of $2.5 billion and Earnings Before
Interest, Taxes, Depreciation and Amortization,  ("EBITDA")  of $103.5 million.
In fiscal 2002, our U.S. operations accounted for 86.5% of our  net sales, with
the remaining 13.5% arising from our Mexico operations.

   On  January  27, 2001, we acquired WLR Foods, Inc. (formerly Nasdaq:  WLRF),
(which is referred to herein as, our Eastern Division) for approximately $239.5
million and the assumption  of approximately $45.5 million of indebtedness. The
acquisition was accounted for  under  the purchase method of accounting and the
purchase price was allocated based on the  estimated  fair  value of assets and
liabilities.  WLR Foods' operations have been included in our financial results
since the acquisition on January 27, 2001.  WLR Foods was the  seventh  largest
poultry company in the United States with $836.9 million of revenue in calendar
year  2000.  The  WLR Foods acquisition provided us with (1) chicken processing
facilities in the eastern United States, where we previously had no facilities,
enabling us to deliver  poultry  products  within one day to markets accounting
for approximately 40% of the U.S. population;  (2) significant opportunities to
realize  synergies between WLR Foods and our pre-existing  chicken  operations;
and (3) diversification  of  our  revenue  stream  into  the  $8 billion turkey
industry,  where we can capitalize on our prepared foods processing  expertise.
Currently, our  Eastern  Division's  chicken sales mix consists mostly of lower
margin fresh chicken products.  However,  we  intend  to  convert  more  of our
Eastern  Division  chicken sales into higher margin, fresh and prepared chicken
products in the years  to  come. By consistent and continued application of our
long-term business strategy  to both our recently acquired Eastern Division and
our existing fresh chicken mix,  we  believe  that our overall product mix will
return to the levels existing prior to the WLR  Foods acquisition in subsequent
years.

   Since the acquisition of WLR Foods, our Eastern  Division, which consists of
the  former  WLR  Foods'  operations,  has  been  affected by  two  significant
unexpected challenges.  First, on March 12, 2002 an  outbreak of low-pathogenic
avian influenza, a disease contagious to turkey, chicken  and  other birds, was
discovered  in  Virginia.   During fiscal 2002, we estimate that our  operating
income was negatively impacted  by  approximately  $26.0  million  due  to  the
negative  impact  of  the  avian  influenza.  As of September 28, 2002, poultry
growers and producers have destroyed  approximately 4.7 million head of poultry
affected as a result of the virus.  Turkeys  represent  approximately  70.0% of
the   destroyed   poultry,  with  chickens  representing  approximately  30.0%.
Approximately one-half  of  the turkeys and approximately three-quarters of the
chickens destroyed by the poultry industry in Virginia belonged to the Company.
No new flocks have tested positive  for  the  presence  of  avian  influenza in
Virginia  since  July  2, 2002.  We currently estimate that production  in  our
turkey operation will be  significantly reduced over the next six months due to
the effects of this viral outbreak.   As  a  result  of  this  lower production
output  in our turkey operation, we anticipate that operating income  from  our
turkey operation  will  decrease  for  the  first  six months of fiscal 2003 by
approximately $8.0 to $14.0 million, when compared to  the  first six months of
fiscal 2002, assuming the outbreak of avian influenza has been  contained.   On
June 19, 2002, U.S. Secretary of Agriculture Ann Veneman proposed to the Office
of  Management  and Budget that the U.S. Department of Agriculture (USDA) cover
one-half of the total  estimated economic loss suffered by the poultry industry
and independent growers  in  Virginia  due  to  the  avian  influenza outbreak.
Secretary  Veneman also recommended that the government of Virginia  cover  the
remaining portion.  It  is  our  understanding  that,  as part of her proposal,
Secretary Veneman is suggesting that independent chicken and turkey growers are
to be fully compensated for their losses first and that  the remainder is to be
allocated to other poultry producers (including us) whose flocks were destroyed
by  the virus.  On November 4, 2002 the Department of Agriculture  made  public
their estimate of total federal compensation at $51 million, with growers being
compensated  $13.9  million  and  owners  being  compensated $37.1 million.  No
assurance can be given as to the amount of federal  compensation  that  we  may
receive  or  that  any  state  agencies  will  in fact provide further economic
assistance to the poultry growers and producers affected by the avian influenza
outbreak in Virginia.  No anticipated recoveries  have  been  recorded by us as
our portion of the compensation has not yet been determined.  In the event that
state  agencies do decide to grant economic assistance to the affected  poultry
growers  and producers, it is impossible at this time to estimate how the state
agencies would  allocate  any  such assistance between affected poultry growers
and producers whose flocks were destroyed by the virus.

   The  second  challenge faced by  our  Eastern  Division  was  the  voluntary
nationwide recall  of  certain  cooked deli products produced at our Franconia,
Pennsylvania facility.  A turkey  pastrami product sample - one sample from one
lot from one day's production, taken  on  August 14, 2002-- tested positive for
Listeria,  prompting us to voluntarily recall  295,000  pounds  of  product  on
October 9, 2002.   According to the Food Safety and Inspection Service, (FSIS),
testing indicated that  the  particular strain of Listeria found in this single
product sample was not the same  as that involved in a Northeastern outbreak of
illnesses and deaths resulting from  listeriosis.   However,  we later received
information  from the USDA suggesting that environmental samples  (not  product
samples) taken at the facility on October 3 and 4, 2002 had tested positive for
both the strain  of  Listeria  which  prompted the August 14, 2002 recall and a
strain having characteristics similar to  those  of  the strain identified in a
Northeastern outbreak.  We immediately, and voluntarily, expanded the recall to
extend to cooked deli products produced from May 1, 2002  through  October  11,
2002.   As  an  additional  precautionary  measure,  we  immediately  suspended
operations at our Franconia facility to redouble our food safety and sanitation
efforts.  No  illnesses  associated  with the Listeria strain in a Northeastern
outbreak have been linked to any of our  products,  and  our Franconia facility
has been reviewed and inspected by the USDA and was reopened  on  November  13,
2002.   The amount of product covered by the recall was approximately 7% of our
annual turkey  production and less than 1% of our total poultry production.  We
carry insurance  designed  to  cover  the  direct  recall  related expenses and
certain aspects of the related business interruption caused  by the recall, and
subject to the insurer's reservation of rights, we have received  a  $4 million
advance payment from our insurer with respect to the product recall claim.  The
Company  believes  that  the  recall  and  its  direct effects will not have  a
material  impact  on  our financial position and results  of  operations  after
considering available insurance  coverage.   However, there will be differences
between the accounting periods in which certain recall effects are realized and
when insurance recoveries are received and there can be no assurances as to the
Company's  ability  to re-establish the products  and  sales  affected  by  the
recall.

Strategy.

   Our objectives are  (1)  to  increase sales, profit margins and earnings and
(2) outpace the growth of, and maintain our leadership position in, the poultry
industry. To achieve these goals,  we  plan to continue to pursue the following
strategies:

    - CAPITALIZE ON ATTRACTIVE U.S. PREPARED  FOODS  MARKET.  We focus our U.S.
      growth initiatives on sales of prepared foods to  the  foodservice market
      because it continues to be one of the fastest growing and most profitable
      segments  in the poultry industry. Products sold to this  market  segment
      require further  processing, which enables us to charge a premium for our
      products,  reduces   the   impact   of   feed  ingredient  costs  on  our
      profitability  and  improves  and stabilizes  our  profit  margins.  Feed
      ingredient costs typically decrease  from  approximately  30-50% of total
      production  cost for fresh chicken products to approximately  16-25%  for
      prepared chicken  products.  Our  sales of prepared chicken products grew
      from $466.8 million in fiscal 1998  to  $848.7  million in fiscal 2002, a
      compounded  annual growth rate of 16.1%. However,  as  a  result  of  the
      acquisition of  WLR  Foods,  whose  operations  were focused primarily on
      fresh  chicken products, these sales decreased as  a  percentage  of  our
      total U.S.  chicken revenues to 51.4% in fiscal 2002 from 61.1% in fiscal
      2000.  By consistent  and continued application of our long-term business
      strategy, we believe that  our  overall  product  mix  will return to the
      levels existing prior to the WLR Foods acquisition in subsequent years.

    - EMPHASIZE  CUSTOMER-DRIVEN  RESEARCH  AND  TECHNOLOGY.  We have  a  long-
      standing  reputation  for  customer-driven research  and  development  in
      designing new products and implementing  advanced  processing technology.
      This enables us to better meet our customers' changing  needs for product
      innovation,  consistent  quality  and  cost  efficiency.  In  particular,
      customer-driven  research  and  development  is  integral  to  our growth
      strategy  for  the  prepared foods market in which customers continue  to
      place  greater importance  on  value-added  services.  Our  research  and
      development personnel often work directly with institutional customers in
      developing  products  for these customers, which we believe helps promote
      long-term relationships.  We estimate that approximately $300 million, or
      27%,  of  our  chicken sales to  foodservice  customers  in  fiscal  2002
      consisted of new products, which were not sold by us in fiscal 1998.

   -  ENHANCE U.S. FRESH  CHICKEN  PROFITABILITY  THROUGH VALUE-ADDED, BRANDED
      PRODUCTS.   Our U.S. fresh chicken sales accounted for $706.8 million, or
      42.9%,  of  our  U.S.  chicken  sales for fiscal 2002.   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  and  to  continually  shift
      portions  of  this  product mix into the higher value and margin prepared
      chicken products, particularly in our Eastern Division. Much of our fresh
      chicken products are sold under the Pilgrim's Pride{reg-trade-mark} brand
      name, which is one of the best known brands in the chicken industry.

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

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

      - centralizing purchasing and other shared services; and

      - upgrading technology where appropriate.

      In  addition,  we  have  a  proven  history  of increasing capacity while
      improving operating efficiencies at acquired properties  both in the U.S.
      and Mexico. As a result, according to industry data, since  1993  we have
      consistently  been  one  of  the  lowest cost producers of chicken in the
      U.S., and we also believe we are one  of  the  lowest  cost  producers of
      chicken in Mexico.

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

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

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

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

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

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

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

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

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

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

   -  CAPITALIZE ON EXPORT OPPORTUNITIES.   We  intend  to continue to focus on
      international opportunities to complement our U.S. poultry operations and
      capitalize  on  attractive export markets. According  to  the  USDA,  the
      export of U.S. poultry products has grown 26.7% for chicken and decreased
      19.5% for turkey  from  1997  through 2001.  We believe that U.S. poultry
      exports will  grow as worldwide demand increases for high-grade, low-cost
      protein sources. According to USDA data, the export market is expected to
      grow at 11.1% and 8.9% for chicken and turkey, respectively, from 2001 to
      2006. Historically, we have targeted  international  markets  to generate
      additional  demand  for  our  chicken  and  turkey dark meat, which is  a
      natural  by-product  of our U.S. operations given  our  concentration  on
      prepared foods products  and  the  U.S. customers' general preference for
      white meat. As part of this initiative,  we  have  created  a significant
      international   distribution  network  into  several  markets,  including
      Mexico, which we  now  utilize  not  only for dark meat distribution, but
      also for various higher margin prepared foods and other poultry products.
      We utilize both a direct international  sales  force  and export brokers.
      Our  key  international  markets  include Canada, Mexico, Eastern  Europe
      including Russia, and the Far East.  We  believe that we have substantial
      opportunities to expand our sales to these  markets  by  capitalizing  on
      direct  international  distribution channels supplemented by our existing
      export  broker  relationships.  Exports  and  other  chicken  and  turkey
      products accounted  for  approximately  5.5%  of  our net sales in fiscal
      2002.

   Products and Markets.

   Our chicken products consist primarily of:

   (1)   Prepared  chicken  products,  which  are  products  such  as  portion-
   controlled  breast  fillets, tenderloins and strips, delicatessen  products,
   salads, formed nuggets and patties and bone-in chicken parts. These products
   are sold either refrigerated  or  frozen  and may be fully cooked, partially
   cooked or raw. In addition, these products  are  breaded  or non-breaded and
   either pre-marinated or non-marinated.  Effective November  13, 2002, we are
   no   longer  producing  frankfurters  although  we  continue  to  distribute
   frankfurters processed by others.

   (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 chicken products, which are primarily  parts and whole
   chicken, either refrigerated or frozen for U.S. export or domestic use, and
   chicken prepared foods products for U.S. exports.

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

   Our turkey products consist primarily of:

   (1) Prepared turkey products,  which  are  products such as turkey sausages,
   ground turkey, turkey hams and roasts, ground turkey breast products, salads
   and  flavored  turkey  burgers. We also have an  array  of  cooked,  further
   processed deli products.   Effective  November  13,  2002,  we are no longer
   producing  frankfurters  although  we  continue  to  distribute frankfurters
   processed by others.

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

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

   Our chicken and turkey products are sold primarily to:

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

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

   The following table sets forth, for the periods since fiscal 1998, net sales
attributable to each of our primary product lines and markets served with those
products. Consistent  with  our long-term strategy, we have emphasized our U.S.
growth  initiatives on sales of  prepared  foods  products,  primarily  to  the
foodservice  market,  because  this product and market segment has experienced,
and we believe will continue to  experience,  greater growth than fresh chicken
products.  We  based  the  table  on  our  internal  sales  reports  and  their
classification of product types and customers.

<TABLE>
<CAPTION>
                                                        Fiscal Year Ended
<S>                <C>       <C>    <C>   <C>  <C>   <C>   <C>  <C>  <C> <C>   <C>
                              Sept. 28,   Sept. 29,  Sept. 30,   Oct. 2,  Sept. 26,
                                2002        2001(a)     2000      1999      1998
                             (52 weeks)  (52 weeks)  (52 weeks)(53 weeks)(52 weeks)

U.S. CHICKEN SALES:                             (in thousands)
   Prepared Foods:
      Foodservice             $659,856    $632,075   $589,395  $527,732  $418,160
      Retail                   158,299     103,202     47,655    28,079    46,335
         Total
           Prepared Foods(b)   818,155     735,277    637,050   555,811   464,495

   Fresh Chicken:
      Foodservice              448,376     387,624    202,192   205,968   220,804
      Retail                   258,424     224,693    148,977   163,387   162,283
         Total
           Fresh Chicken(b)    706,800     612,317    351,169   369,355   383,087

   Export and Other:
      Prepared Foods(b)         30,528      18,912      4,595     1,030     2,301
      Other Chicken             93,575     105,834     57,573    37,300    64,469
         Total Export
            and Other          124,103     124,746     62,168    38,330    66,770
         Total
            U.S. Chicken(b)  1,649,058   1,472,340  1,050,387   963,496   914,352

MEXICO CHICKEN SALES(c):       323,769     303,433    285,605   233,074   249,104
   Total Chicken Sales       1,972,827   1,775,773  1,335,992 1,196,570 1,163,456

U.S. TURKEY SALES:
   Prepared Foods(d):
      Foodservice              134,651      88,012         --        --        --
      Retail                    54,638      48,681         --        --        --
         Total Prepared Foods  189,289     136,693         --        --        --

   Fresh Turkey(d):
      Foodservice               36,119      18,618         --        --        --
      Retail                   107,582      71,647         --        --        --
         Total Fresh Turkey    143,701      90,265         --        --        --

   Export and Other(d):
      Prepared Foods             2,858       2,434         --        --        --
      Other Turkey              12,270       9,443         --        --        --
         Total Export
            and Other           15,128      11,877         --        --        --
         Total U.S.
            Turkey Sales       348,118     238,835         --        --        --
SALES OF OTHER PRODUCTS:
   United States               193,691     179,859    141,690   139,407   139,106
   Mexico(c)                    19,082      20,245     21,757    21,426    28,983
      Total Sales of
         Other Products        212,773     200,104    163,447   160,833   168,089

      Total Net Sales       $2,533,718  $2,214,712 $1,499,439$1,357,403$1,331,545

   Total Chicken
         Prepared Foods        848,683     754,189    641,645   556,841   466,796
   Total Turkey
         Prepared Foods        192,147     139,127         --        --        --
</TABLE>

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

(b)In 2002 the Company identified certain products that were more properly
   classified  in other categories and as a result, certain items previously
   classified under U.S. prepared foods and U.S. fresh chicken were reclassified
   into  U.S.  chicken  export  and other  categories.   Amounts  by  year were:
   $18.6 million, $19.1 million, $4.7 million, $1.1 million, and $2.3 million for
   the fiscal years 2002 to 1998, respectively.

(c)In order to present additional classifications, items  previously  classified
   as Mexico chicken sales and were reclassified to exportand other products,
   Amounts reclassified were:  $19.1 million, $20.2 million,  $21.8  million,
   $21.4  million  and  $29.0 million for the years 2002 to 1998, respectively.

(d)In  2002 the Company identified certain products that were more properly
   classified in other categories and as a result, certain items previously
   classified under U.S. turkey prepared foods and U.S. fresh    turkey were
   reclassified into the U.S. export and other categories.  Net amounts
   reclassified to U.S. export and other were:  $2.1 million in 2002 and $0.4
   million in 2001.

</TABLE>

   The  following  table  sets  forth, since fiscal 1998, the percentage of net
U.S. chicken and turkey sales attributable to each of our primary product lines
and the markets serviced with those  products.  We  based the table and related
discussion  on our internal sales reports and their classification  of  product
types and customers.

<TABLE>
<CAPTION>
                                                Fiscal Year Ended
<S>                              <C>   <C>  <C>   <C>  <C>  <C>   <C> <C> <C>  <C>
                                 Sept. 28,  Sept. 29,  Sept. 30,  Oct. 2, Sept. 26,
                                   2002      2001        2000      1999    1998
U.S. CHICKEN SALES:
  Prepared Foods:
   Foodservice                     39.9%     42.9%      56.2%     54.7%   45.7%
   Retail                           9.6       7.0        4.5       2.9     5.1
     Total Prepared Foods          49.5      49.9       60.7      57.6    50.8

  Fresh Chicken:
   Foodservice                     27.2      26.3       19.2      21.4    24.1
   Retail                          15.7      15.3       14.2      17.0    17.7
         Total Fresh Chicken       42.9      41.6       33.4      38.4    41.8


   Export and Other:
      Prepared Foods                1.9       1.3        0.4       0.1     0.3
      Other Chicken                 5.7       7.2        5.5       3.9     7.1
         Total Export and Other     7.6       8.5        5.9       4.0     7.4
         Total U.S. Chicken       100.0%    100.0%     100.0%    100.0%  100.0%
Total Chicken Prepared Foods as
     a percentage of US Chicken    51.4%     51.2%      61.1%     57.7%   51.1%

U.S. TURKEY SALES:
  Prepared Foods:
   Foodservice                     38.7%     36.8%        --        --      --
   Retail                          15.7      20.4         --        --      --
     Total Prepared Foods          54.4      57.2         --        --      --

  Fresh Turkey:
   Foodservice                     10.4       7.8         --        --      --
   Retail                          30.9      30.0         --        --      --
         Total Fresh Turkey        41.3      37.8         --        --      --

   Export and Other:
      Prepared Foods                0.8       1.0         --        --      --
      Other Turkey                  3.5       4.0         --        --      --
         Total Export and Other     4.3       5.0         --        --      --
Total U.S. Turkey                 100.0%    100.0%        --        --      --
Total Turkey Prepared Foods as
     a percentage of US Turkey     55.2%     58.2%        --        --      --
</TABLE>

                                 UNITED STATES

PRODUCT TYPES

   Chicken Products

     PREPARED FOODS OVERVIEW.  During fiscal 2002, $848.7 million, or 51.4%, of
our U.S. chicken  net  sales  were  in  prepared  foods products to foodservice
customers  and  retail distributors, as compared to $466.8  million  in  fiscal
1998. These numbers  reflect the strategic focus for our growth. The market for
prepared chicken products  has  experienced,  and  we  believe will continue to
experience, greater growth, higher average sales prices and higher margins than
fresh chicken products. Also, the production and sale in  the  U.S. of prepared
foods  products  reduce  the  impact  of the costs of feed ingredients  on  our
profitability. Feed ingredient costs are  the  single  largest component of our
chicken cost of goods sold, representing approximately 30%  of our U.S. cost of
goods  sold  for  the  year  ended September 28, 2002. The production  of  feed
ingredients is positively or negatively  affected primarily by weather patterns
throughout the world, the global level of  supply  inventories  and  demand for
feed  ingredients,  and  the  agricultural  policies  of  the United States and
foreign governments. As further processing is performed, feed  ingredient costs
become  a  decreasing percentage of a product's total production cost,  thereby
reducing their  impact  on our profitability. Products sold in this form enable
us to charge a premium, reduce  the  impact  of  feed  ingredient  costs on our
profitability and improve and stabilize our profit margins.

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

     FRESH CHICKEN OVERVIEW.   Our  fresh  chicken  business  is  an  important
component of our sales and accounted for $706.8 million, or 42.9%, of our total
U.S.  chicken  net sales for fiscal 2002.  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
and to continually shift portions of this product mix into the higher value and
margin prepared chicken products, particularly in our Eastern Division.

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

     EXPORT AND OTHER CHICKEN PRODUCTS OVERVIEW.  Our export and other products
consist of whole chickens and chicken parts sold primarily in bulk, non-branded
form either refrigerated to distributors in the U.S. or frozen for distribution
to  export  markets  and  branded  and non-branded prepared foods products  for
distribution to export markets. In fiscal  2002,  approximately $124.1 million,
or 7.6% of our U.S. chicken net sales were attributable  to U.S. chicken export
and  other.  These  exports and other products, other than the  prepared  foods
products, have historically  been  characterized  by  lower  prices and greater
price volatility than our more value-added product lines.

   Turkey Products

   Since March 2002, our sales of turkey products have been negatively impacted
by  an  outbreak of low-pathogenic avian influenza in Virginia in  March  2002,
that resulted  in the destruction of a significant number of our turkey flocks.
See further discussion  in  Item  7  Management's  Discussion  and  Analysis of
Results of Operations and Financial Condition.

   PREPARED FOODS OVERVIEW.  During fiscal 2002, $192.1 million, or 55.2%, of
our  U.S.  turkey  net  sales were prepared turkey products sold to foodservice
customers and retail distributors.  Like  the  U.S. chicken markets, the market
for prepared turkey products has experienced greater  growth and higher margins
than  fresh  turkey  products and the production and sale  of  prepared  turkey
products  reduce  the  impact   of   the  costs  of  feed  ingredients  on  our
profitability. Feed ingredient costs are  the  single  largest component of our
turkey  division cost of goods sold, representing approximately  30.0%  of  our
turkey cost  of goods sold in fiscal 2002. Similarly with the chicken business,
as further processing  is  performed, feed ingredient costs become a decreasing
percentage of a product's total  production cost, thereby reducing their impact
on our profitability.

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

      FRESH  TURKEY  OVERVIEW.  Our  fresh  turkey  business  is  an  important
component of our sales  and accounted for $143.7 million, or 41.3%, of our U.S.
turkey net sales in fiscal  2002. As is typical for the industry, a significant
portion of the sales of fresh  and  frozen whole turkeys is seasonal in nature,
with  the  height  of sales occurring during  the  Thanksgiving  and  Christmas
holidays. In addition  to maintaining sales of mature, traditional fresh turkey
products, our strategy is  to  shift  the  mix  of our fresh turkey products by
continuing  to  increase  sales  of higher margin, faster  growing  value-added
prepared turkey products, such as deli meats, ground turkey, turkey burgers and
sausage, roasted turkey and salads.

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

     EXPORT AND OTHER TURKEY PRODUCTS OVERVIEW.   Our  export  and other turkey
products consist primarily of turkey parts sold primarily in bulk,  non-branded
form  frozen  for  distribution  to  export markets and refrigerated and frozen
frankfurters  sold  in  a branded form. In  fiscal  2002,  approximately  $15.1
million, or 4.3%, of our  total  U.S.  turkey sales were attributable to export
and  other  sales.  These exports and other  products  have  historically  been
characterized by lower prices and greater price volatility than our more value-
added product lines.   Effective  November 13, 2002, we are no longer producing
frankfurters,  although we continue  to  distribute  frankfurters  produced  by
others.

MARKETS FOR CHICKEN PRODUCTS

     FOODSERVICE.   The  majority  of  our  U.S. chicken sales are derived from
products sold to the foodservice market. This  market  principally  consists of
chain  restaurants,  food  processors  and  certain  other institutions located
throughout the continental United States.  We supply chicken  products  ranging
from  portion-controlled refrigerated chicken parts to fully cooked and frozen,
breaded or non-breaded chicken parts or formed products.

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

     We believe we have significant competitive strengths in terms of full-line
product  capabilities,   high-volume   production   capacities,   research  and
development  expertise  and  extensive  distribution  and  marketing experience
relative  to  smaller  and  to non-vertically integrated producers.  While  the
overall chicken market has grown  consistently, we believe the majority of this
growth in recent years has been in  the  foodservice  market.  According to the
National Chicken Council, during the 1997 through 2001 period, sales of chicken
products to the foodservice market grew at a compounded annual growth  rate  of
approximately  2.3%,  versus  1.2%  growth  for  the  chicken industry overall.
Foodservice   growth   is   anticipated   to  continue  as  food-away-from-home
expenditures  continue  to outpace overall industry  rates.  According  to  the
National Restaurant Association,  food-away-from-home  expenditures  grew  at a
compounded  annual  growth  rate  of approximately 5.0% during the 1997 through
2001 period and are projected to grow  at  a 4.4% compounded annual growth rate
from  2001  through  2010.  As  a result, the food-away-from-home  category  is
projected by the National Restaurant  Association  to  account for 53% of total
food  expenditures  by 2010, as compared with 46% in 2001.  Our  sales  to  the
foodservice market from  fiscal  1998  through fiscal 2002 grew at a compounded
annual growth rate of 14.8% and represented  67.2% of the net sales of our U.S.
chicken operations in fiscal 2002.

      Foodservice  -  Prepared  Foods.   The  majority  of  our  sales  to  the
foodservice  market consist of prepared foods products.  Our  prepared  chicken
products sales  to  the  foodservice  market were $659.9 million in fiscal 2002
compared to $418.2 million in fiscal 1998,  a  compounded annual growth rate of
approximately 12.1%.  We attribute this growth in  sales  of  prepared  chicken
products to the foodservice market to a number of factors:

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

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

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

     - We are vertically integrated,  giving  us  control  over  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
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  $300  million,  or  27%,  of  our  chicken  sales to
foodservice  customers in fiscal 2002 consisted of new products which were  not
sold by us in fiscal 1998.

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

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

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

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

      Retail  - Prepared  Foods.   We  sell  retail-oriented  prepared  chicken
products  primarily   to  grocery  store  chains  located  in  the  midwestern,
southwestern, western and,  eastern  regions  of  the U.S. Our prepared chicken
products sales to the retail market were $158.3 million in fiscal 2002 compared
to  $46.3  million  in  fiscal  1998,  a  compounded  annual   growth  rate  of
approximately  36.0%.  We believe that our growth in this market  segment  will
continue as retailers  concentrate  on  offering more products which are quick,
easy and convenient to prepare at home.

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

     EXPORT AND OTHER CHICKEN PRODUCTS.  Our export and other chicken products,
other than the prepared foods  products,  consist of whole chickens and chicken
parts  sold  primarily  in  bulk,  non-branded  form   either  refrigerated  to
distributors in the U.S. or frozen for distribution to export  markets.  In the
U.S., prices of these products are negotiated daily or weekly and are generally
related  to  market  prices  quoted by the USDA or other public price reporting
services. We also sell U.S.-produced  chicken  products  for  export to Canada,
Mexico, Eastern Europe--including Russia, the Far East and other world markets.
On  March 10, 2002 Russia announced it was imposing a ban on the  importing  of
U.S.  poultry  products.  Russia  accounted  for  approximately 35% of all U.S.
poultry  exports  in  2001,  or  approximately 7% of  the  total  U.S.  poultry
production.  On April 10, 2002 Russia  announced the lifting of the import ban.
However, U.S. markets continue to be affected  as  Russia continues to restrict
the  import  of  U.S.  poultry products.  On September 15,  2002  new  sanitary
guidelines were established by Russia that requires veterinary specialists from
the Agriculture Ministry  of  Russia  to  inspect  and  certify  plants of U.S.
poultry   producers   interested  in  exporting  to  Russia.   We  expect  this
certification process to  be  completed  in  calendar  2002 and expect that the
industry will resume exporting these products into Russia  shortly  thereafter;
however, once exports  resume, there is no assurance that they will regain  the
levels  existing  prior  to  the  March  10,  2002  ban.  Historically, we have
targeted international markets to generate additional  demand  for  our chicken
dark  meat,  which  is  a  natural by-product of our U.S. operations given  our
concentration  on prepared foods  products  and  the  U.S.  customers'  general
preference for white meat. We have also begun selling prepared chicken products
for  export  to the  international  divisions  of  our  U.S.  chain  restaurant
customers. We  believe  that  U.S.  chicken  exports  will  continue to grow as
worldwide demand increases for high-grade, low-cost protein sources.   We  also
believe  that  worldwide  demand for higher margin prepared foods products will
increase over the next several  years.  Accordingly,  we  believe  we  are well
positioned to capitalize on such growth.  Also included in these categories are
chicken  by-products,  which are converted into protein products sold primarily
to manufacturers of pet foods.

MARKETS FOR TURKEY PRODUCTS

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

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

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

      Foodservice - Prepared Foods.  The majority of our turkey  sales  to  the
foodservice  market  consist  of  prepared turkey products. Our prepared turkey
sales to the foodservice market were  $134.7  million  of  our  sales in fiscal
2002. We believe that future growth in this segment will be attributable to the
factors described above relating to the growth of prepared chicken sales to the
foodservice market.

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

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

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

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

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

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

MARKETS FOR OTHER U.S. PRODUCTS

     We market fresh eggs under the Pilgrim's Pride{reg-trade-mark} brand name,
as well as under 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 2.2 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 58.6% of the total  number  of  egg
laying hens  in  service  during 2001. We compete with other U.S. egg producers
primarily on the basis of product  quality,  reliability,  price  and  customer
service.

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

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

                                    MEXICO

BACKGROUND

      The Mexican market represented approximately 13.5% of our  net  sales  in
fiscal  2002.  Recognizing favorable long-term demographic trends and improving
economic conditions  in  Mexico, in the 1980's 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.  Since  this  original  acquisition,  we  have  made subsequent
acquisitions  and  capital  expenditures in Mexico to modernize our  production
technology, improve our distribution  network  and  expand  our  operations. In
addition,  we have transferred experienced management personnel from  the  U.S.
and  developed   a   strong  local  management  team.  As  a  result  of  these
expenditures, we have  increased weekly production in our Mexican operations by
over 400% since our original  investment  in fiscal 1988. We are now the second
largest producer of chicken in Mexico. We believe that 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 lower
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.  Other products sold by us  in  Mexico  include commercial
feed, vaccines and other agricultural products.

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 22
million,  to  Saltillo,  the capital of the State of Coahuila, about 500  miles
north of Mexico City, and  from  Tampico  and Veracruz 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, and Cancun  on  the
Caribbean.

     In Mexico, where product differentiation  has  traditionally been limited,
product  quality,  service  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.  On  November
21,2002 the Mexican Secretariat of the Economy announced that it would initiate
an investigation to determine whether a temporary safeguard action is warranted
to protect  the  domestic  poultry  industry when import tariffs on poultry are
eliminated  in  January 2003. The action  stems  from  concerns  of  the  Union
Nacional Avicultores (UNA)  that duty-free imports of leg quarters would injure
the Mexico poultry industry. A suggested safeguard by the UNA is to establish a
tariff rate for chicken  leg  quarters at the 2001 tariff level of 98.8% of the
sales price for a period of three to five years.

       While  the  extent  of the impact  of  the  elimination  of  tariffs  is
uncertain,  we  believe  we  are  uniquely  positioned  to  benefit  from  this
elimination.  We  have  an extensive  distribution  network  in  Mexico,  which
distributes products to 26 of the 32 Mexican states, encompassing approximately
85% of the total population of Mexico. Our distribution network is comprised of
eighteen  distribution  centers   utilizing   approximately  126  company-owned
vehicles. We believe this distribution network  will  be  an important asset in
distributing our own, as well as other companies', U.S.-produced  chicken  into
Mexico.

COMPETITION

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

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

     In Mexico, where product differentiation has traditionally  been  limited,
product  quality,  service  and  price  have been the most critical competitive
factors. The North American Free Trade Agreement,  which  went  into  effect on
January 1, 1994, requires annual reductions in tariffs for chicken and  chicken
products  in  order  to  eliminate  those  tariffs  by January 1, 2003. As such
tariffs are reduced, we expect greater amounts of chicken  to  be imported into
Mexico  from  the  U.S.,  which  could  negatively affect the profitability  of
Mexican  chicken producers and positively  affect  the  profitability  of  U.S.
exporters  of  chicken to Mexico.  On November 21, 2002 the Mexican Secretariat
of the Economy announced  that  it would initiate an investigation to determine
whether a temporary safeguard action  is  warranted  to  protect  the  domestic
poultry industry when import tariffs on poultry are eliminated in January 2003.
The  action  stems from concerns of the Union Nacional Avicultores (UNA)   that
duty-free imports  of  leg quarters would injure the Mexico poultry industry. A
suggested safeguard by the  UNA  is  to establish a tariff rate for chicken leg
quarters at the 2001 tariff level of 98.8%  of  the sales price for a period of
three to five years.

     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 26 of the 32 Mexican states, encompassing approximately
85% of the total population  of  Mexico.  We  believe this distribution network
will  be  an  important  asset  in  distributing our  own,  as  well  as  other
companies', U.S.-produced chicken into Mexico. Second, we have the largest U.S.
production and distribution capacities  near  the  Mexican  border,  which will
provide  us  with cost advantages in exporting U.S. chicken into Mexico.  These
facilities include  our  processing  facilities  in  Mt.  Pleasant,  Pittsburg,
Lufkin, Nacogdoches, Dallas and Waco, Texas, and distribution facilities in San
Antonio and El Paso, Texas and Phoenix, Arizona.

OTHER ACTIVITIES

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

REGULATION AND ENVIRONMENTAL MATTERS

     The chicken and turkey industries are subject  to  government  regulation,
particularly  in  the  health  and  environmental  areas,  including provisions
relating to the discharge of materials into the environment, by the Centers for
Disease  Control,  the  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.  We believe that we
are in substantial compliance with all applicable laws and regulations relating
to the operations of our facilities.

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


EMPLOYEES AND LABOR RELATIONS

     As of September 28, 2002, we employed approximately 20,200 persons  in the
U.S.  and  4,600 persons in Mexico. Approximately 2,850 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  expired  on August 10, 2001 with
respect  to  our Lufkin employees, where we are currently operating  without  a
contract, and expire in October 2004 with respect to our Nacogdoches employees.
Our Lufkin employees  voted  in  July  2002  to  retain  union  representation.
However, the election results have not yet been certified; objections are still
pending  and  are  being  reviewed  by the National Labor Relations Board.   We
believe that the terms of the Nacogdoches  agreement are no more favorable than
those provided to our non-union U.S. employees.  In  Mexico, most of our hourly
employees  are  covered  by  collective  bargaining  agreements,  as  are  most
employees in Mexico. We have not experienced any work  stoppage since a two-day
work stoppage, with no significant operation disruption, at our Lufkin facility
in May 1993. We believe our relations with our employees are satisfactory.

EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
            NAME             AGE          POSITIONS
<S>                       <C> <C>         <C> <C>
Lonnie "Bo" Pilgrim..........74           Chairman of the Board
Clifford E. Butler...........60           Vice Chairman of the Board
David Van Hoose(1)...........61           Chief Executive Officer and Director
O.B. Goolsby, Jr.............55           President and Chief Operating Officer
Richard A. Cogdill...........42           Executive Vice President,
                                          Chief Financial Officer,
                                          Secretary, Treasurer and Director
</TABLE>
________________________________________________________________________
(1)   On November  11,  2002, the Company announced the retirement of David Van
      Hoose as Chief Executive  Officer  of  the  Company,  effective March 29,
      2003.   During  the  transition  and until a replacement Chief  Executive
      Officer is appointed, certain of Mr. Van Hoose's duties have been assumed
      by  Lonnie "Bo" Pilgrim, who served  as  the  Company's  Chief  Executive
      Officer until Mr. Van Hoose was promoted to the position in June 1998.

   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 and continues to serve as Vice Chairman of the Board.

   David  Van  Hoose  serves  as Chief 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.  Mr. Van Hoose retired as
President and Chief Operating Officer in November 2002,  and  he will retire as
Chief Executive Officer of the Company in March 2003.

   O.B.  Goolsby,  Jr.  serves  as  President  and  Chief Operating Officer  of
Pilgrim's Pride.  Prior to being named as President and Chief Operating Officer
in  November  2002,  Mr. Goolsby served as Executive Vice  President,  Prepared
Foods Complexes from June  1998 to November 2002. He was previously Senior Vice
President, Prepared Foods Operations  from  August  1992  to June 1998 and Vice
President,  Prepared Foods Operations from April 1986 to August  1992  and  was
previously employed by us from November 1969 to January 1981.

   Richard A.  Cogdill  has served as Executive Vice President, Chief Financial
Officer, Secretary and Treasurer  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.

ITEM 2.  PROPERTIES

Chicken Operations

     Breeding and Hatching

     We supply all of our chicks in the U.S. by producing our own hatching eggs
from domestic breeder flocks in the U.S.  These  flocks  are  owned  by us, and
approximately  13.1% of them are maintained on 42 company-owned breeder  farms.
In the U.S., we currently own or contract for approximately 15.0 million square
feet of breeder  housing  on approximately 429 breeder farms. In Mexico, all of
our breeder flocks are maintained on company-owned farms totaling approximately
4.1 million square feet.

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

     Grow-out

      We  place our U.S. grown chicks on approximately 1,560 contract  grow-out
farms located  in  Texas, Arkansas, Virginia, West Virginia, North Carolina and
Oklahoma, some of which  are  owned  by our affiliates. These contract grow-out
farms  contain  approximately  5,818 chicken  houses  with  approximately  81.0
million square feet of growing facilities.  Additionally,  we  own  and operate
grow-out  farms  containing approximately 390 chicken houses with approximately
4.4 million square  feet  of  growing facilities in the U.S., which account for
approximately 5.2% 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 produced under an incentive
arrangement. In Mexico, we place our grown  chicks  on  contract grow-out farms
containing  approximately  756  chicken houses with approximately  9.7  million
square feet of growing facilities.  Additionally,  we  own and operate grow-out
farms  containing  approximately  648  chicken  houses with approximately  10.4
million  square  feet  of  growing  facilities  in Mexico,  which  account  for
approximately 52.0% of our total annual Mexican chicken  capacity. Arrangements
with  independent  farmers  in  Mexico  are  similar  to our arrangements  with
contractors in the United States. The average grow-out cycle of our chickens is
six to seven weeks.

     Feed Mills

     An important factor in the production of chicken is the rate at which feed
is  converted  into body weight. The quality and composition  of  the  feed  is
critical to the  conversion rate. Accordingly, we formulate and produce our own
feed. We purchase  feed  ingredients  on  the  open  market.  The  primary feed
ingredients include corn, milo and soybean meal, which historically  have  been
the  largest  component  of our total production costs. In the U.S., we operate
nine feed mills located in  Nacogdoches, Tenaha and Pittsburg, Texas, Nashville
and Hope, Arkansas, Broadway, Virginia, Wingate, North Carolina and Moorefield,
West Virginia. In the U.S., we  currently  have  annual  feed  requirements  of
approximately  3.4  million  tons and the capacity to produce approximately 6.1
million tons. We own four feed  mills  in  Mexico,  which  produce  all  of the
requirements  of  our  Mexico operations. Mexico's annual feed requirements are
approximately 0.7 million  tons  with  a  capacity to produce approximately 1.0
million tons. In fiscal 2002, approximately 67% of the feed ingredients used by
us  in  Mexico  were  imported  from the United  States,  but  this  percentage
fluctuates  based  on  the availability  and  cost  of  local  feed  ingredient
supplies.

     Processing

     Once the chickens reach  processing  weight, they are transported by truck
to  our  processing  plants.  These  plants utilize  modern,  highly  automated
equipment  to  process and package the chickens.  We  periodically  review  the
possible application  of  new  processing  technologies  in  order  to  enhance
productivity  and  reduce  costs.  We  have nine U.S. processing plants, two of
which  are located in Mt. Pleasant, Texas,  and  the  remainder  of  which  are
located  in Dallas, Nacogdoches and Lufkin, Texas, DeQueen, Arkansas, Broadway,
Virginia,  Marshville,  North  Carolina  and  Moorefield,  West Virginia. These
processing plants have the capacity, under present USDA inspection  procedures,
to  slaughter  approximately 12.5 million head of chicken per week, assuming  a
five-day work week.   The  Company's  plant  in  Alma, Virginia, which had been
acquired in the acquisition of WLR Foods, was closed  during  fiscal 2002, with
the production from the Alma plant being consolidated with the  Company's other
processing  plants in the area. Our three processing plants located  in  Mexico
have the capacity  to  slaughter  approximately 3.3 million head of chicken per
week, assuming a six-day work week, which is typical in Mexico.

 Turkey Operations

     Breeding and Hatching

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

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

     Grow-out

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

     Feed Mills

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

     Processing

     Once the poults reach processing weight, they  are transported by truck to
our processing plants. These plants utilize modern, highly  automated equipment
to  process  and  package  the  turkeys.  We  periodically review the  possible
application of new processing technologies in order to enhance productivity and
reduce costs. Our two turkey processing plants, located in Hinton, Virginia and
New  Oxford,  Pennsylvania, have the capacity, under  present  USDA  inspection
procedures, to process approximately 450,000 turkeys per week, assuming a five-
day work week.  The  Company  closed  its  Harrisonburg  Plant,  which had been
acquired  in  the  acquisition  of  WLR  Foods,  at the end of fiscal 2002  and
consolidated all production from this plant to the Company's Hinton facility.

Prepared Foods Operations

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

     Our largest prepared foods plant is located in Mt. Pleasant, Texas and was
constructed  in 1986 and has been expanded significantly since that time.  This
facility includes  281,000  square feet and employs approximately 2,300 people.
This facility has de-boning lines, marinating systems, batter/breading systems,
fryers, ovens, both mechanical  and  cryogenic freezers, a variety of packaging
systems and cold storage including four  fully-cooked lines and three ready-to-
cook/par-frying/Individually  Quick  Frozen   ("IQF")  lines  and  one  batter-
breaded/IQF  line  and eight spiral freezers. This  facility  has  capacity  to
produce approximately  350 million pounds of further processed product annually
based on current production  mix and is currently operating at 80% of capacity.
We measure our operating capacity  of our prepared foods plants on the basis of
running two shifts per day, six days per week.

     Our Waco, Texas prepared foods plant was purchased in 1999 and expanded in
fiscal  2000 and again in fiscal 2001. It is functionally equivalent to the Mt.
Pleasant plant and includes 150,146  square  feet and employs approximately 700
people. This state of the art facility has marinating  systems, batter/breading
systems, fryers, ovens, both mechanical and cryogenic freezers,  a  variety  of
packaging  systems  and  cold  storage including two fully-cooked lines and two
ready-to-cook lines and four spiral  freezers.  This  facility  has capacity to
produce approximately 270 million pounds of further processed product  annually
based on current production mix and is currently operating at approximately 60%
of capacity.

      Our  Franconia, Pennsylvania prepared foods plant was acquired in January
2001 and further  processes  chicken  and  turkey products, including grinding,
marinating,  spicing and cooking, producing premium  delicatessen,  foodservice
and retail products,  including roast turkey and salads. This facility includes
approximately 170,000 square  feet  and  employs  approximately 775 people. Our
Franconia facility employs the batching system of production  as opposed to the
line-production  system used in our other plants. This plant has  approximately
95 million annual pounds of oven capacity and 17 million annual pounds of salad
capacity for a total  capacity  of  approximately 112 million pounds of further
processed  product  annually based on current  product  mix  and  is  currently
operating at approximately  80%  of  capacity.   See  Item 1. Business-General-
Overview and Recent Developments for a discussion of the  recent events at this
facility.

      Our  Dallas,  Texas  prepared  foods plant was constructed  in  1999  and
includes 84,000 square feet and employs approximately 900 people. This facility
has de-boning and portioning capability,  marinating  systems,  batter/breading
and  frying systems and IQF capabilities. This plant is currently  running  one
par-frying  line  and one IQF production line, each with a spiral freezer. This
facility has the capacity  to  produce  approximately  105  million  pounds  of
further  processed  product  annually  based  on  current  product  mix  and is
currently operating at approximately 70% of capacity.

      Our  Nacogdoches,  Texas  prepared  foods plant was constructed in fiscal
2001.  It is functionally equivalent to our  Dallas, Texas prepared foods plant
and includes 115,465 square feet and employs approximately  1,850  people. This
facility   has   de-boning   and  portioning  capability,  marinating  systems,
batter/breading  and  frying  systems  and  IQF  capabilities.  This  plant  is
currently running one par-frying  line  with a spiral freezer and two IQF lines
each with a spiral freezer with capability  of  making  them  par-fry  lines as
sales  dictate.  This facility has capacity to produce approximately 80 million
pounds of further  processed  product annually based on current product mix and
is currently operating at approximately 90% of capacity.

  Egg Production

     We produce table eggs at three  farms  near  Pittsburg, Texas. One farm is
owned by us, while two farms are leased from 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
2.2 million producing hens and  are currently housing approximately 1.9 million
hens.

  Other Facilities and Information

     We operate three rendering plants  that  convert  by-products into protein
products,  located in Mt. Pleasant, Texas, Broadway, Virginia  and  Moorefield,
West Virginia.  These  rendering  plants  currently  process  by-products  from
approximately 13.1 million chickens and 0.6 million turkeys weekly into protein
products.  These  products are used in the manufacture of poultry and livestock
feed  and  pet foods.  In  April  2002,  we  completed  a  partially  automated
distribution  freezer  located  outside  of  Pittsburg,  Texas,  which includes
125,000 square feet of storage area.  We operate a commercial feed  mill in Mt.
Pleasant, Texas, which produces various bulk and sacked livestock feed  sold to
area  dairies,  ranches  and  farms.  We  also  operate  a feed supply store in
Pittsburg,  Texas,  from which we sell various bulk and sacked  livestock  feed
products, a majority  of  which is produced in our Mt. Pleasant commercial feed
mill. We own an office building in Pittsburg, Texas, which houses our executive
offices, and an office building  outside  of Pittsburg, Texas, which houses our
Logistics and Customer Service offices, an  office  building  in  Mexico  City,
which houses our Mexican marketing offices, and an office building in Broadway,
Virginia,  which  houses our Eastern Division sales and marketing, research and
development, and Eastern Division support activities.

     Substantially  all of our U.S. property, plant and equipment, except those
in our turkey segment, are pledged as collateral on our secured debt.

ITEM 3.  LEGAL PROCEEDINGS

    On November 4, 2002, an individual who allegedly consumed our meat products
filed a putative class  action  lawsuit  in  the  Philadelphia  County Court of
Common   Pleas  in  the  Commonwealth  of  Pennsylvania.   Plaintiff  allegedly
contracted  Listeriosis.   The case is styled "Frank Niemtzow, individually and
on behalf of all others similarly  situated, v. Pilgrim's Pride Corporation and
Wampler Foods, Inc"  The complaint seeks recovery on behalf of a putative class
of all persons that purchased and/or  consumed meat products manufactured by us
between May 1, 2002, and October 11, 2002,  bearing  establishment  code P-1351
and  who  have  suffered an injury.  This class represents all individuals  who
have  suffered Listeriosis  and  symptoms  of  Listeriosis  and  other  medical
injuries.   Plaintiff  also  seeks to represent a putative class of all persons
that purchased and/or consumed  meat products manufactured by us between May 1,
2002 and October 11, 2002 bearing  establishment  code  P-1351 and who have not
suffered  any personal injury.  The complaint seeks compensatory  and  punitive
damages under  theories  of  negligence,  alleged violation of the Pennsylvania
Unfair Trade Practices Act and Consumer Protection  Law,  strict  liability  in
tort,  and unjust enrichment.  The time for responding to the complaint has not
yet arrived.   We intend to defend vigorously both certification of the case as
a class action and questions concerning ultimate liability and damages, if any.
No discovery has  been  conducted  to  date.   Neither  the  likelihood  of  an
unfavorable  outcome nor the amount of ultimate liability, if any, with respect
to this case can  be  determined at this time.  We do not expect this matter to
have a material impact  on our financial position, operation or liquidity after
considering our available insurance coverage.

   In January of 1998, seventeen  of  our current and/or former employees filed
the case of "Octavius Anderson, et al.  v.  Pilgrim's Pride Corporation" in the
United States District Court for the Eastern District of Texas, Lufkin Division
claiming Pilgrim's Pride violated requirements of the Fair Labor Standards Act.
The suit alleged Pilgrim's Pride failed to pay  employees for all hours worked.
The suit generally alleged that (1) employees should  be paid for time spent to
put on, take off, and clean certain personal gear at the  beginning  and end of
their  shifts  and  breaks  and (2) the use of a master time card or production
"line" time fails to pay employees  for  all  time actually worked.  Plaintiffs
sought  to  recover  unpaid  wages  plus liquidated  damages  and  legal  fees.
Approximately 1,700 consents to join as plaintiffs were filed with the court by
current and/or former employees. During the week of March 5, 2001, the case was
tried in the Federal Court of the Eastern  District  of  Texas,  Lufkin, Texas.
The  Company prevailed at the trial with a judgment issued by the judge,  which
found  no  evidence  presented  to  support  the  plaintiffs' allegations.  The
plaintiffs filed an appeal in the Fifth Circuit Court of Appeals to reverse the
judge's decision.  The plaintiff's brief was submitted to the court on November
5,  2001.  Pilgrim's Pride's response to the plaintiff's  brief  to  the  Fifth
Circuit  Court of Appeals was submitted on December 5, 2001.  The Fifth Circuit
Court of Appeals  heard oral arguments in this matter on June 4, 2002.  On June
6, 2002 the Fifth Circuit  Court  of  Appeals  entered  a  per  curiam  opinion
affirming  the  opinion of the trial court.  Appellants did not file any motion
for a rehearing and the deadline for filing of such a motion has passed.

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

     On August 20,  1999,  the  former  WLR  Foods  brought  legal  action as a
plaintiff  in  an  antitrust  lawsuit  filed  in  the  U.S.  District  Court in
Washington  D.C.  alleging  a  world-wide  conspiracy by approximately 34 named
defendants to control production capacity and  raise  prices of common vitamins
such as A, B-4, C, and E.  The Company, as successor to WLR Foods in this suit,
received $9.5 million in fiscal 2002 in partial settlement  of its claims, $4.3
million of which was recorded by the Company as a component of  "Other  Expense
(Income):   Miscellaneous,  Net" in fiscal 2002 as the recovery amount received
during the period exceeded the  $5.2  million  recovery  amount recorded at the
time of the acquisition of WLR Foods.  The initial estimate  of the amount that
would  be  recovered  under  the  WLR  Foods claims was based on the  ratio  of
recoveries to vitamin purchases that was  inherent in similar claims settled by
the Company in fiscal 2001 on substantially  similar  claims.   To date, claims
related to approximately one-third of the WLR Foods affected vitamin  purchases
have  been  settled  by or on behalf of the former WLR Foods, which settlements
have resulted in payments  to  the  Company  and  the former WLR Foods of $11.0
million.   No  assurances  can be made regarding the likelihood  or  timing  of
future settlements or whether  or  not  future  recoveries,  if  any,  will  be
proportionally  less  than,  equal  to  or greater than these previous recovery
amounts.

   On June 7, 2001, the Company brought legal  action  as  a  plaintiff  in  an
antitrust  lawsuit filed in the U.S. District Court in San Francisco alleging a
world-wide conspiracy  by  defendant  suppliers  and producers of methionine to
control  production  capacity  and  raise  prices of methionine.   The  Company
estimates that it was overcharged by approximately  $50  million  in connection
with  the  alleged conspiracy and expects the litigation of this matter  to  be
resolved during  calendar  year  2003.  No assurances can be made regarding the
likelihood or timing of future awards or settlements.

   On July 1, 2002, three individuals,  on  behalf of themselves and a putative
class of chicken growers, filed their original  class  action complaint against
us  in  the  United  States District Court for the Eastern District  of  Texas,
Texarkana  Division.   The   case   is  styled  "Wheeler  vs.  Pilgrim's  Pride
Corporation".   The  complaint  alleges   that  we  violated  the  Packers  and
Stockyards Act (7 U.S.C. Section 192) and breached  fiduciary  duties allegedly
owed to the plaintiff growers.  The plaintiffs also brought individual  actions
under  the  Packers  and  Stockyards Act alleging common law fraud, negligence,
breach of fiduciary duties  and breach of contract.  On July 29, 2002, we filed
our Motion to Dismiss under Rules 12(b) (1), 12(b) (6) and 9(b).  We also filed
a Motion to Transfer Venue on  August 19, 2002, and the plaintiffs have filed a
Motion for Preliminary Injunction  to  prohibit any alleged retaliation against
the growers.  Discovery has not yet been  conducted in this case.  In addition,
the Court has not ruled upon any of the above-referenced motions.  We intend to
defend  vigorously  both  certification of the  case  as  a  class  action  and
questions concerning ultimate  liability  and  damages,  if  any.   Neither the
likelihood  of an unfavorable outcome nor the amount of ultimate liability,  if
any, with respect  to  this  case  can  be  determined at this time.  We do not
expect  this  matter,  to have a material impact  on  our  financial  position,
operations or liquidity.

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

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

     Not Applicable



<PAGE>
                                    PART II

ITEM 5. MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY  AND RELATED STOCKHOLDER
        MATTERS

QUARTERLY STOCK PRICES AND DIVIDENDS

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

<TABLE>
<CAPTION>
        	  	  Prices           Prices
      	       		2002             2001               Dividends
<S>    		<C> <C>     <C>       <C>     <C>      <C> <C>  <C> <C>
Quarter   		High     Low      High     Low       2002     2001

Class B Common Stock
First   		$14.48   $12.24    $ 8.15  $ 6.03      $.015    $.01
Second  		 14.45    12.05     12.33    7.67       .015     .01
Third    		 14.80    12.90     12.55    9.43       .015     .01
Fourth   		 13.92     8.49     15.35   11.90       .015     .01

Class A Common Stock
First   		  9.94     8.35      5.72    4.46       .015     .01
Second  		 10.90     8.66      8.42    5.47       .015     .01
Third   		 11.14     9.79      8.74    6.63       .015     .01
Fourth 			$10.53    $6.59    $10.98   $7.50      $.015    $.01
</TABLE>

   The Company's Class B common stock (ticker symbol "CHX") and Class A  common
stock  (ticker symbol "CHX.A") are traded on the New York Stock Exchange.   The
Company estimates there were approximately 13,676 and 26,022 holders (including
individual participants in security position listings) of the Company's Class A
and Class  B  common  stock,  respectively,  as  of November 5, 2002.  See Note
F-common stock of the Notes to Consolidated Financial Statements for additional
discussion of the Company's common stock.


   With the exception of two quarters in 1993, the Company's Board of Directors
has declared cash dividends of $0.015 per share of  common  stock  (on  a split
adjusted  basis)  every  fiscal  quarter  since  the  Company's  initial public
offering  in 1986.  Payment of future dividends will depend upon the  Company's
financial condition, results of operations and other factors deemed relevant by
the Company's Board of Directors, as well as any limitations imposed by lenders
under the Company's credit facilities.  The Company's revolving credit facility
and revolving/term borrowing facility currently limit dividends to a maximum of
$3.4 million  per  year.   See Note C - Notes Payable and Long-Term Debt of the
Notes to Consolidated Financial  Statements  for  additional discussions of the
Company's credit facilities.




<PAGE>





ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
(In thousands, except per share data)Ten Years Ended September 28, 2002

                            2002     2001(a)     2000      1999(b)     1998
<S>                     <C>    <C> <C>    <C> <C>    <C> <C>    <C> <C     <C>
INCOME STATEMENT DATA:
Net sales               $2,533,718 $2,214,712 $1,499,439 $1,357,403 $1,331,545
Gross margin               165,165    213,950    165,828    185,708    136,103
Operating income (loss)     29,904     94,542     80,488    109,504     77,256
Income (loss) before
   income taxes and
   extraordinary charge      1,910     63,294     62,786     90,904     56,522
Interest expense, net       32,003     30,775     17,779     17,666     20,148
Income tax expense
   (benefit) (c)           (12,425)    21,263     10,442     25,651      6,512
Income (loss) before
   extraordinary charge     14,335     42,031     52,344     65,253     50,010
Extraordinary charge -
   net of tax                   --       (894)        --         --         --
Net income (loss)           14,335     41,137     52,344     65,253     50,010
Ratio of earnings to
   fixed charges (d)          (d)        2.16x      3.04x      4.33x      2.96x

PER COMMON SHARE DATA(e)
Income (loss) before
   extraordinary charge      $0.35      $1.02      $1.27      $1.58      $1.21
Extraordinary charge -
   early repayment of debt      --      (0.02)        --         --         --
Net income (loss)             0.35       1.00       1.27       1.58       1.21
Cash dividends                0.06       0.06       0.06      0.045       0.04
Book value                    9.59       9.27       8.33       7.11       5.58

BALANCE SHEET SUMMARY:
Working capital           $179,038   $203,450   $124,531   $154,242   $147,040
Total assets             1,227,890  1,215,695    705,420    655,762    601,439
Notes payable and
   current maturities of
   long-term debt            3,483      5,099      4,657      4,353      5,889
Long-term debt, less
   current maturities      450,161    467,242    165,037    183,753    199,784
Total stockholders'
   equity                  394,324    380,932    342,559    294,259    230,871

CASH FLOW SUMMARY:
Operating cash flow        $98,113    $87,833   $130,803    $81,452    $85,016
Depreciation &
   amortization(f)          70,973     55,390     36,027     34,536     32,591
Capital expenditures        80,388    112,632     92,128     69,649     53,518
Business acquisitions           --    239,539         --         --         --
Financing activities, net  (21,163)   254,382    (22,619)   (19,634)   (32,498)

CASHFLOW RATIOS:
EBITDA(g)                  103,469    147,666    115,356    142,043    108,268
EBITDA/interest expense, net  3.23x      4.80x      6.49x      8.04x      5.37x
Senior secured debt/EBITDA    2.45x      1.84x       .69x       .67x      1.02x
Total debt/EBITDA             4.38x      3.20x      1.47x      1.32x      1.90x

KEY INDICATORS (AS A PERCENTAGE OF NET SALES):
Gross margin                   6.5%       9.7%      11.1%      13.7%      10.2%
Selling, general and
   administrative expenses     5.3%       5.4%       5.7%       5.6%       4.4%
Operating income (loss)        1.2%       4.3%       5.4%       8.1%       5.8%
Interest expense, net          1.3%       1.4%       1.2%       1.3%       1.5%
Net income (loss)              0.6%       1.9%       3.5%       4.8%       3.8%
</TABLE>






<TABLE>
<CAPTION>
(In thousands, except per share data)Ten Years Ended September 28, 2002

                           1997       1996        1995       1994       1993(b)
<S>      <C>            <C>    <C> <C>    <C>   <C>  <C>   <C>  <C>   <C>   <C>
INCOME STATEMENT DATA:
Net sales               $1,277,649 $1,139,310   $931,806   $922,609   $887,843
Gross margin               114,467     70,640     74,144    110,827    106,036
Operating income (loss)     63,894     21,504     24,930     59,698     56,345
Income (loss) before
   income taxes and
   extraordinary charge     43,824         47      2,091     42,448     32,838
Interest expense, net       22,075     21,539     17,483     19,175     25,719
Income tax expense
   (benefit) (c)             2,788      4,551     10,058     11,390     10,543
Income (loss) before
   extraordinary charge     41,036     (4,504)    (7,967)    31,058     22,295
Extraordinary charge -
   net of tax                   --     (2,780)        --         --     (1,286)
Net income (loss)           41,036     (7,284)    (7,967)    31,058     21,009
Ratio of earnings to fixed
   charges                    2.57x      (d)        1.07x      2.79x      2.10x


PER COMMON SHARE DATA:(E)
Income (loss) before
   extraordinary charge  $    0.99 $    (0.11)   $ (0.19)  $   0.75    $  0.54
Extraordinary charge -
   early repayment of debt      --      (0.07)        --         --      (0.03)
Net income (loss)             0.99      (0.18)     (0.19)      0.75       0.51
Cash dividends                0.04       0.04       0.04       0.04       0.02
Book value                    4.41       3.46       3.67       3.91       3.20

BALANCE SHEET SUMMARY:
Working capital          $ 133,542  $  88,455   $ 88,395   $ 99,724    $72,688
Total assets               579,124    536,722    497,604    438,683    422,846
Notes payable and
   current maturities of
   long-term debt           11,596     35,850     18,187      4,493     25,643
Long-term debt, less
   current maturities      224,743    198,334    182,988    152,631    159,554
Total stockholders'
   equity                  182,516    143,135    152,074    161,696    132,293

CASH FLOW SUMMARY:
Operating cash flow        $49,615    $11,391    $32,712    $60,664    $44,970
Depreciation &
   amortization(f)	    29,796     28,024     26,127     25,177     26,034
Capital expenditures        50,231     34,314     35,194     25,547     15,201
Business acquisitions           --         --     36,178         --         --
Financing activities, net      348     27,313     40,173    (30,291)   (40,339)


CASHFLOW RATIOS:
EBITDA(g)  	            94,782     47,849     49,811     83,658     79,222
EBITDA/interest expense, net  4.29x      2.22x      2.85x      4.36x      3.08x
Senior secured debt/EBITDA    1.45x      2.26x      1.79x       .70x       .94x
Total debt/EBITDA             2.49x      4.89x      4.04x      1.88x      2.34x


KEY INDICATORS (AS A PERCENTAGE OF NET SALES):
Gross margin                   9.0%       6.2%       8.0%      12.0%      11.9%
Selling, general and
   administrative expenses     4.0%       4.3%       5.3%       5.5%       5.6%
Operating income (loss)        5.0%       1.9%       2.7%       6.5%       6.3%
Interest expense, net          1.7%       1.9%       1.9%       2.1%       2.9%
Net income (loss)              3.2%      (0.6%)     (0.9%)      3.4%       2.4%

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

(b)     Fiscal 1999 and 1993 had 53 weeks.

(c)     Fiscal 2002 includes an $11.9 million of tax benefit from changes in
        Mexican tax laws.  See Note D-Income Taxes of the Notes to the Consolidated
        Financial Statements of the Company.)

(d)     For purposes of computing the ratio of earnings to  fixed  charges, earnings
        consist  of  income before income taxes and extraordinary  items plus fixed
        charges (excluding capitalized interest).  Fixed charges consist of interest
        (including capitalized interest)  on all indebtedness, amortization of
        capitalized financing costs and that portion of rental expense that we
        believe to be representative  of  interest.   Earnings  were inadequate to
        cover fixed charges by $4.1 million and $1.2 million in fiscal 2002 and
        1996, respectively.

(e)     Historical per share amounts represent both basic and diluted and have been
        restated to give effect to a stock dividend issued on July 30, 1999.

(f)     Includes amortization of capitalized financing costs of approximately $1.4
        million, $0.9 million, $1.2 million, $1.1 million, $1.0 million, $0.9
        million, $1.8 million, $1.1 million, $1.3 million and $1.6 million in
        fiscal years 2002, 2001, 2000, 1999, 1998, 1997, 1996, 1995, 1994 and 1993,
        respectively.

(g)     "EBITDA" is defined as the sum of net income (loss) before extraordinary
        charges, interest, taxes, depreciation and amortization.  EBITDA is
        presented because we believe it is frequently used by securities analysts,
        investors and other interested parties in the evaluation of companies.
        EBITDA is not a measurement of financial performance under generally
        accepted accounting principles and should not be considered as an
        alternative to cash flow from operating activities or as a measure of
        liquidity or an alternative to net income as indicators of our operating
        performance or any other measures of performance derived in accordance
        with generally accepted accounting principles.

</TABLE>


<PAGE>


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

GENERAL

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

     - Business strategy;

     - Product mix;

     - Sales and marketing plans; and

     - Operating efficiencies.

   In  an  effort  to  reduce  price  volatility and to generate  higher,  more
consistent profit margins, we have concentrated on the production and marketing
of  prepared  foods products. Prepared foods  products  generally  have  higher
profit margins  than  our  other products. Also, the production and sale in the
U.S.  of prepared foods products  reduce  the  impact  of  the  costs  of  feed
ingredients  on  our  profitability.  Feed  ingredient purchases are the single
largest component of our cost of goods sold,  representing approximately 30% of
our consolidated cost of goods sold in fiscal 2002.   The  production  of  feed
ingredients  is positively or negatively affected primarily by weather patterns
throughout the  world,  the  global  level of supply inventories and demand for
feed  ingredients, and the agricultural  policies  of  the  United  States  and
foreign  governments. As further processing is performed, feed ingredient costs
become a decreasing  percentage  of  a product's total production cost, thereby
reducing their impact on our profitability.  Products  sold in this form enable
us  to  charge  a premium, reduce the impact of feed ingredient  costs  on  our
profitability and improve and stabilize our profit margins.

BUSINESS SEGMENTS

     We operate in  two  reportable  business  segments  as  (1)  a producer of
chicken and other products and (2) a producer of turkey products.

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

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

The following table presents certain information regarding our segments:

<TABLE>
<CAPTION>
                                              FISCAL YEAR ENDED
<S>                               <C>    <C>   <C>    <C>   <C>     <C>
                                 SEPTEMBER 28,SEPTEMBER 29,SEPTEMBER 30,
                                     2002        2001(A)       2000
                                               (IN THOUSANDS)
NET SALES TO CUSTOMERS:
Chicken and Other Products:
   United States                    $1,842,749   $1,652,199   $1,192,077
   Mexico                              342,851      323,678      307,362
          Sub-total                  2,185,600    1,975,877    1,499,439
Turkey                                 348,118      238,835           --
          Total                     $2,533,718   $2,214,712   $1,499,439
OPERATING INCOME:
Chicken and Other Products:
   United States                   $    32,663  $    78,096 $     45,928
   Mexico                               17,064       12,157       34,560
          Sub-total                     49,727       90,253       80,488
Turkey                                 (19,823)       4,289           --
          Total                    $    29,904  $    94,542  $    80,488
DEPRECIATION AND AMORTIZATION:(B)
Chicken and Other Products:
   United States                   $    47,528  $    38,155  $    24,444
   Mexico                               13,526       11,962       11,583
          Sub-total                     61,054       50,117       36,027
Turkey                                   9,919        5,273           --
          Total                    $    70,973  $    55,390  $    36,027
</TABLE>



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

(b)   Includes amortization of capitalized  financing  costs of approximately
      $1.4 million, $0.9 million and $1.2  million in fiscal years 2002,
      2001, and 2000, respectively.

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

<TABLE>
<CAPTION>
                              2002       2001       2000
<S>                         <C>   <C>  <C>  <C>    <C>  <C>
Net sales                    100.0%     100.0%     100.0%
Cost of sales                 93.5       90.3       88.9
Gross profit                   6.5        9.7       11.1
Selling, general and
   administrative expense      5.3        5.4        5.7
Operating income               1.2        4.3        5.4
Interest expense, net          1.3        1.4        1.2
Income before income taxes     0.1        2.9        4.2
Net income                     0.6        1.9        3.5

</TABLE>

RESULTS OF OPERATIONS

FISCAL 2002 COMPARED TO FISCAL 2001

     On January 27, 2001, we completed the acquisition of  WLR  Foods  (now the
Company's  Eastern  Division), a vertically integrated producer of chicken  and
turkey products located  in the eastern United States, for approximately $239.5
million and the assumption  of approximately $45.5 million of indebtedness. The
acquisition was accounted for  under  the purchase method of accounting and the
purchase price was allocated based on the  estimated  fair  value of assets and
liabilities.  WLR Foods' operations have been included in our financial results
since  the  acquisition  on January 27, 2001.  Accordingly, only  35  weeks  of
operations of the former WLR Foods are included in our results for fiscal 2001.
WLR Foods was the seventh  largest  poultry  company  in the United States with
$836.9  million  of  revenue in calendar year 2000. The WLR  Foods  acquisition
provided  us with (1) chicken  processing  facilities  in  the  eastern  United
States, where  we  previously had no facilities, enabling us to deliver poultry
products within one day to markets accounting for approximately 40% of the U.S.
population; (2) significant  opportunities  to  realize  synergies  between WLR
Foods and our pre-existing chicken operations; and (3) diversification  of  our
revenue  stream into the $8 billion turkey industry, where we can capitalize on
our prepared  foods  processing  expertise.   Currently, our Eastern Division's
chicken  sales  mix  consists mostly of lower margin  fresh  chicken  products.
However, we intend to  convert  more  of our Eastern Division chicken sales mix
into higher margin, fresh and prepared  chicken  products in the years to come.
By consistent and continued application of our long-term  business  strategy to
both our recently acquired Eastern Division and our existing fresh chicken mix,
we  believe  that  our  overall  product mix will return to the levels existing
prior to the WLR Foods acquisition in subsequent years.

   Since the acquisition of WLR Foods,  our Eastern Division, which consists of
the  former  WLR  Foods'  operations,  has been  affected  by  two  significant
unexpected challenges.  First, on March  12, 2002 an outbreak of low-pathogenic
avian influenza, a disease contagious to turkey,  chicken  and other birds, was
discovered  in  Virginia.  During fiscal 2002, we estimate that  our  operating
income was negatively  impacted  by  approximately  $26.0  million  due  to the
negative  impact  of  the  avian  influenza.  As of September 28, 2002, poultry
growers and producers have destroyed  approximately 4.7 million head of poultry
affected as a result of the virus.  Turkeys  represent  approximately  70.0% of
the   destroyed   poultry,  with  chickens  representing  approximately  30.0%.
Approximately one-half  of  the turkeys and approximately three-quarters of the
chickens destroyed by the poultry industry in Virginia belonged to the Company.
No new flocks have tested positive  for  the  presence  of  avian  influenza in
Virginia  since  July  2, 2002.  We currently estimate that production  in  our
turkey operation will be  significantly  reduced  over  the first six months of
fiscal 2003 due to the effects of this viral outbreak.  As  a  result  of  this
lower  production  output in our turkey operation, we anticipate that operating
income from our turkey  operation  will  decrease  for  the first six months of
fiscal 2003 by approximately $8.0 to $14.0 million, when  compared to the first
six  months of fiscal 2002, assuming the outbreak of avian influenza  has  been
contained.   On  June  19,  2002,  U.S.  Secretary  of  Agriculture Ann Veneman
proposed  to the Office of Management and Budget that the  U.S.  Department  of
Agriculture (USDA) cover one-half of the total estimated economic loss suffered
by the poultry  industry  and  independent growers in Virginia due to the avian
influenza outbreak.  Secretary Veneman  also recommended that the government of
Virginia cover the remaining portion. It  is our understanding that, as part of
her  proposal, Secretary Veneman is suggesting  that  independent  chicken  and
turkey  growers are to be fully compensated for their losses first and that the
remainder  is  to  be allocated to other poultry producers (including us) whose
flocks were destroyed  by  the  virus.   On  November 4, 2002 the Department of
Agriculture made public their estimate of total  federal  compensation  at  $51
million,  with  growers  being  compensated  $13.9  million  and  owners  being
compensated  $37.1  million.   No  assurance  can  be given as to the amount of
federal compensation that we may receive or that any  state  agencies  will  in
fact  provide  further economic assistance to the poultry growers and producers
affected  by  the   avian  influenza  outbreak  in  Virginia.   No  anticipated
recoveries have been  recorded by us as our portion of the compensation has not
yet been determined.  In  the  event  that  state  agencies  do decide to grant
economic  assistance  to  the  affected  poultry growers and producers,  it  is
impossible at this time to estimate how the  state  agencies would allocate any
such  assistance between affected poultry growers and  producers  whose  flocks
were destroyed by the virus.

     The  second  challenge  faced  by our Eastern Division was that in October
2002  a  limited  number  of  USDA  samples   from   the  Company's  Franconia,
Pennsylvania  plant  tested  positive for Listeria.  As a  result  the  Company
voluntarily recalled all cooked deli products produced at the plant from May 1,
2002 through October 11, 2002.   Additionally  as  a  precautionary measure, we
immediately suspended operations at our Franconia facility to redouble our food
safety  and  sanitation efforts.   No illnesses associated  with  the  Listeria
strain in a Northeastern  outbreak have been linked to any of our products, and
our Franconia facility has been reviewed and inspected by the USDA and reopened
on November 13, 2002.  As the  recall occurred in early fiscal 2003, it did not
have any significant impact on our  consolidated  financial  statements  as  of
September  28,  2002.   In  addition,  we carry insurance designed to cover the
direct recall related expenses and certain  aspects  of  the  related  business
interruption caused by the recall.  As a result, we believe that the recall and
its  direct  effects will not have a material impact on our financial position,
results of operations,  or  liquidity  after  considering  available  insurance
coverage.   However,  there  will  likely be differences between the accounting
periods  in  which  certain recall effects  are  realized  and  when  insurance
recoveries are received,  and  there  can  be no assurances as to the Company's
ability to re-establish the products and sales affected by the recall.

    Consolidated Net Income Before Tax.  Consolidated  net income before tax is
affected by foreign exchange rate fluctuations between the  U.S. dollar and the
Mexican peso.  Assuming the peso exchange rate does not change from the rate at
the end of fiscal 2002, approximately $1.7 million of future  devaluation  will
result as remaining inventory is sold.  On September 29, 2001, the Mexican peso
closed  at  9.54  to  1  U.S.  dollar,  compared  to  10.02 to 1 U.S. dollar on
September  28,  2002, and at 10.19 to 1 U.S. dollar on December  2,  2002.   No
assurances can be given as to how future movements in the peso could affect our
future earnings.

     Consolidated  Net  Sales.   Consolidated  net  sales were $2.5 billion for
fiscal 2002, an increase of $319.0 million, or 14.4%,  from  fiscal  2001.  The
increase  in  consolidated net sales resulted from a $176.7 million increase in
U.S. chicken sales  to  $1.6 billion, a $109.3 million increase in turkey sales
to $348.1 million, a $20.3  million  increase in Mexico chicken sales to $323.8
million and a $13.8 million increase in  sales  of  other  products  to  $193.7
million.  The  increase  in  U.S.  chicken  sales  was primarily due to a 17.2%
increase  in  dressed  pounds  produced,  which  resulted  primarily  from  the
acquisition  of  WLR  Foods  on January 27, 2001 offset  partially  by  a  4.4%
decrease in total revenue per  dressed pound produced, caused in part by import
restrictions on poultry products  typically  sold  to  Russia  and Japan by the
industry,  resulting  in production being liquidated at less favorable  pricing
levels.  The increase in  turkey sales was due to the acquisition of WLR Foods,
partially offset by the impact  of  the  avian  influenza discussed above.  The
$20.3 million increase in Mexico chicken sales was  primarily  due  to  an 8.0%
increase in average revenue per dressed pound produced, partially offset  by  a
1.9%  decrease in pounds produced. The $13.8 million increase in sales of other
U.S. products  was  primarily due to poultry by-products sales price increases,
an  increase  in sales  by  the  Company's  wholesale  feed  division  and  the
acquisition of WLR Foods.

     Cost of Sales.   Consolidated  cost  of  sales  was $2.4 billion in fiscal
2002, an increase of $367.8 million, or 18.4%, when compared  to  fiscal  2001.
The U.S. operations accounted for $356.9 million of the increase in the cost of
sales  and  our  Mexico operations accounted for $10.9 million of the increase.
The cost of sales  increase  in  our  U.S. operations of $356.9 million was due
primarily to the acquisition of WLR Foods,  $121.6  million of which is related
to  the  turkey  operations and was impacted by the avian  influenza  discussed
above.  The increase  in  cost  of sales of chicken products also resulted from
increased sales of higher cost prepared foods products.

     The $10.9 million cost of sales  increase  in  our  Mexico  operations was
primarily  due  to  production  of a higher cost, more value added product  mix
compared to the prior year.

     Gross Profit.  Gross profit was $165.2 million for fiscal 2002, a decrease
of $48.8 million, or 22.8%, from  the  same  period last year, due primarily to
the negative effects of the avian influenza outbreak  in  our  Eastern Division
and  to  lower  dark  meat  sales  prices in the U.S. caused in part by  import
restrictions on poultry products typically  sold  to  Russia  and  Japan by the
industry.

      Gross  profit as a percentage of sales decreased to 6.5% in fiscal  2002,
from  9.7% in fiscal  2001,  primarily  due  to  increased  operating  expenses
incurred  in  connection  with  the  avian  influenza  outbreak  in our Eastern
Division and lower dark meat sales prices in the U.S. caused in part  by import
restrictions  on  poultry  products  typically sold to Russia and Japan by  the
industry.

     Consolidated Selling, General and  Administrative.   Consolidated selling,
general  and  administrative expenses were $135.3 million in  fiscal  2002  and
$119.4 million  in fiscal 2001. The $15.9 million increase was due primarily to
the acquisition of  WLR  Foods,  which  was  completed  on  January  27,  2001.
Consolidated  selling,  general  and administrative expenses as a percentage of
sales decreased slightly in fiscal  2002  to  5.3%,  compared to 5.4% in fiscal
2001.

      Operating  Income. Consolidated operating income was  $29.9  million  for
fiscal 2002, decreasing by approximately $64.6 million, when compared to fiscal
2001 due primarily  to  the negative effects of the avian influenza outbreak in
our Eastern Division and  to lower dark meat sales prices in the U.S. caused in
part by import restrictions  on  poultry  products typically sold to Russia and
Japan by the industry.

      Interest Expense. Consolidated net interest  expense  increased  4.0%  to
$32.0 million  in  fiscal 2002, when compared to $30.8 million for fiscal 2001,
due primarily to higher  average  outstanding  debt balances experienced in the
year.

     Income Tax Expense. Consolidated income tax  benefit  in  fiscal  2002 was
$12.4  million  compared  to  an  income tax expense of $21.3 million in fiscal
2001.  This decrease was primarily  caused  by  the  $11.9  million  income tax
benefit resulting from changes in the Mexico tax law and lower pretax  earnings
in fiscal 2002.

FISCAL 2001 COMPARED TO FISCAL 2000

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

     Consolidated Net Sales.  Consolidated  net  sales  were  $2.2  billion for
fiscal  2001,  an  increase of $715.3 million, or 47.7%, from fiscal 2000.  The
increase in consolidated  net  sales resulted from a $422.0 million increase in
U.S. chicken sales to $1.5 billion,  a $238.8 million increase in turkey sales,
a $36.7 million increase in sales of other  products to $200.1 million and by a
$17.8 million increase in Mexico chicken sales  to $303.4 million. The increase
in U.S. chicken sales was primarily due to a 35.6%  increase  in dressed pounds
produced, which resulted primarily from the acquisition of WLR  Foods, and to a
3.4%  increase  in  total  revenue per dressed pound produced. The increase  in
turkey  sales was due to the  acquisition  of  WLR  Foods.  The  $36.7  million
increase in sales of other U.S. products to $200.1 million was primarily due to
the  acquisition  of  WLR  Foods  and  higher  prices  in  our  commercial  egg
operations.  The  $17.8  million increase in Mexico chicken sales was primarily
due to a 13.4% increase in  dressed  pounds produced offset partially by a 7.1%
decrease in average revenue per dressed  pound produced, primarily due to lower
prices caused by an over supply of chicken.

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

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

    We maintain $130.0 million in revolving credit facilities,  $30  million of
which  is  related  to  our Mexican operations, and $400.0 million in a secured
revolving/term borrowing  facility,  subject  to  certain limitations including
availability  of  collateral.  The  $400.0  million  revolving/term   borrowing
facility  provides for $285.0 million and $115.0 million of 10-year and  7-year
commitments, respectively. Borrowings under these facilities are split pro rata
between the  10-year and 7-year maturities as they occur. The credit facilities
provide for interest  at  rates ranging from LIBOR plus five-eighths percent to
LIBOR plus two and three-quarters  percent,  depending  upon  our total debt to
capitalization ratio. Interest rates on debt outstanding under these facilities
as of September 28, 2002 ranged from LIBOR plus one and three-quarters  percent
to LIBOR plus two percent. These facilities are secured by inventory and  fixed
assets;  the  $30  million  facility  in  Mexico  is further secured by Mexican
accounts receivables, inventories and certain fixed assets.

     At September 28, 2002, $115.9 million was available  under  the  revolving
credit  facilities  including  $30.0  million in Mexico and $209.0 million  was
available under the revolving/term borrowing  facility.  At December 2, 2002 we
had $76.1 million available under our revolving  credit  facilities  and $180.0
million available under the revolving/term borrowing facility  and cash on hand
of $81.3 million compared to $14.9 million at September 28, 2002, due primarily
to  advances  subsequent  to  year  end  on the various facilities, for a total
liquidity of $337.4 million at December 2,  2002  compared to $339.8 million at
September 28, 2002.

     On June 26, 1998, we entered into an Asset Sale  Agreement  to  sell up to
$60  million  of  accounts  receivable.  In  connection  with  the  Asset  Sale
Agreement, we sell, on a revolving basis, certain of our trade receivables (the
"Pooled  Receivables")  to  a  special  purpose corporation wholly owned by us,
which  in  turn sells a percentage ownership  interest  to  third  parties.  At
September 28,  2002  and  September  29,  2001,  an  interest  in  these Pooled
Receivables of $58.5 million had been sold to third parties and is reflected as
a  reduction  in  accounts  receivable during each period. This sales agreement
expires on June 30, 2003.   If  this  facility  is not replaced or extended the
Company will likely use its revolving/term borrowing  facility  to provide this
liquidity.   These transactions have been recorded as sales in accordance  with
Financial  Accounting   Standards  Board  Statement  No.  140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
The gross proceeds resulting  from  the  sale  are  included in cash flows from
operating activities in our consolidated statements of  cash  flows.  Losses on
these sales were immaterial.

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

   On August 9, 2001, Pilgrim's Pride issued $200.0 million in senior unsecured
notes  with  an  interest  rate of 9 5/8% maturing on September 15, 2011.   The
proceeds from the notes offering  were  used  to  redeem  the  remaining  $90.8
million  outstanding  of  our  10 7/8% senior subordinated notes due 2003.  The
balance  of the proceeds was used  to  reduce  indebtedness  under  our  $400.0
million revolving/term borrowing facility.

   At September  28,  2002, our working capital decreased to $179.0 million and
our current ratio decreased  to  1.68  to  1,  compared with working capital of
$203.4  million  and  a  current  ratio of 1.85 to 1  at  September  29,  2001,
primarily due to the working capital changes discussed below.



<PAGE>



Contractual Obligations and Guarantees.   Obligations  under long-term debt and
non-cancelable  operating  leases  at  September 28, 2002 are  as  follows  (in
millions):

<TABLE>
<CAPTION>
                                                     Payments Due By Period
<S>                        <C> <C>   <C>   <C>  <C>   <C>  <C>   <C>  <C> <C>
                                     Less than                         After
Contractual Obligations     Total     1 year    1-3 years  4-5 years  5 years

Long-term debt(a)          $453.6      $3.4       $21.6      $49.1     $379.5
Guarantee Fees               13.2       2.5         4.8        4.1        1.8
Operating leases            110.3      32.4        38.2       26.8       12.9
Total                      $577.1     $38.3       $64.6      $80.0     $394.2
(a)  Excludes $14.1 million in letters of credit outstanding related to normal
     business transactions.
</TABLE>

     Trade accounts and other receivables  were  $85.3 million at September 28,
2002, compared to $95.0 million at September 29, 2001.  The  $9.7  million,  or
10.2%,  decrease  in  trade accounts and other receivables was primarily due to
improvements in collection  efficiencies.   Excluding  the sale of receivables,
trade  accounts  and other receivables would have decreased  $8.5  million,  to
$143.8 million at  the  end  of  fiscal  2002 from $153.5 million at the end of
fiscal 2001.

     Inventories were $326.8 million at September  28, 2002, compared to $314.4
million  at  September  29,  2001.  The  $12.4 million, or  3.9%,  increase  in
inventories  was  primarily  due  to  increases  in  finished  turkey  products
inventories resulting from changes made  in  product mix in connection with the
outbreak  of  avian influenza (see General, Overview  and  Developments)  which
inventories are  expected  to  be  liquidated  during the 2002 Thanksgiving and
Christmas holiday seasons.

     Accounts payable and accrued expenses increased  $18.6  million  to $248.5
million at September 28, 2002, compared to $229.9 million at September 29, 2001
due  to  an  increase  in higher feed, other ingredients, packaging costs,  and
other expenses.

     Capital expenditures  of  $80.4 million, $112.6 million and $92.1 million,
for fiscal years 2002, 2001 and  2000, respectively, were primarily incurred to
acquire and expand certain facilities,  improve  efficiencies, reduce costs and
for the routine replacement of equipment. We anticipate  spending approximately
$65.0 million to $75.0 million in fiscal 2003 to improve efficiencies  and  for
the  routine  replacement  of equipment. We expect to finance such expenditures
with available operating cash  flows  and existing revolving/term and revolving
credit facilities.

      Cash flows provided by operating activities  were  $98.1  million,  $87.8
million  and  $130.8  million  for  the  fiscal  years  2002,  2001  and  2000,
respectively.  The  increase in cash flows provided by operating activities for
fiscal 2002 when compared  to  fiscal  2001,  was  primarily due to a full year
impact  from the former WLR Foods operations in fiscal  2002,  compared  to  35
weeks in  fiscal  2001.  The  decrease  in  cash  flows  provided  by operating
activities  in  fiscal  2001 compared to fiscal 2000, was primarily due  to  an
overall increase of accounts  receivable,  due  primarily  to a higher level of
sales  activity  and increased inventories, due primarily to higher  levels  of
live poultry and frozen turkey inventories due primarily to seasonal variations
in the live production  cycle  and sales of turkey products, both of which were
primarily a result of the WLR Foods  acquisition;  and  lower  net  income  for
fiscal 2001.

      Cash  flows  (used  in)  provided  by  financing  activities were ($21.2)
million, $254.2 million and ($22.6) million for the fiscal years 2002, 2001 and
2000,  respectively.  The  increase  in cash used in financing  activities  for
fiscal 2002, when compared to fiscal 2001,  is  primarily  due to borrowings to
finance  the  acquisition  of WLR Foods in 2001.  The increase  in  cash  flows
provided by financing activities for fiscal 2001, when compared to fiscal 2000,
reflects the net proceeds from  borrowings  to  finance  the acquisition of WLR
Foods.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

    General.   Our  discussion  and  analysis  of our financial  condition  and
results of operations are based upon our financial  statements, which have been
prepared  in accordance with accounting principles generally  accepted  in  the
United States.   The  preparation  of these financial statements requires us to
make  estimates  and judgments that affect  the  reported  amounts  of  assets,
liabilities, revenues  and  expenses.   On  an  ongoing  basis, we evaluate our
estimates,  including those related to revenue recognition,  customer  programs
and incentives,  allowance for doubtful accounts, inventories and income taxes.
We base our estimates on historical experience and on various other assumptions
that are believed  to  be  reasonable  under  the circumstances, the results of
which form the basis for making judgments about  the  carrying values of assets
and  liabilities  that  are  not readily apparent from other  sources.   Actual
results  may  differ  from  these  estimates  under  different  assumptions  or
conditions.

    We believe the following  critical  accounting  policies  affect  our  more
significant  judgments  and  estimates used in the preparation of our financial
statements.

    Revenue Recognition.  Revenue  is recognized upon shipment or upon transfer
of ownership of the product to the customer  and  is  recorded net of estimated
incentive offerings including special pricing agreements,  promotions and other
volume-based incentives.  Revisions to these estimates are charged to income in
the period in which the facts that give rise to the revision become known.

    Allowance  for  Doubtful  Accounts.   We maintain allowances  for  doubtful
accounts  reflecting  estimated losses resulting  from  the  inability  of  our
customers to make required  payments.   The  allowance for doubtful accounts is
based on management's review of the overall condition  of  accounts  receivable
balances  and  review  of  significant  past  due  accounts.   If the financial
condition of our customers were to deteriorate, resulting in an  impairment  of
their ability to make payments, additional allowances may be required.

    Inventory.   Live  poultry  inventories  are stated at the lower of cost or
market and breeder hens at the lower of cost, less accumulated amortization, or
market.   The costs associated with breeder hens  are  accumulated  up  to  the
production  stage  and  amortized  over the productive lives using the unit-of-
production method.  Finished poultry products, feed, eggs and other inventories
are stated at the lower of cost (first-in,  first-out  method)  or  market.  We
record   valuations  and  adjustments  for  our  inventory  and  for  estimated
obsolescence  at  or  equal to the difference between the cost of inventory and
the  estimated  market  value   based   upon  known  conditions  affecting  the
inventories obsolescence, including significantly  aged  products, discontinued
product lines, or damaged or obsolete products.  We allocate meat costs between
our various finished poultry products based on a by-product  costing  technique
that reduces the cost of the whole bird by estimated yields and amounts  to  be
recovered  for  certain  by-product  parts,  primarily  including leg quarters,
wings,  tenders  and  offal, which are carried in inventory  at  the  estimated
recovery amounts, with  the remaining amount being reflected as our breast meat
cost.  As a result, our lower  of  cost or market evaluation is done separately
on  a  pool  basis  for all chicken and  turkey  products.   If  actual  market
conditions are less favorable  than  those  projected by management, additional
inventory adjustments may be required.

    Accrued  Self  Insurance.   Insurance  expense   for  casualty  claims  and
employee-related health care benefits are estimated using historical experience
and  actuarial estimates.  Stop-loss coverage is maintained  with  third  party
insurers  to limit the Company's total exposure.  The assumption used to arrive
at periodic  expenses  is  reviewed  regularly  by management.  However, actual
expenses could differ from these estimates and could  result  in adjustments to
be recognized.

    Income Taxes.  We account for income taxes in accordance with SFAS No. 109,
Accounting  for  Income  Taxes,  which  requires  that deferred tax assets  and
liabilities be recognized for the effect of temporary  differences  between the
book  and tax bases of recorded assets and liabilities. Taxes are provided  for
international  subsidiaries  based  on  the  assumption that these earnings are
indefinitely reinvested in the Company and within  individual  companies and as
such  taxes are not provided in the U.S. or local jurisdictions that  would  be
required  in  the  event  of distribution of these earnings.  SFAS No. 109 also
requires that deferred tax  assets be reduced by a valuation allowance if it is
more likely than not that some  portion  or  all of the deferred tax asset will
not be realized.  We review the recoverability  of  any  tax assets recorded on
the  balance  sheet,  primarily  operating loss carryforwards,  based  on  both
historical and anticipated earnings  levels  of  the  individual operations and
provide a valuation allowance when it is more likely than not that amounts will
not be recovered.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS

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


  Feed Ingredients

    We purchase certain commodities,  primarily  corn  and  soybean  meal. As a
result,  our earnings are affected by changes in the price and availability  of
such feed  ingredients. As market conditions dictate, we will from time to time
lock-in  future  feed  ingredient  prices  using  various  hedging  techniques,
including  forward purchase agreements with suppliers and futures contracts. We
do not use such  financial instruments for trading purposes and are not a party
to any leveraged derivatives.  Market  risk  is estimated as a hypothetical 10%
increase in the weighted-average cost of our primary  feed  ingredients  as  of
September  28,  2002. Based on our feed consumption during fiscal 2002, such an
increase would have  resulted  in an increase to cost of sales of approximately
$69.5 million, excluding the impact  of  any  hedging  in  that  period.  As of
September 28, 2002, we had hedged 1.7% of our 2003 feed requirements.

Foreign Currency

   Our  earnings are affected by foreign exchange rate fluctuations related  to
the Mexican  peso  net monetary position of our Mexico subsidiaries denominated
in Mexican pesos. We  manage  this exposure primarily by attempting to minimize
our Mexican peso net monetary position,  but  from  time  to  time we have also
considered  executing hedges to help minimize this exposure. Such  instruments,
however, have  historically not been economically feasible. We are also exposed
to the effect of  potential  exchange  rate  fluctuations  to  the  extent that
amounts are repatriated from Mexico to the United States. However, we currently
anticipate that the cash flows of our Mexico subsidiaries will continue  to  be
reinvested  in  our  Mexico  operations. In addition, the Mexican peso exchange
rate can directly and indirectly impact our results of operations and financial
position in several manners, including  potential  economic recession in Mexico
resulting  from  a  devalued  peso.  The impact on our financial  position  and
results of operations of a hypothetical change in the exchange rate between the
U.S.  dollar  and  the Mexican peso cannot  be  reasonably  estimated.  Foreign
currency exchange gains  and losses, representing the change in the U.S. dollar
value of the net monetary  assets  of  our  Mexico  subsidiaries denominated in
Mexican pesos, was a loss of $1.5 million in fiscal 2002  and  a  loss  of $0.1
million  and  gain  of  $0.2  million in fiscal 2001 and 2000, respectively. On
December 2, 2002, the Mexican peso  closed  at 10.19 to 1 U.S. dollar, compared
to 10.02 at September 28, 2002. No assurance  can  be  given  as  to how future
movements in the peso could affect our future earnings.

  Interest Rates

      Our  earnings are also affected by changes in interest rates due  to  the
impact  those   changes   have  on  our  variable-rate  debt  instruments.  The
acquisition of WLR Foods substantially  increased  our  outstanding balances of
variable  rate  debt.   We  have  variable-rate  debt instruments  representing
approximately 42.4% of our long-term debt at September 28, 2002.  Holding other
variables  constant,  including  levels  of indebtedness,  a  25  basis  points
increase in interest rates would have increased  our  interest  expense by $0.5
million for fiscal 2002. These amounts are determined by considering the impact
of  the  hypothetical  interest  rates on our variable-rate long-term  debt  at
September 28, 2002.

     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 $11.6 million as of  September
28, 2002, using discounted cash flow analysis.

  Impact of Inflation

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

FORWARD LOOKING STATEMENTS

     Statements of our intentions, beliefs, expectations or predictions for the
future,  denoted  by  the words "anticipate," "believe," "estimate,"  "expect,"
"project," "imply," "intend,"  "foresee"  and similar expressions, are forward-
looking statements that reflect our current  views  about future events and are
subject to risks, uncertainties and assumptions. Such  risks, uncertainties and
assumptions include those described under "Risk Factors" below and elsewhere in
this Annual Report on Form 10-K.

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

      In making these statements, we  are  not  undertaking,  and  specifically
decline to undertake, any obligation to address or update each or any factor in
future  filings or communications regarding our business or results, and we are
not undertaking  to address how any of these factors may have caused changes or
information contained  in  previous  filings or communications.  Though we have
attempted to list comprehensively these  important  cautionary risk factors, we
wish to caution investors and others that other factors may in the future prove
to be important in affecting our business or results of operations.

RISK FACTORS

Cyclicality  and  Commodity  Prices.    Industry  cyclicality  can  affect  our
earnings,  especially  due  to  fluctuations  in  commodity   prices   of  feed
ingredients, chicken and turkey.

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

   The production  of  feed  ingredients  is  positively or negatively affected
primarily by weather patterns throughout the world,  the global level of supply
inventories and demand for feed ingredients, and the agricultural  policies  of
the  United  States  and  foreign governments.  In particular, weather patterns
often change agricultural conditions  in an unpredictable manner.  A sudden and
significant  change  in  weather  patterns   could   affect  supplies  of  feed
ingredients,  as  well as both the industry's and our ability  to  obtain  feed
ingredients, grow chickens and turkeys or deliver products.

   High feed ingredient  prices  have  had  a  material  adverse  effect on our
operating  results in the past. We periodically seek, to the extent  available,
to enter into  advance  purchase commitments or financial hedging contracts for
the purchase of feed ingredients  in  an  effort  to manage our feed ingredient
costs. The use of such instruments may not be successful.

Substantial Leverage.  Our substantial indebtedness could adversely affect our
financial condition.

   We presently have, and expect to continue to have,  a  substantial amount of
indebtedness. Our substantial indebtedness could have important consequences to
you.  For example, it could:

   -  Make it more difficult for us to satisfy our obligations under our
      indebtedness, including our debt securities;

   -  Increase our vulnerability to general adverse economic conditions;

   -  Limit our ability to obtain necessary financing and to fund future
      working capital, capital expenditures and other general corporate
      requirements;

   -  Require us to dedicate a substantial portion of our cash flow from
      operations to payments on our indebtedness, thereby reducing the
      availability of our cash flow to fund working capital, capital
      expenditures and for other general corporate purposes;

   -  Limit our flexibility in planning for, or reacting to, changes in
      our business and the industry in which we operate;

   -  Place us at a competitive disadvantage compared to our competitors
      that have less debt;

   -  Limit our ability to pursue acquisitions and sell assets;

   -  Make us vulnerable to increases in interest rates because a
      substantial portion of our borrowings are at variable interest rates; and

   -  Limit, along with the financial and other restrictive covenants in
      our indebtedness, our ability to borrow additional funds, and failing to
      comply with those covenants could result in an event of default or
      require redemption of indebtedness.  Either of these events could have a
      material adverse effect on us.

      Our  ability  to make payments on and to refinance our indebtedness  will
depend on our ability  to  generate  cash  in the future, which is dependent on
various  factors.   These  factors  include  the   commodity   prices  of  feed
ingredients,  chicken  and  chicken  parts  and  general  economic,  financial,
competitive,  legislative,  regulatory  and  other factors that are beyond  our
control.

Additional Borrowings Available.  Despite our  substantial indebtedness, we may
still be able to incur significantly more debt.  This could intensify the risks
described above.

   Despite our substantial indebtedness, we are  not  prohibited from incurring
additional  indebtedness in the future.  If additional debt  is  added  to  our
current debt levels, the related risks that we now face could intensify.

Integration of  the  Eastern  Division.    We  have  only recently acquired the
Eastern Division and may not be able to successfully integrate  its  operations
over the long term.

   We only recently began to operate the businesses of Pilgrim's Pride  and the
Eastern Division as a combined entity.  The acquisition of the Eastern Division
has  significantly  increased our size and operations. Our prospects should  be
considered in light of  the  numerous  risks  commonly  encountered in business
combinations.   Although  our  management  has  significant experience  in  the
chicken industry, there can be no assurance as to  our  ability  to effectively
integrate WLR Foods or fully realize the associated cost savings and  operating
synergies currently anticipated.

   Contamination of Products.  If our poultry products become contaminated,  we
may be subject to product liability claims and product recalls.

   Poultry  products  may  be  subject  to  contamination  by disease producing
organisms, or pathogens, such as Listeria monocytogenes, Salmonella and generic
E  coli.   These  pathogens are generally found in the environment  and,  as  a
result, there is a  risk  that  they,  as a result of food processing, could be
present  in  our  processed poultry products.   These  pathogens  can  also  be
introduced  as  a result  of  improper  handling  at  the  further  processing,
foodservice or consumer  level.   These risks may be controlled, but may not be
eliminated, by adherence to good manufacturing  practices  and finished product
testing.  The Company has little, if any, control over proper handling once the
product has been shipped.   Illness and death may result if  the  pathogens are
not eliminated at the further processing, foodservice or consumer level.   Even
an  inadvertent shipment of contaminated products is a violation of law and may
lead to increased risk of exposure to product liability claims, product recalls
and increased  scrutiny by federal and state regulatory agencies and may have a
material adverse effect on our business, reputation and prospects.

   As described  in  detail  under  "Item  1. Business - General - Overview and
Recent  Developments,"  in  October 2002 one product  sample  produced  in  our
Franconia, Pennsylvania facility  that had not been shipped to customers tested
positive  for  Listeria  and  we  later  received  information  from  the  USDA
suggesting that environmental samples taken at the facility had tested positive
for both the strain of Listeria identified  in  the product and a strain having
characteristics  similar to those of the strain identified  in  a  Northeastern
Listeria outbreak.   As a result of these findings, we recalled all cooked deli
products produced at the facility from May 1, 2002 through October 11, 2002 and
temporarily suspended  operations  at  the facility to redouble our food safety
and sanitation efforts.  There can be no  assurance  that  there  will  not  be
additional  recalls  of  our  products in the future or that this recall or any
such future recall or any litigation arising therefrom will not have a material
adverse effect on our ability to  market  our  products  successfully or on our
business, reputation, prospects, financial condition and results of operations.

Livestock and Poultry Disease.  Outbreaks of livestock diseases in general, and
poultry  disease  in  particular,  can significantly restrict  our  ability  to
conduct our operations.

   We take all reasonable precautions to ensure that our flocks are healthy and
that our processing plants and other  facilities  operate  in  a  sanitary  and
environmentally  sound  manner. However, events beyond our control, such as the
outbreak of disease, could  significantly  restrict  our ability to conduct our
operations.  Furthermore, an outbreak of disease could  result  in governmental
restrictions  on  the import and export of our fresh chicken, turkey  or  other
products to or from  our  suppliers,  facilities or customers, or require us to
destroy one or more of our flocks.  This  could  result  in the cancellation of
orders by our customers and create adverse publicity that  may  have a material
adverse effect on our ability to market our products successfully  and  on  our
business, reputation and prospects.

   As described in more detail under "Item 1. Business - General - Overview and
Recent  Developments," an outbreak of low-pathogenic avian influenza, a disease
contagious  to  turkey,  chicken  and  other  birds, has had a material adverse
effect on our fiscal 2002 operating results and is expected to continue to have
a material adverse effect on our results through  at least the first six months
of fiscal 2003.  There can be no assurance that the losses associated with this
avian  influenza  outbreak  will not be greater than anticipated  or  that  any
future poultry disease outbreaks will not have a material adverse effect on our
ability to market our products  successfully  or  on  our business, reputation,
prospects, financial condition and results of operations.

Product Liability.  Product liability claims or product  recalls  can adversely
affect our business reputation and expose us to increased scrutiny  by  federal
and state regulators.

   The  packaging,  marketing  and  distribution  of  food  products entails an
inherent risk of product liability and product recall and the resultant adverse
publicity.   We may be subject to significant liability if the  consumption  of
any of our products  causes  injury, illness or death.  We could be required to
recall certain of our products  in  the event of contamination or damage to the
products. In addition to the risks of  product  liability or product recall due
to  deficiencies  caused  by our production or processing  operations,  we  may
encounter the same risks if  any  third  party  tampers  with our products.  We
cannot assure you that we will not be required to perform  product  recalls, or
that  product liability claims will not be asserted against us, in the  future.
Any claims  that  may  be  made  may create adverse publicity that would have a
material adverse effect on our ability  to  market our products successfully or
on  our business, reputation, prospects, financial  condition  and  results  of
operations.

   As  described  above  under  "Contamination  of  Products  -  If our poultry
products become contaminated, we may be subject to product liability claims and
product recalls." We recently recalled all cooked deli products produced at one
of  our  facilities  from  May 1, 2002 through October 11, 2002.  In connection
with this recall, a class action  lawsuit  was  filed against us on behalf of a
putative class of persons that purchased and/or consumed  meat products subject
to the recall and we have received a substantial amount of  press.  See Item 3.
Legal Proceedings.  There can be no assurance that any class  action litigation
or reputational injury associated with this or any future product  recalls will
not  have  a  material  adverse  effect  on  our ability to market our products
successfully and on our business, reputation,  prospects,  financial  condition
and results of operations.

Insurance.   We  are  exposed  to  risks relating to product liability, product
recalls, property damage and injuries  to persons, for which insurance coverage
is expensive, limited and potentially inadequate.

     Our business operations entail a number of risks, including risks relating
to product liability claims, product recalls,  property  damage and injuries to
persons.   We  currently maintain insurance with respect to  certain  of  these
risks, including  product  liability  and recall insurance, property insurance,
workers compensation insurance and general  liability  insurance,  but  in many
cases such insurance is expensive, difficult to obtain and no assurance can  be
given  that such insurance can be maintained in the future on acceptable terms,
or in sufficient  amounts  to protect us against losses due to any such events,
or at all.  Moreover, even though  our  insurance  coverage  may be designed to
protect  us from losses attributable to certain events, it may  not  adequately
protect us from liability and expenses we incur in connection with such events.
For example, in the past one of our insurers encountered financial difficulties
and was unable  to  fulfill its obligations under one of our insurance policies
and one of our insurers  contested  coverage with respect to a claim forcing us
to litigate the issue of coverage.

      As  described  above  under "Contamination  of  Products-If  our  poultry
products become contaminated, we may be subject to product liability claims and
product recalls," we recently recalled all cooked deli products produced at one
of our facilities from May 1, 2002 through October 11, 2002, and a class action
lawsuit was filed against us  on  behalf  of  a  putative class of persons that
purchased  and/or  consumed  meat  products subject to  the  recall.   We  have
notified our insurers as to the occurrence  of  these events and made one claim
to date under our product recall insurance policy.   While  we  carry insurance
designed to cover recall events such as this and we believe that  the insurance
policies  purchased  will  cover  the direct costs associated with the  product
recall and related product liability  claims  and,  subject  to  the  insurer's
reservation  of rights, we have received a $4 million advance payment from  our
insurer with respect  to  the  product recall claim, no assurances can be given
that such insurance will in fact  adequately  protect  us  from  liability  and
expenses we incur in connection with this recall or any such future events.

Potential  Acquisitions.   We may pursue opportunities to acquire complementary
businesses, which could increase  leverage  and  debt  service requirements and
could  adversely  affect  our  financial situation if we fail  to  successfully
integrate the acquired business.

   We intend to pursue selective  acquisitions  of  complementary businesses in
the  future.  Inherent in any future acquisitions are  certain  risks  such  as
increasing  leverage  and  debt  service  requirements  and  combining  company
cultures  and  facilities,  which  could  have a material adverse effect on our
operating results, particularly during the  period  immediately  following such
acquisitions.   Additional  debt or equity capital may be required to  complete
future acquisitions, and there  can  be  no  assurance  that we will be able to
raise  the  required capital.  Furthermore, acquisitions involve  a  number  of
risks and challenges, including:

      *  Diversion of management's attention;

      *  The need to integrate acquired operations;

      *  Potential loss of key employees and customers of the acquired
         companies;

      *  Lack of experience in operating in the geographical market of the
         acquired business; and

      *  An increase in our expenses and working capital requirements.

   Any of these and other factors could adversely affect our ability to achieve
anticipated cash flows at acquired operations or realize other anticipated
benefits of acquisitions.

Foreign Operations  Risks.   Our  foreign  operations pose special risks to our
business and operations.

   We  have  substantial  operations  and assets  located  in  Mexico.  Foreign
operations are subject to a number of special risks, including among others:

      *  Currency exchange rate fluctuations;

      *  Trade barriers;

      *  Exchange controls;

      *  Expropriation; and

      *  Changes in laws and policies, including those governing foreign-
         owned operations.

   Currency exchange rate fluctuations  have adversely affected us in the past.
Exchange rate fluctuations or one or more  other  risks  may  have  a  material
adverse effect on our business or operations in the future.

   Our operations in Mexico are conducted through subsidiaries organized  under
the laws of Mexico. We may rely in part on intercompany loans and distributions
from  our  subsidiaries  to  meet  our  obligations. Claims of creditors of our
subsidiaries, including trade creditors, will generally have priority as to the
assets of our subsidiaries over our claims.  Additionally,  the  ability of our
Mexican subsidiaries to make payments and distributions to us will  be  subject
to,  among  other  things, Mexican law. In the past, these laws have not had  a
material adverse effect  on  the  ability  of  our Mexican subsidiaries to make
these  payments and distributions. However, laws  such  as  these  may  have  a
material  adverse  effect  on  the  ability of our Mexican subsidiaries to make
these payments and distributions in the future.

Government Regulation.  Regulation, present  and  future,  is a constant factor
affecting our business.

   The chicken and turkey industries are subject to federal,  state  and  local
governmental  regulation,  including  in the health and environmental areas. We
anticipate increased regulation by various agencies concerning food safety, the
use of medication in feed formulations  and the disposal of poultry by-products
and  wastewater  discharges. Unknown matters,  new  laws  and  regulations,  or
stricter interpretations  of existing laws or regulations may materially affect
our business or operations in the future.

Control of Voting Stock.  Voting  control over Pilgrim's Pride is maintained by
Lonnie "Bo" Pilgrim and Lonnie Ken Pilgrim.

   Through a limited partnership of  which  they are the only general partners,
Lonnie "Bo" Pilgrim and his son Lonnie Ken Pilgrim have voting control of 60.8%
of the voting power of our outstanding common  stock.  They  are therefore in a
position to control the outcome of all actions requiring stockholder  approval,
including the election of directors. This ensures their ability to control  the
future  direction and management of Pilgrim's Pride. If Lonnie "Bo" Pilgrim and
certain members  of  his  family cease to own at least a majority of the voting
power of the outstanding common  stock,  it will constitute an event of default
under certain agreements relating to our indebtedness.

Risks Associated with Tax Status.

   Potential payment of deferred taxes may affect our cash flow.

   Before July 2, 1988, we used the cash method  of  accounting  for income tax
purposes. Pursuant to changes in the laws enacted by the Revenue Act  of  1987,
we  were  required  to  change  our method of accounting for federal income tax
purposes from the cash method to  the  accrual method. As a consequence of this
change  in  our accounting method, we were  permitted  to  create  a  "suspense
account" in the  amount  of  approximately  $89.7  million.  The  money  in the
suspense  account represents deferred income arising from our prior use of  the
cash method of accounting.

   Beginning in fiscal 1998, we are generally required to include 1/20th of the
amount in the  suspense  account,  or  approximately  $4.5  million, in taxable
income each year for the next 20 years. As of September 28, 2002,  the  balance
in the suspense account was approximately $64 million. However, the full amount
must  be included in taxable income in any year that Pilgrim's Pride ceases  to
be a "family corporation." We will cease to be a "family corporation" if Lonnie
"Bo" Pilgrim's  family  ceases to own at least 50% of the total combined voting
power of all classes of stock  entitled  to  vote.  If that occurs, we would be
required to recognize the balance of the suspense account in taxable income.

   Currently  there  exists no plan or intention on the  part  of  Lonnie  "Bo"
Pilgrim's family to transfer  enough  Pilgrim's Pride stock so that we cease to
qualify as a family corporation. However,  this  may  happen,  and the suspense
account might be required to be included in our taxable income.

Potential  accrual of deferred taxes may affect our net income and  cash  flow.
The Company  has  not  provided  any 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 28, 2002, the
cumulative  undistributed  earnings  of  these subsidiaries were  approximately
$191.7 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.

Significant Competition.  Competition in the chicken and turkey industries with
other  vertically  integrated  poultry  companies,  especially  companies  with
greater  resources,  may  make  us  unable to  compete  successfully  in  these
industries, which could adversely affect our business.

   The  chicken and turkey industries  are  highly  competitive.  Some  of  our
competitors have greater financial and marketing resources than us. In both the
United States and Mexico, we primarily compete with other vertically integrated
poultry companies.

   In general, the competitive factors in the U.S. poultry industry include:

      *  Price;

      *  Product quality;

      *  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 competition is based on
product quality, brand awareness and customer service.  Further,  there is some
competition  with  non-vertically  integrated  further  processors in the  U.S.
prepared food business.

   In  Mexico,  where product differentiation has traditionally  been  limited,
product quality and  price  have  been  the  most critical competitive factors.
Additionally, 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, and on our Mexican operations in particular.




<PAGE>




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The  consolidated  financial  statements  together  with  the  report  of
independent auditors, and financial statement schedule are included on pages 71
through  95 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

   Certain  information  regarding  our  executive  officers has been presented
   under "Executive Officers" included in Item 1. Business, above.

   Reference is made to the section entitled "Election  of  Directors"  of  the
Company's  Proxy  Statement  for its 2002 Annual Meeting of Stockholders, which
section is incorporated herein by reference.

   Reference is made to the section  entitled "Compliance with Section 16(a) of
the Exchange Act" of the Company's Proxy  Statement for its 2002 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 AND
        RELATED STOCKHOLDER MATTERS

     As of September 28, 2002, the Company did not have any compensation plans
(including individual compensation arrangements) under which equity securities
of the Company are authorized for issuance by the Company.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Additional 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 2002 Annual Meeting of Stockholders.

ITEM 14.  CONTROLS AND PROCEDURES

       An   evaluation  was  performed  under  the  supervision  and  with  the
participation  of  the  Company's  management,  including  the  Chairman, Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness
of the design and operation of the Company's disclosure controls and procedures
within 90 days of the filing date of this Annual Report on Form 10-K.  Based on
that evaluation, the Company's management, including the Chairman, CEO and CFO,
concluded that the Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls or in
other   factors   that  could  significantly  affect  these  internal  controls
subsequent to the date of their evaluation.



                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
   (a)Financial Statements
<S>    <C>

         (1)  The financial statements and schedule 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 92.

   (a)Reports on Form 8-K
         (1)  The Company filed a Form 8-K on July 17, 2002, to report certain
              supplemental historical financial information including quarterly
              information  regarding net sales by primary market line that had
              generally previously only   been reported on an annual basis.

         (1)  The Company filed a Form 8-K on August 8, 2002, attaching two
              exhibits entitled "Statement under Oath of Principal Executive
              Officer" and "Statement Under Oath of Principal Financial Officer",
              that were executed to comply with Securities and Exchange Commission
              Order No. 4-460.

         (2)  The Company filed a Form 8-K on October 15, 2002, to report two press
              releases announcing a voluntary recall of cooked deli products
              produced at its Franconia, Pennsylvania facility.

         (3)  The Company filed a Form 8-K on October 30, 2002, to report certain
              supplemental historical financial information including quarterly
              information regarding net sales by primary market line.

 (c)  Exhibits
</TABLE>

Exhibit Number

<TABLE>
<CAPTION>
<S>   <C>
  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, as amended.*

  3.2 Amended and Restated Corporate Bylaws of Pilgrim's Pride Corporation, a
      Delaware Corporation, effective May 14,1999.

  4.1 Certificate of Incorporation of the Company, as amended (included as Exhibit
      3.1).

  4.2 Amended and Restated Corporate Bylaws of Pilgrim's Pride Corporation, a
      Delaware Corporation, effective May 14, 1999 (included as Exhibit 3.2).

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

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

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

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

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

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

 10.4 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).

 10.5 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).

 10.6 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).

 10.7 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).

 10.8 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).

 10.9 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).

10.10 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).

10.11 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).

10.12 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).

10.13 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).

10.14 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 thereto as lenders, dated
      November 5, 1999 (incorporated by reference from Exhibit 10.23 of the
      Company's Annual Report on Form 10-K for the fiscal year ended October 2,
      1999).

10.15 Guaranty Fee Agreement between Pilgrim's Pride  Corporation  and Pilgrim
      Interests, LTD., dated June 11, 1999 (incorporated by reference from Exhibit
      10.24 of the Company's Annual Report on Form 10-K for the fiscal year ended
      October 2, 1999).

10.16 Heavy Breeder Contract dated October 27, 1999 between Pilgrim's  Pride
      Corporation  and  David  Van  Hoose (Timberlake Farms) (incorporated by
      reference from Exhibit 10.25 of the Company's Annual Report on Form 10-K
      for the fiscal year ended October 2, 1999).

10.17 First Amendment  to the 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
      thereto as lenders, dated November 5, 1999 (incorporated by reference from
      Exhibit 10.27 of the Company's  Quarterly  Report  on Form 10-Q for the three
      months ended December 30, 2000).

10.18 Second Amendment to the 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
      thereto as lenders, dated November 5, 1999 (incorporated by reference from
      Exhibit 10.28  of  the  Company's Quarterly Report on Form 10-Q for the three
      months ended December 30, 2000).

10.19 Second Amended and Restated Credit Agreement between Pilgrim's Pride
      Corporation  and  CoBank,  ACB, individually and as agent and the lenders
      from time to time  parties hereto as lenders, dated November 16, 2000
      (incorporated  by  reference from Exhibit 10.29 of the Company's Quarterly
      Report on Form 10-Q for the three months ended December 30, 2000).

10.20 Commercial Property Lease dated December 29, 2000 between Pilgrim's Pride
      Corporation and Pilgrim Poultry  G.P.  (incorporated by reference from Exhibit
      10.30 of the Company's Quarterly Report on Form 10-Q for the three months
      ended December 30, 2000).

10.21 Revolving  Credit  Agreement,  made  as of September 7, 2001 by and between
      Grupo Pilgrim's Pride Funding S. de R.L. de  C.V., Comerica Bank, and Comerica
      Bank Mexico,  S.A., Institucion de Banca Multiple (incorporated by reference
      from Exhibit 10.27 of the Company's Annual Report on Form 10-K for the fiscal
      year ended September 29, 2001).

10.22 Third Amendment to Second Amended and Restated  Secured  Credit  Agreement
      dated  as of November 5, 1999, as amended, between  Pilgrim's Pride
      Corporation and Harris Trust and Savings Bank, individually and as agent,
      and  the lenders from time to time parties  thereto  as lenders, dated as
      of September 26, 2001 (incorporated by reference from Exhibit 10.28  of
      the  Company's Annual Report on Form 10-K for the fiscal year ended
      September 29, 2001).

10.23 Promissory note dated  January  4,  2002  signed  by  David Van Hoose in
      favor of Pilgrim's Pride Corporation (incorporated by reference from
      Exhibit 10.29 of the Company's Quarterly Report on Form 10-Q for the
      three months ended March 30, 2002).

10.24 Promissory note dated January 4, 2002 signed by Clifford  E.  Butler  in favor
      of Pilgrim's Pride Corporation (incorporated by reference from Exhibit 10.30
      of the Company's Quarterly Report on Form 10-Q for the three months ended
      March 30, 2002).

10.25 Promissory note dated January 4, 2002 signed by Richard A. Cogdill in favor
      of Pilgrim's  Pride Corporation (incorporated by reference from Exhibit 10.31
      of the Company's Quarterly Report on Form 10-Q for the three months ended
      March 30, 2002).

10.26 Promissory  note dated January 4, 2002 signed by Robert L. Hendrix in favor
      of Pilgrim's Pride  Corporation  (incorporated  by reference from Exhibit
      10.32 of the Company's Quarterly Report on Form 10-Q for the three months
      ended March 30, 2002).

10.27 Promissory note dated January 4, 2002 signed by Mike Murray in favor of
      Pilgrim's Pride Corporation (incorporated by reference from Exhibit 10.33
      of the Company's Quarterly Report on Form 10-Q for the three months ended
      March 30, 2002).

10.28 Promissory note  dated  January  4,  2002 signed by O.B. Goolsby, Jr. in
      favor of 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 March 30, 2002).

10.29 Promissory note dated January 4, 2002  signed  by  Lonnie Ken Pilgrim in
      favor of Pilgrim's Pride Corporation (incorporated by reference from
      Exhibit 10.35 of the Company's Quarterly Report on Form 10-Q for the
      three months ended March 30, 2002).

10.30 First Amendment to Amended and Restated Credit Agreement  made  as of
      December 14, 2001 by and among the Company, CoBank, ACB, individually
      and  as agent  for the benefit of the present and future  lenders,
      Farm  Credit Services  of  America,  FLCA, individually and as a
      co-arranger,  and the lenders parties thereto individually
      (incorporated by reference from Exhibit 10.36 of the Company's Quarterly
      Report on Form 10-Q for the three months  ended June 29, 2002).

10.31 Second Amendment to Amended and Restated  Credit  Agreement  made  as  of
      June 17, 2002 by and among the Company, CoBank, ACB, Individually  and  as
      agent  for  the benefit of the present and future lenders,  Farm  Credit
      Services  of  America,  FLCA, individually and as co-arranger, and the
      lenders parties thereto individually (incorporated by reference from Exhibit
      10.37 of the Company's Quarterly Report on Form 10-Q for the three months
      ended June 29, 2002).

10.32 Amendment No. 1 dated as of July 12,  2002  to  Receivables Purchase
      Agreement dated as of June 26, 1998 among Pilgrim's Pride Funding
      Corporation, the Company, Fairway Finance  Corporation (as successor
      in interest to Pooled Accounts Receivable Capital Corporation) and BMO
      Nesbitt Burns Corp. (f/k/a Nesbitt Burns Securities Inc.).*

10.33 Third Amended and Restated Note Purchase Agreement dated  as  of August 30,
      2002 between the Company and John Hancock Life Insurance Company (formerly
      known as John Hancock Mutual Life Insurance Company).*

10.34 Retirement agreement dated November 11, 2002 between Pilgrim's Pride
      Corporation and David Van Hoose.*

10.35 Third Amendment to Amended and Restated Credit Agreement made as of
      October 17, 2002 by  and  among  the Company, CoBank, ACB, individually
      and  as  agent for  the  benefit  of  the  present  and future lenders,
      Farm Credit Services  of America,  FLCA, individually and as co-arranger,
      and the lenders parties thereto individually.*

12    Ratio of Earnings to Fixed Charges for the years ended September 28,  2002,
      September 29, 2001, September 30, 2000, October 2, 1999 and September 26,
      1998.*

21    Subsidiaries of Registrant.*

23    Consent of Ernst & Young LLP.*


    *Filed herewith.

</TABLE>

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 2nd day of December
2002.

                                           PILGRIM'S PRIDE CORPORATION


                                           By:   /S/ Richard A. Cogdill
                                           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         12/5/2002
Lonnie "Bo" Pilgrim                 (Co-Principal Executive Officer)

/s/ Clifford E. Butler
_______________________             Vice Chairman of the Board    12/5/2002
Clifford E. Butler

/s/ David Van Hoose
________________________            Chief Executive Officer       12/5/2002
David Van Hoose                     Director
                                    (Co-Principal Executive Officer)

/s/ Richard A. Cogdill
_______________________             Executive Vice President      12/5/2002
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         12/5/2002
Lonnie Ken Pilgrim                  Director of Transportation
                                    Director

/s/ Charles L. Black
_______________________             Director                      12/5/2002
Charles L. Black

/s/ S. Key Coker
_______________________             Director                      12/5/2002
S. Key Coker

/s/ Vance C. Miller
______________________              Director                      12/5/2002
Vance C. Miller

/s/ James J. Vetter, Jr.
______________________              Director                      12/5/2002
James J. Vetter, Jr.

/s/ Donald L. Wass, Ph.D.
_______________________             Director                      12/5/2002
Donald L. Wass, Ph.D.








<PAGE>






                                CERTIFICATIONS

I, Lonnie "Bo" Pilgrim, certify that:

1. I  have  reviewed  this  annual  report  on  Form  10-K  of Pilgrim's  Pride
   Corporation;

2. Based  on  my  knowledge,  this  annual report does not contain  any  untrue
   statement of a material fact or omit  to  state a material fact necessary to
   make  the statements made, in light of the circumstances  under  which  such
   statements  were  made, not misleading with respect to the period covered by
   this annual report;

3. Based  on  my knowledge,  the  financial  statements,  and  other  financial
   information  included  in this annual report, fairly present in all material
   respects the financial condition,  results  of  operations and cash flows of
   the registrant as of, and for, the periods presented in this annual report;

4. The  registrant's  other  certifying  officers  and I  are  responsible  for
   establishing and maintaining disclosure controls  and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such disclosure controls and procedures to  ensure  that  material
   information   relating   to   the  registrant,  including  its  consolidated
   subsidiaries,  is  made  known  to  us  by  others  within  those  entities,
   particularly  during  the  period in  which  this  annual  report  is  being
   prepared;

b) evaluated the effectiveness  of  the  registrant's  disclosure  controls and
   procedures  as  of  a  date within 90 days prior to the filing date of  this
   annual report (the "Evaluation Date"); and

c) presented in this annual  report  our conclusions about the effectiveness of
   the disclosure controls and procedures  based  on  our  evaluation as of the
   Evaluation Date;

5. The  registrant's other certifying officers and I have disclosed,  based  on
   our most  recent  evaluation,  to  the  registrant's  auditors and the audit
   committee  of  registrant's  board of directors (or persons  performing  the
   equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
   which could adversely affect the  registrant's  ability  to record, process,
   summarize and report financial data and have identified for the registrant's
   auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or  not  material, that involves management  or  other
   employees who have a significant role in the registrant's internal controls;
   and

6. The registrant's other certifying  officers  and  I  have  indicated in this
   annual report whether there were significant changes in internal controls or
   in   other   factors  that  could  significantly  affect  internal  controls
   subsequent to  the  date  of  our  most  recent  evaluation,  including  any
   corrective  actions  with  regard  to  significant deficiencies and material
   weaknesses.
                                  /s/ Lonnie "Bo" Pilgrim
Date:  December 5, 2002
                                  Lonnie "Bo" Pilgrim
                                  Chairman of the Board
                                  Co-Principal Executive Officer




<PAGE>






                                CERTIFICATIONS

I, David Van Hoose, certify that:

1. I  have  reviewed  this  annual  report  on  Form  10-K  of Pilgrim's  Pride
   Corporation;

2. Based  on  my  knowledge,  this  annual report does not contain  any  untrue
   statement of a material fact or omit  to  state a material fact necessary to
   make  the statements made, in light of the circumstances  under  which  such
   statements  were  made, not misleading with respect to the period covered by
   this annual report;

3. Based  on  my knowledge,  the  financial  statements,  and  other  financial
   information  included  in this annual report, fairly present in all material
   respects the financial condition,  results  of  operations and cash flows of
   the registrant as of, and for, the periods presented in this annual report;

4. The  registrant's  other  certifying  officers  and I  are  responsible  for
   establishing and maintaining disclosure controls  and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such disclosure controls and procedures to  ensure  that  material
   information   relating   to   the  registrant,  including  its  consolidated
   subsidiaries,  is  made  known  to  us  by  others  within  those  entities,
   particularly  during  the  period in  which  this  annual  report  is  being
   prepared;

b) evaluated the effectiveness  of  the  registrant's  disclosure  controls and
   procedures  as  of  a  date within 90 days prior to the filing date of  this
   annual report (the "Evaluation Date"); and

c) presented in this annual  report  our conclusions about the effectiveness of
   the disclosure controls and procedures  based  on  our  evaluation as of the
   Evaluation Date;

5. The  registrant's other certifying officers and I have disclosed,  based  on
   our most  recent  evaluation,  to  the  registrant's  auditors and the audit
   committee  of  registrant's  board of directors (or persons  performing  the
   equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
   which could adversely affect the  registrant's  ability  to record, process,
   summarize and report financial data and have identified for the registrant's
   auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or  not  material, that involves management  or  other
   employees who have a significant role in the registrant's internal controls;
   and

6. The registrant's other certifying  officers  and  I  have  indicated in this
   annual report whether there were significant changes in internal controls or
   in   other   factors  that  could  significantly  affect  internal  controls
   subsequent to  the  date  of  our  most  recent  evaluation,  including  any
   corrective  actions  with  regard  to  significant deficiencies and material
   weaknesses.

Date:  December 5, 2002                    /s/ David Van Hoose

                                           David Van Hoose
                                           Chief Executive Officer
                                           Co-Principal Executive Officer








<PAGE>






                                CERTIFICATIONS

I, Richard A. Cogdill, certify that:

1. I  have  reviewed  this  annual  report  on  Form  10-K  of Pilgrim's  Pride
   Corporation;

2. Based  on  my  knowledge,  this  annual report does not contain  any  untrue
   statement of a material fact or omit  to  state a material fact necessary to
   make  the statements made, in light of the circumstances  under  which  such
   statements  were  made, not misleading with respect to the period covered by
   this annual report;

3. Based  on  my knowledge,  the  financial  statements,  and  other  financial
   information  included  in this annual report, fairly present in all material
   respects the financial condition,  results  of  operations and cash flows of
   the registrant as of, and for, the periods presented in this annual report;

4. The  registrant's  other  certifying  officers  and I  are  responsible  for
   establishing and maintaining disclosure controls  and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such disclosure controls and procedures to  ensure  that  material
   information   relating   to   the  registrant,  including  its  consolidated
   subsidiaries,  is  made  known  to  us  by  others  within  those  entities,
   particularly  during  the  period in  which  this  annual  report  is  being
   prepared;

b) evaluated the effectiveness  of  the  registrant's  disclosure  controls and
   procedures  as  of  a  date within 90 days prior to the filing date of  this
   annual report (the "Evaluation Date"); and

c) presented in this annual  report  our conclusions about the effectiveness of
   the disclosure controls and procedures  based  on  our  evaluation as of the
   Evaluation Date;

5. The  registrant's other certifying officers and I have disclosed,  based  on
   our most  recent  evaluation,  to  the  registrant's  auditors and the audit
   committee  of  registrant's  board of directors (or persons  performing  the
   equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
   which could adversely affect the  registrant's  ability  to record, process,
   summarize and report financial data and have identified for the registrant's
   auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or  not  material, that involves management  or  other
   employees who have a significant role in the registrant's internal controls;
   and

6. The registrant's other certifying  officers  and  I  have  indicated in this
   annual report whether there were significant changes in internal controls or
   in   other   factors  that  could  significantly  affect  internal  controls
   subsequent to  the  date  of  our  most  recent  evaluation,  including  any
   corrective  actions  with  regard  to  significant deficiencies and material
   weaknesses.
                                           /s/ Richard A. Cogdill
Date:  December 5, 2002
                                           Richard A. Cogdill
                                           Chief Financial Officer



<PAGE>






                          PILGRIM'S PRIDE CORPORATION
                                 CERTIFICATION
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES
                                     CODE)


Pursuant to section 906 of the Sarbanes-Oxley Act of 2002  (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code),  each  of the
undersigned  officers  of  Pilgrim's  Pride  Corporation, (the "Company"), does
hereby certify, to such officer's knowledge, that:

The Annual Report on Form 10-K for the year ended September 28, 2002 (the "Form
10-K") of the Company fully complies with the  requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, and  information contained in the
Form 10-K fairly presents, in all material respects,  the  financial  condition
and results of operations of the Company.

                                           /s/ Lonnie "Bo" Pilgrim
Date:  December 5, 2002
                                           Lonnie "Bo" Pilgrim
                                           Chairman of the Board
                                           Co-Principal Executive Officer





<PAGE>






                          PILGRIM'S PRIDE CORPORATION
                                 CERTIFICATION
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES
                                     CODE)


Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections  (a) and
(b)  of section 1350, chapter 63 of title 18, United States Code), each of  the
undersigned  officers  of  Pilgrim's  Pride  Corporation, (the "Company"), does
hereby certify, to such officer's knowledge, that:

The Annual Report on Form 10-K for the year ended September 28, 2002 (the "Form
10-K") of the Company fully complies with the  requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, and  information contained in the
Form 10-K fairly presents, in all material respects,  the  financial  condition
and results of operations of the Company.

                                           /s/ David Van Hoose
Date:  December 5, 2002
                                           David Van Hoose
                                           Chief Executive Officer
                                           Co-Principal Executive Officer




<PAGE>





                          PILGRIM'S PRIDE CORPORATION
                                 CERTIFICATION
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES
                                     CODE)


Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections  (a) and
(b)  of section 1350, chapter 63 of title 18, United States Code), each of  the
undersigned  officers  of  Pilgrim's  Pride  Corporation, (the "Company"), does
hereby certify, to such officer's knowledge, that:

The Annual Report on Form 10-K for the year ended September 28, 2002 (the "Form
10-K") of the Company fully complies with the  requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, and  information contained in the
Form 10-K fairly presents, in all material respects,  the  financial  condition
and results of operations of the Company.

Date:  December 5, 2002
                                           /s/Richard A. Cogdill

                                           Richard A. Cogdill
                                           Chief Financial Officer




<PAGE>





REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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

   We  have  audited  the accompanying consolidated balance sheets of Pilgrim's
Pride Corporation and subsidiaries  as  of September 28, 2002 and September 29,
2001, and the related consolidated statements  of income, stockholders' equity,
and cash flows for each of the three years in the  period  ended  September 28,
2002.  Our audits also included the financial statement schedule listed  in the
index  at  Item  15(a).   These  financial  statements  and  schedule  are  the
responsibility  of  the Company's management.  Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.

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

   In  our  opinion, the financial statements referred to above present fairly,
in all material  respects,  the  consolidated  financial  position of Pilgrim's
Pride  Corporation  as of September 28, 2002 and September 29,  2001,  and  the
consolidated results of its operations and its cash flows for each of the three
years in the period ended  September  28,  2002, in conformance with accounting
principles generally accepted in the United  States.  Also, in our opinion, the
related financial statement schedule, when considered  in relation to the basic
financial  statements,  taken  as  a  whole, presents fairly  in  all  material
respects the information set forth therein.



Dallas, Texas                                    Ernst & Young LLP
October 29, 2002,
except for Note J and the first paragraph
of Note C as to which
the date is December 2, 2002





<PAGE>





Consolidated Balance Sheets
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
(In thousands, except share and per share data)       September 28,   September 29,
                                                          2002              2001
<S> <C>                                                <C>     <C>      <C>     <C>
ASSETS
CURRENT ASSETS :
   Cash and cash equivalents                           $    14,913     $    20,916
   Trade accounts and other receivables, less
      allowance for doubtful accounts                       85,347          95,022
   Inventories                                             326,792         314,400
   Other current assets                                     16,866          12,934
        Total Current Assets                               443,918         443,272

OTHER ASSETS                                                21,940          20,067
PROPERTY, PLANT AND EQUIPMENT:
   Land                                                     38,718          36,350
   Buildings, machinery and equipment                    1,039,581         929,922
   Autos and trucks                                         54,609          53,264
   Construction-in-progress                                 30,433          71,427
                                                         1,163,341       1,090,963
   Less accumulated depreciation                           401,309         338,607
                                                           762,032         752,356
                                                        $1,227,890      $1,215,695
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                     $  163,892      $  151,265
   Accrued expenses                                         84,618          78,658
   Current deferred income tax                              12,888           4,900
   Current maturities of long-term debt                      3,483           5,099
        Total Current Liabilities                          264,881         239,922

LONG-TERM DEBT, LESS CURRENT MATURITIES                    450,161         467,242
DEFERRED INCOME TAXES                                      116,911         126,710
MINORITY INTEREST IN SUBSIDIARY                              1,613             889
COMMITMENTS AND CONTINGENCIES                                   --              --

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value,
      authorized 5,000,000 shares; none issued                  --              --
   Common stock - Class A, $.01 par value,
      authorized 100,000,000 shares; and 13,794,529
      shares issued and outstanding in 2002
      and 2001, respectively;                                  138             138
   Common stock - Class B, $.01 par value,
      authorized 60,000,000 shares; 27,589,250 issued
      and outstanding in 2002 and 2001                         276             276
   Additional paid-in capital                               79,625          79,625
   Retained earnings                                       314,626         302,758
   Accumulated other comprehensive income (loss)             1,227            (297)
   Less treasury stock, 271,100 shares                      (1,568)         (1,568)
        Total Stockholders' Equity                         394,324         380,932
                                                        $1,227,890      $1,215,695
</TABLE>


See Notes to Consolidated Financial Statements




Consolidated Statements of Income
Pilgrim's Pride Corporation


<TABLE>
<CAPTION>
(In thousands, except per share data)          Three Years Ended September 28, 2002
<S>    <C>    <C>                               <C>   <C>   <C>    <C>  <C>     <C>
                                                   2002        2001        2000

NET SALES                                       $2,533,718  $2,214,712  $1,499,439
COST AND EXPENSES:
            Cost of sales                        2,368,553   2,000,762   1,333,611
            Selling, general and
               administrative                      135,261     119,408      85,340
                                                 2,503,814   2,120,170   1,418,951
            Operating Income                        29,904      94,542      80,488

OTHER EXPENSES (INCOME):
            Interest expense, net                   32,003      30,775      17,779
            Foreign exchange (gain) loss             1,463         122        (152)
            Miscellaneous, net                      (5,472)        351          75
                                                    27,994      31,248      17,702

INCOME BEFORE INCOME TAXES AND
   EXTRAORDINARY CHARGE                              1,910      63,294      62,786
      INCOME TAX (BENEFIT) EXPENSE                 (12,425)     21,263      10,442
INCOME BEFORE EXTRAORDINARY CHARGE                  14,335      42,031      52,344
EXTRAORDINARY CHARGE, NET OF  TAX                       --         894          --
NET INCOME                                      $   14,335  $   41,137  $   52,344

INCOME PER COMMON SHARE BEFORE EXTRAORDINARY
   CHARGE - BASIC AND DILUTED                   $     0.35  $     1.02  $     1.27
EXTRAORDINARY CHARGE, NET OF  TAX                       --        (.02)         --
NET INCOME PER COMMON SHARE-BASIC AND DILUTED   $     0.35  $     1.00  $     1.27


See Notes to Consolidated Financial Statements
</TABLE>




<PAGE>



Consolidated Statements of Stockholders' Equity
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
( In thousands, except share data)
<S>                            <C>                <C>    <C><C>     <C>   <C>
                               Shares of Common Stock     Total     Additional
                                                           Par       Paid-In
                               Class A        Class B     Value      Capital

Balance at October 2, 1999     13,794,529  27,589,250     $414       $79,625
     Treasury stock purchased    (271,100)
     Net income for year
     Cash dividends declared
          ($.06 per  share)

Balance at September 30, 2000  13,523,429  27,589,250      414        79,625
     Net income for year
     Other comprehensive  income (loss):
     Losses on commodity hedging
     Hedging  losses reclassified as earnings
      Total comprehensive income
      Cash dividends  declared
          ($.06 per  share)

Balance at September 29, 2001  13,523,429  27,589,250     $414       $79,625
     Net income for year
     Other comprehensive  income
     Gains on commodity hedging
     Hedging income reclassified as
        earnings
      Total comprehensive income
    Cash dividends  declared
          ($.06 per  share)

Balance at September 28, 2002  13,523,429  27,589,250     $414       $79,625

<S>                            <C>                <C>      <C>   <C>  <C>   <C>
                                            Accumulated
                                               Other
                                 Retained   Comprehensive   Treasury
                                 Earnings       Loss         Stock       Total
Balance at October 2, 1999       $214,220          --           --    $294,259
     Treasury stock purchased                               (1,568)     (1,568)
     Net income for year           52,344                               52,344
     Cash dividends declared
          ($.06 per  share)        (2,476)                              (2,476)

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

Balance at September 29, 2001     302,758        (297)     (1,568)     380,932
     Net income for year           14,335                               14,335
     Other comprehensive  income
     Gains on commodity hedging                    81                       81
     Hedging income reclassified as
        earnings                                1,443                    1,443
      Total comprehensive income                                        15,858
    Cash dividends  declared
          ($.06 per  share)        (2,467)                              (2,467)

Balance at September 28, 2002    $314,626      $1,227     ($1,568)    $394,324
</TABLE>

See Notes to Consolidated Financial Statements






<PAGE>





Consolidated Statements of Cash Flows
Pilgrim's Pride Corporation

<TABLE>
<CAPTION>
(In thousands)                              Three Years Ended September 28, 2002

<S> <C>                                            <C> <C>     <C><C>   <C> <C>
                                                    2002        2001      2000
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                         $14,335    $41,137    $52,344
Adjustments to reconcile net income to cash
   provided by operating activities:

 Depreciation and amortization                      70,973     55,390    36,027
 (Gain) loss on property disposals                    (149)       301     1,093
 Deferred income taxes                              (1,811)    12,737       444
 Extraordinary charge                                   --      1,434        --
Changes in operating assets and liabilities:
 Accounts and other receivables                      9,675     10,445    34,082
 Inventories                                       (12,392)   (26,952)  (13,202)
 Other current assets                               (3,932)    (4,494)      245
 Accounts payable and accrued expenses              18,587     (1,030)   19,982
 Other                                               2,827     (1,135)     (212)
Cash Provided by Operating Activities               98,113     87,833   130,803

INVESTING ACTIVITIES:
 Acquisitions of property, plant
    and equipment                                 (80,388)   (112,632)  (92,128)
 Business acquisition                                  --    (239,539)       --
 Proceeds from property disposals                   1,426       2,472     2,319
 Other, net                                        (3,497)        571    (6,055)
Cash Used in Investing Activities                 (82,459)   (349,128)  (95,864)

FINANCING ACTIVITIES:
 Borrowing for acquisition                             --     285,070        --
 Repayment on WLR Foods debt                           --     (45,531)       --
 Proceeds from notes payable to banks             214,500     136,000    71,000
 Repayments on notes payable to banks            (214,500)   (136,000)  (71,000)
 Proceeds from long-term debt                     182,950     425,423    20,047
 Payments on long-term debt                      (201,646)   (408,316)  (38,622)
 Purchase of treasury stock                            --          --    (1,568)
 Cash dividends paid                               (2,467)     (2,467)   (2,476)
Cash Provided By (Used In) Financing Activities   (21,163)    254,179   (22,619)

Effect of exchange rate changes on cash and
   cash equivalents                                  (494)        (28)       37

Increase (decrease) in cash and cash
   equivalents                                     (6,003)     (7,144)   12,357
Cash and cash equivalents at beginning of year     20,916      28,060    15,703

CASH AND CASH EQUIVALENTS AT END OF YEAR          $14,913     $20,916   $28,060

SUPPLEMENTAL DISCLOSURE INFORMATION:
 Cash paid during the year for:
   Interest (net of amount capitalized)           $35,234     $26,948   $17,178
   Income taxes                                  ($ 4,839)    $ 7,255   $13,258

   See Notes to Consolidated Financial Statements
</TABLE>






<PAGE>
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
September 28, 2002



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Pilgrim's Pride Corporation (referred to  herein  as "the Company", "we", "us",
"our", or similar terms) is the second largest producer  of poultry in both the
United States and Mexico.  In the United States, we produce  both  prepared and
fresh  chicken  and  turkey,  while  in  Mexico,  we  produce exclusively fresh
chicken.  Through vertical integration, we control the  breeding,  hatching and
growing  of chickens and turkeys and the processing and preparation,  packaging
and sale of our product lines.

Our  prepared  chicken  products  include  portion-controlled  breast  fillets,
tenderloins  and  strips,  delicatessen  products,  salads,  formed nuggets and
patties and bone-in chicken parts.  These products are sold either refrigerated
or frozen and may be fully cooked, partially cooked or raw.  In addition, these
products are breaded or non-breaded and either pre-marinated or non-marinated.

The  Company  also sells fresh chicken products to the foodservice  and  retail
markets.  Our fresh chicken products consist of refrigerated (non-frozen) whole
or cut-up chicken,  either  pre-marinated  or  non-marinated,  and pre-packaged
chicken,  which  includes  various combinations of freshly refrigerated,  whole
chickens and chicken parts.

Our prepared turkey products  include  products such as turkey sausages, ground
turkey,  turkey  hams and roasts, ground turkey  breast  products,  salads  and
flavored turkey burgers.   We  also  have an array of cooked, further processed
deli  products.   Effective  November 13,  2002  we  are  no  longer  producing
frankfurters, although we continue to sell frankfurters produced by others.

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

On January 27, 2001, we acquired  WLR  Foods,  Inc. (formerly Nasdaq: WLRF) for
$239.5  million  and  the  assumption  of $45.5 million  of  indebtedness.  The
purchase price and refinancing were provided  by  borrowings  on  the Company's
existing  secured  term  borrowing facility (see Note C).  WLR operations  have
been included since the acquisition  on  January  27, 2001.  The acquisition is
being accounted for under the purchase method of accounting  and  the  purchase
price  has  been  allocated  based  on  the  estimated fair value of assets and
liabilities.



<PAGE>
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
September 28, 2002



PRO FORMA FINANCIAL INFORMATION

The  following unaudited pro forma financial information  for  the  year  ended
September  29, 2001 has been presented as if the acquisition of WLR Foods, Inc.
had occurred  as  of  the  beginning  of  fiscal 2001.  The pro forma financial
information does not necessarily reflect what  the  results of operations would
have  been  if the acquisition had been completed at the  beginning  of  fiscal
2001.  In addition,  certain  reclassifications  have  been  made  to  the  WLR
historical  financial  statements  to  conform  to the presentation used by the
Company.

<TABLE>
<CAPTION>
In thousands, except per share data              Year ended
<S>                                            <C>      <C>
                                                    2001

Net Sales                                       $2,479,259
Operating Income                                    99,128
Interest Expense, Net                               39,790
Income Before Taxes                                 58,607
Income before Extraordinary Charge                  39,171
Net Income                                          38,277

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

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

PRINCIPLES OF CONSOLIDATION

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

The Company reports on the basis of a 52/53-week fiscal year, which ends on the
Saturday closest to September 30.  As a result, 2002, 2001 and 2000 each had 52
weeks.

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

REVENUE RECOGNITION

Revenue  is  recognized upon shipment or upon  transfer  of  ownership  of  the
product to the  customer  and  is  recorded  net, estimated incentive offerings
including  special  pricing  agreements,  promotions   and  other  volume-based
incentives.  Revisions to these estimates are charged to  income  in the period
in which the facts that give rise to the revision become known.

ALLOWANCE FOR DOUBTFUL ACCOUNTS.  We maintain allowances for doubtful  accounts
reflecting  estimated  losses resulting from the inability of our customers  to
make  required payments.   The  accounts  receivable  balances  and  review  of
significant  past  due  accounts.   If the financial condition of our customers
were  to deteriorate, resulting in an  impairment  of  their  ability  to  make
payments, additional allowances may be required.

CASH EQUIVALENTS

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

INVENTORIES

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

PROPERTY, PLANT AND EQUIPMENT

Property, plant  and  equipment  is  stated  at cost.  Depreciation is computed
using the straight-line method over the estimated useful lives of these assets.
Depreciation expense was $69.6 million, $54.4  million  and  $34.7  million  in
2002,  2001  and  2000,  respectively.   Estimated  useful  lives for building,
machinery and equipment is 5 years to 33 years and for automobiles  and  trucks
is 3 years to 5 years.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of (SFAS 121), the Company records impairment charges on long-lived
assets  used  in  operations  when  events  and circumstances indicate that the
assets  may  be  impaired  and  the undiscounted cash  flows  estimated  to  be
generated by those assets are less  than  the  carrying amount of those assets.
The impairment charge is determined based upon the amount the net book value of
the assets exceeds their fair market value.  In  making  these  determinations,
the Company utilizes certain assumptions, including, but not limited  to:   (i)
estimated fair market value of the assets, and (ii) estimated future cash flows
expected  to  be  generated  by  these  assets,  which  are based on additional
assumptions such as asset utilization, length of service the asset will be used
in the Company's operations and estimated salvage values.

ACCRUED  SELF INSURANCE.  Insurance expense for casualty claims  and  employee-
related health  care  benefits  are  estimated  using historical experience and
actuarial  estimates.   Stop-loss  coverage  is  maintained  with  third  party
insurers to limit the Company's total exposure.  The  assumption used to arrive
at  periodic  expenses  is reviewed regularly by management.   However,  actual
expenses could differ from  these  estimates and could result in adjustments to
be recognized.

INCOME TAXES.  We account for income  taxes  in  accordance  with SFAS No. 109,
Accounting  for  Income  Taxes,  which  requires that deferred tax  assets  and
liabilities be recognized for the effect  of  temporary differences between the
book and tax bases of recorded assets and liabilities.   Taxes are provided for
international  subsidiaries  based  on  the assumption that these  earning  are
indefinitely reinvested in the Company and  within  individual companies and as
such  taxes are not provided in the U.S. or local jurisdiction  that  would  be
required  in  the  event  of distribution of these earnings.  SFAS No. 109 also
requires that deferred tax  assets be reduced by a valuation allowance if it is
more likely than not that some  portion  or  all of the deferred tax asset will
not be realized.  We review the recoverability  of  any  tax assets recorded on
the  balance  sheet,  primarily  operating loss carryforwards,  based  on  both
historical and anticipated earnings  levels  of  the  individual operations and
provided  a  valuation  allowance when it is more likely than  not  that  these
amounts will not be recovered.

ACCUMULATED OTHER COMPREHENSIVE INCOME

Statement  of  Accounting  Standards   No.   133;   Accounting  for  Derivative
Instruments  and Hedging Activities ("SFAS 133"), was  adopted  on  October  1,
2000.  No transitional  impact  resulted  from  the  adoption of SFAS 133.  The
Company  recognizes  all  derivatives  on  the  balance sheet  at  fair  value.
Derivatives that are not hedges are adjusted to fair  value through income.  If
the derivative is a hedge, changes in the fair value of  derivatives are offset
against  the  change in fair value of the hedged assets, liabilities,  or  firm
commitments through  earnings or recognized in other comprehensive income until
the hedged item is recognized  in  earnings.   The  ineffective  portion  of  a
derivative's  change  in  fair value is immediately recognized in earnings.  No
significant ineffectiveness  was recognized in 2002.  The Company evaluates the
effectiveness  of  the  risk  reduction   and  correlation  criteria  based  on
forecasted  future purchases (primarily corn  and  soybean)  and  continues  to
evaluate the effectiveness of the hedge until the transaction is closed.

As  of  September   28,   2002   and  September  29,  2001,  accumulated  other
comprehensive income consisted exclusively  of  mark-to-market  adjustments  on
commodity future contracts.  Comprehensive income for the years ended September
28,  2002  and  September  29,  2001 was net of the related tax expense of $738
thousand, and benefit of $179 thousand, respectively.



<PAGE>
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
September 28, 2002



NET INCOME PER COMMON SHARE

Net income per share is based on  the  weighted  average  number  of  shares of
common  stock  outstanding  during  the  year.  The weighted average number  of
shares outstanding (basic and diluted) and  per-share  amounts  included herein
were 41,112,679 in 2002 and 2001 and 41,289,142 in 2000.

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)              		  2002 	      	   2001
<S>                          		<C>    <C>   	 <C>   <C>
Chicken:
   Live chicken and hens    		$106,450     	 $97,073
   Feed, eggs and other       		  57,854     	  77,970
   Finished chicken products  		  73,494     	  70,493
                             		 237,798     	 245,536
Turkey:
   Live turkey and hens       		  29,140      	  30,694
   Feed, eggs and other     		  12,871     	   3,906
   Finished turkey products 		  46,983     	  34,264
                             		  88,994     	  68,864
     Total Inventory        		$326,792     	$314,400
</TABLE>

NOTE C - NOTES PAYABLE AND LONG-TERM DEBT

At  September  28, 2002, the Company maintained  $130.0  million  in  revolving
credit facilities,  $30 million of which related to our Mexican Operations, and
$400.0 million in a secured  revolving/term  borrowing facility in the U.S. and
Mexico.   The  $400.0 million revolving/term borrowing  facility  provides  for
$285.0  million  and  $115.0  million  of  10  year  and  7  year  commitments,
respectively.  Borrowings under these facilities are split pro rata between the
10 year and 7 year maturities as they occur.  The credit facilities provide for
interest at rates  ranging  from  LIBOR plus five-eighths percent to LIBOR plus
two and three-quarters percent, depending  upon  the  Company's  total  debt to
capitalization   ratio.    Interest  rates  on  debt  outstanding  under  these
facilities at September 28,  2002  ranged  from  LIBOR plus one and one-quarter
percent to LIBOR plus two.  These facilities are secured by inventory and fixed
assets;  the  $30  million facility in Mexico is secured  by  Mexican  accounts
receivables, inventories  and  certain  fixed  assets  Borrowings against these
facilities  are  subject  to the availability of collateral,  and  no  material
adverse change provisions.  At September 28, 2002, $115.9 million was available
under the revolving credit  facilities,  including $30.0 million in Mexico, and
$209.0 million was available under the term  borrowing facilities.  At December
2,  2002  we  had  $76.1 million available under revolving  credit  facilities,
$180.0 million available  under  the revolving/term borrowing facility and cash
on hand of $81.3 million compared  to  $14.9 million at September 28, 2002, due
primarily to advances subsequent to year  end  on the various facilities, for a
total  liquidity  of  $337.4 million at December 2,  2002  compared  to  $339.8
million at September 28, 2002.

Annual maturities of long-term  debt for the five years subsequent to September
28, 2002 adjusted to consider the  subsequent  borrowing  are:   2003  --  $3.4
million;  2004  --  $3.7 million; 2005 -- $17.9 million; 2006 -- $23.8 million;
and 2007 -- $25.3 million.

In  August  2002,  the Company  consolidated  several  notes  payable  from  an
insurance company with  fixed  interest  rates ranging from 7.11% to 9.45% into
one note with a fixed interest rate of 6.68%  and  extended the maturities from
2006  to  2012.  The consolidation did not result in any  gain  or  loss  being
recognized.

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  of  its  new  sewage  and  solid  waste
disposal facilities  at a poultry by-products plant to be built in Camp County,
Texas.  The Company is  not  required to borrow the full amount of the proceeds
from the bonds.  All amounts borrowed  from  these  funds  will be due in 2029.
The  amounts the Company borrows will be reflected as debt when  received  from
the Camp  County  Industrial  Development  Corporation.   The interest rates on
amounts  borrowed  will closely follow the tax-exempt commercial  paper  rates.
Presently, there are no borrowings outstanding under these bonds.

On August 9, 2001, the  Company issued $200.0 million in senior unsecured notes
with an interest rate of  9  5/8% maturing on September 15, 2011.  The proceeds
from  the  note  offering were used  to  redeem  the  remaining  $90.8  million
outstanding of our  10 7/8% senior subordinated notes due 2003.  The balance of
the  proceeds  was  used   to  reduce  outstanding  under  our  $400.0  million
revolving/term borrowing facility.   As  a  result of the Company's decision to
retire all of the 10 7/8% Senior Subordinated  Notes  due 2003, the Company has
recorded an extraordinary loss of $894,000, net of a tax  benefit  of  $539,000
for the year ended September 29, 2001.

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, except those in its  turkey
segment, are pledged as collateral on its long-term debt and credit facilities.
The Mexico credit facility  is  secured by accounts receivable, inventories and
certain fixed assets.

Total interest was $40.4 million, $38.9 million and $21.7 million in 2002, 2001
and 2000, respectively.  Interest  related  to  new construction capitalized in
2002,  2001  and  2000  was  $6.0  million,  $7.2  million  and  $3.3  million,
respectively.

<TABLE>
<CAPTION>
Long-term debt consists of the following:
<S>                                             <C>   <C> <C>  <C>  <C>   <C>
(In thousands)                                    Final      2002     2001
                                                 Maturity
Senior unsecured notes, interest at 9 5/8%         2011   $200,000   $200,000
Revolving term/credit facility - 10 year
   tranche at LIBOR plus 2.00%
   payable monthly                                 2009    136,087    124,688
Note payable to an insurance company at 6.68%
   payable Monthly                                 2012     60,958     65,474
Revolving term/credit facility - 7 year
   tranche at LIBOR plus 1.75% payable monthly     2006     54,913     50,313
Notes payable to a bank at LIBOR plus
   1.25 to 1.50                                    2004         --     30,000
Other notes payable                             Various      1,686      1,866
                                                           453,644    472,341
Less current maturities                                      3,483      5,099
                                                          $450,161   $467,242
</TABLE>

The fair value of long-term debt, at September 28, 2002  and September 29, 2001
based upon quoted market prices for the same or similar issues  where available
or by using discounted cash flow analysis, was approximately $456.6 million and
$469.6 million, respectively.

NOTE D - INCOME TAXES

Income  before  income  taxes  after allocation of certain expenses to  foreign
operations for 2002, 2001 and 2000  was ($7.3) million, $57.8 million and $32.7
million, respectively, for U.S. operations  and  $9.2 million, $5.5 million and
$30.0 million, respectively, for foreign operations.  The provisions for income
taxes are based on pre-tax financial statement income.

Effective January 1, 2002, the Mexican Congress passed  the  Mexican tax reform
(the "Reform") legislation, which eliminated the previous tax  exemption  under
Simplified  Regime  for the Company's Mexico subsidiaries.  The Reform requires
the Company's Mexico  subsidiaries  to  calculate  and  pay  taxes  under a new
simplified  regime  pursuant  to Mexico's income tax laws beginning January  1,
2002, subject to certain transitional  provisions.   The  primary  transitional
provision  was  an  exit  calculation,  which  generated  a  net operating loss
carryforward for Mexican income tax purposes.

As  a  result  of  the  Reform,  the  Company  recognized  a  tax  benefit   of
approximately  $11.9  million  during  fiscal  2002,  primarily  to reflect the
benefit  of the net operating loss carryforward for Mexican tax purposes.   The
components of income tax expense (benefit) are set forth below:





<TABLE>
<CAPTION>
(In thousands)                2002         2001        2000
<S>                      <C>    <C>     <C>   <C>    <C>   <C>
Current:
   Federal               ($11,570)       $6,045      $ 9,239
   Foreign                  1,712         1,594          138
   State and other           (756)          348          621
                          (10,614)        7,987        9,998
Deferred                   (1,811)       12,737          444
                         ($12,425)      $20,724      $10,442
</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>
                                           2002    2001    2000
<S>                                     <C> <C>   <C> <C> <C> <C>
Federal income tax rate                   35.0%    35.0%   35.0%
State tax rate, net                      (16.6)     2.4     1.4
Difference in U.S. statutory tax rate and
   Mexico's effective tax rate           (42.6)    (3.9)  (19.8)
Change in Mexico Tax Law                (626.3)
                                        (650.5)%   33.5%   16.6%
</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)                              2002       2001
<S>                                       <C> <C>    <C> <C>

Deferred tax liabilities:
   Property and equipment                 $ 115,364 $ 97,667
   Inventories                               37,917   27,926
   Prior use of cash accounting              24,188   26,625
   Other                                     11,666    2,419
      Total deferred tax liabilities        189,135  154,637
Deferred tax assets:
   Net operating losses                      44,821       --
   Expenses deductible in different years    22,148   23,027
      Total deferred tax asset               66,969   23,027
    Valuation allowance                       7,633       --
         Net deferred tax liabilities      $129,799 $131,610
</TABLE>

The Company has not  provided  any  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  28, 2002, the
cumulative  undistributed  earnings  of  these  subsidiaries were approximately
$191.7 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.

The  valuation  allowance  reflects  the  portion  of  the net operating losses
attributable to certain of the Company's Mexico subsidiaries  that currently do
not have significant operations and, accordingly, such losses are  expected  to
expire unutilized.

The  Mexican  tax operating loss carryforwards expire in the years ranging from
2008 through 2012.

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 $2.4 million and $3.9 million
at September 28, 2002 and September 29, 2001, respectively.

On June 26, 1998, the Company  entered  into an Asset Sale Agreement to sell up
to $60.0 million of accounts receivable.   In  connection  with  the Asset Sale
Agreement,  the  Company  sells,  on  a  revolving basis, certain of its  trade
receivables (the "Pooled Receivables") to  a special purpose corporation wholly
owned by the Company, which in turn sells a  percentage  ownership  interest to
third  parties.   At September 28, 2002 and September 29, 2001, an interest  in
these Pooled Receivables of $58.5 million had been sold to third parties and is
reflected as a reduction to accounts receivable during each period.  This sales
agreement expires on  June  30,  2003.   If  this  facility  is not replaced or
extended, the Company will likely use its revolving/term borrowing  facility to
provide  this  liquidity.   These  transactions have been recorded as sales  in
accordance with FASB Statement No. 140,  Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of  Liabilities.   The  gross  proceeds
resulting from the sale are included in cash flows from operating activities in
the  Consolidated  Statements  of  Cash  Flows.   Losses  on  these  sales were
immaterial.

NOTE F - COMMON STOCK

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

During fiscal 2000, the Company repurchased 271,100  shares  of  Class A common
stock at a total cost of $1.6 million.  There was no repurchase of stock during
fiscal 2001 or fiscal 2002.




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,  $3.7  million and $2.3 million in 2002,
2001 and  2000, respectively.

NOTE H - RELATED PARTY TRANSACTIONS

The major stockholder of the Company owns an egg  laying  and a chicken growing
operation.  In addition, at certain times during the year the major stockholder
purchases from the Company live chickens and hens and certain  feed inventories
during the grow-out process and then contracts with the Company  to  resell the
birds  at  maturity,  determined on a market based formula price subject  to  a
ceiling price calculated at his cost plus 2%.  During the years ended September
28, 2002, September 29,  2001  and September 30, 2000 the formula resulted in a
net  operating  profit  (loss)  to  the   major   stockholder   of  ($428,000),
$1,103,000 and $100,000, respectively.

Transactions with related entities are summarized as follows:

<TABLE>
<CAPTION>
(In thousands)                       2002         2001        2000
<S>                                 <C> <C>     <C> <C>     <C> <C>
Contract egg grower fees to
   major stockholder               $    --      $ 1,537     $ 5,100
Lease payment on commercial egg
   property to major stockholder         750        564          --
Chick, feed and other
   sales to major stockholder         44,857     38,771      31,879
Live chicken purchases from
   major stockholder                  44,429     39,784      31,979
Loan guaranty fees                     2,615      3,142         795
Lease payments on airplane               396        396         396
</TABLE>

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

The Company pays fees to  the  Company's  major  stockholder  in return for the
major  stockholder's  personal  guarantee  on certain debt obligations  of  the
Company.

The Company leases an airplane from its major  stockholder  under  an operating
lease  agreement that is renewable annually.  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 2002, 2001 and 2000.  Operating expenses were
$212,520, $234,066, and $127,680 in 2002, 2001 and 2000, respectively.

The Company maintains depository accounts with a financial institution in which
the Company's major stockholder  is  also  a major stockholder.    Fees paid to
this bank in 2002, 2001 and 2000 are insignificant,  and  as  of  September 28,
2002   the   Company  had  bank  balances  at  this  financial  institution  of
approximately $3.5 million.

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

NOTE I - COMMITMENTS

The  Consolidated  Statements  of Income include rental expense  for  operating
leases of approximately $28.1 million, $28.7 million and $22.4 million in 2002,
2001 and 2000, respectively.  The  Company's  future  minimum lease commitments
under non-cancelable operating leases are as follows:   2003  -- $31.7 million;
2004  -- $20.9 million; 2005 -- $15.8 million; 2006 -- $13.9 million;  2007  --
$11.4 million and thereafter $10.5 million.

At September  28,  2002,  the  Company  had  $14.1 million in letters of credit
outstanding relating to normal business transactions.

NOTE J - CONTINGENCIES

In August of 2000, four of our current and/or  former  employees filed the case
of "Betty Kennell, et al. v. Wampler Foods, Inc." in the United States District
Court  for  the  Northern  District  of  West  Virginia, claiming  we  violated
requirements of the Fair Labor Standards Act.  The suit alleged Pilgrim's Pride
failed to pay employees for all hours worked.  The  suit generally alleged that
(1)  employees should be paid for time spent to put on,  take  off,  and  clean
certain  personal  gear at the beginning and end of their shifts and breaks and
(2) the use of a master  time  card  or  production  "line"  time  fails to pay
employees  for  all  time  actually worked.  Plaintiffs seek to recover  unpaid
wages plus liquidated damages  and  legal  fees.  Approximately 150 consents to
join  as  plaintiffs  were  filed  with  the court  by  current  and/or  former
employees.  No trial date has been set.  To  date,  only  limited discovery has
been  performed.   Neither  the  likelihood of an unfavorable outcome  nor  the
amount  of  ultimate liability, if any,  with  respect  to  this  case  can  be
determined at  this  time.   We  do  not  expect  this  matter, individually or
collectively, to have a material impact on our financial  position,  operations
or liquidity.

On August 20, 1999, the former WLR Foods brought legal action as a plaintiff in
an  antitrust  lawsuit  filed  in  the  U.S.  District Court in Washington D.C.
alleging  a  world-wide  conspiracy by approximately  34  named  defendants  to
control production capacity and raise prices of common vitamins such as A, B-4,
C, and E.  The Company, as  successor  to WLR Foods in this suit, received $9.5
million in fiscal 2002 in partial settlement  of  its  claims,  $4.3 million of
which  was  recorded by the Company as a component of "Other Expense  (Income):
Miscellaneous,  Net"  in fiscal 2002 as the recovery amount received during the
period exceeded the $5.2  million  recovery  amount recorded at the time of the
acquisition of WLR Foods.  The initial estimate  of  the  amount  that would be
recovered  under  the WLR Foods claims was based on the ratio of recoveries  to
vitamin purchases that was inherent in similar claims settled by the Company in
fiscal 2001 on substantially  similar  claims.   To  date,  claims  related  to
approximately  one-third  of the WLR Foods affected vitamin purchases have been
settled by or on behalf of  the former WLR Foods, which settlements resulted in
payments to the Company or the  former  WLR  Foods,  Inc. of $11.0 million.  No
assurances can be made regarding the likelihood or timing of future settlements
or whether or not future recoveries, if any, will be proportionally  less than,
equal to or greater than these previous recovery amounts.

In  October  2002  a  limited  number  of  USDA  samples  from  our  Franconia,
Pennsylvania  plant  tested  positive for Listeria. As a result, we voluntarily
recalled all cooked deli products  produced  at  the  plant  from  May  1, 2002
through  October  11,  2002.   The  amount of product covered by the recall was
approximately 7% of our annual turkey  production and less than 1% of our total
poultry  production.  As an additional precautionary  measure,  we  immediately
suspended  operations at our Franconia facility to redouble our food safety and
sanitation efforts.  No  illnesses  associated  with  the  Listeria strain in a
Northeastern outbreak have been linked to any of our products.   Our  Franconia
facility  has  been  reviewed  and  inspected  by  the USDA and was reopened on
November 13, 2002.  As the recall occurred in early  fiscal  2003,  it  did not
have  any  significant  impact  on  our consolidated financial statements as of
September  28, 2002. In addition, we carry  insurance  designed  to  cover  the
direct recall  related  expenses  and  certain  aspects of the related business
interruption caused by the recall, and subject to  the insurer's reservation of
rights, we have received a $4 million advance payment  from  our  insurer  with
respect  to the product recall claim.  The Company believes that the recall and
its direct  effects  will not have a material impact on our financial position,
results of operations,  or  liquidity  after  considering  available  insurance
coverage.   However,  there  will  likely be differences between the accounting
periods  in  which  certain recall effects  are  realized  and  when  insurance
recoveries are received,  and  there  can be no assurances as to our ability to
re-establish the products and sales affected by the recall.

As a result of the recall, on November  4,  2002,  an  individual who allegedly
consumed  our  meat  products  filed  a putative class action  lawsuit  in  the
Philadelphia County Court of Common Pleas  in the Commonwealth of Pennsylvania.
Plaintiff allegedly contracted Listeriosis.  The case is styled Frank Niemtzow,
individually and on behalf of all others similarly situated, v. Pilgrim's Pride
Corporation and Wampler Foods, Inc.  The complaint  seeks recovery on behalf of
a putative class of all persons that purchased and/or  consumed  meat  products
manufactured  at the Company's Franconia, Pennsylvania facility between May  1,
2002, and October 11, 2002, who have suffered an injury.  This class represents
all individuals  who  have suffered Listeriosis and symptoms of Listeriosis and
other medical injuries.   Plaintiff also seeks to represent a putative class of
all persons that purchased  and/or  consumed  meat products manufactured at the
Company's Franconia, Pennsylvania facility between  May 1, 2002 and October 11,
2002,  who  have  not  suffered  any  personal  injury.   The  complaint  seeks
compensatory  and  punitive  damages  under  theories  of  negligence,  alleged
violation  of  the  Pennsylvania  Unfair  Trade  Practices  Act  and   Consumer
Protection Law, strict liability in tort, and unjust enrichment.  The time  for
responding  to  the  complaint  has  not  yet  arrived.   We  intend  to defend
vigorously  both  certification  of  the  case  as a class action and questions
concerning  ultimate  liability and damages, if any.   No  discovery  has  been
conducted to date.  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.  After considering  our  available insurance coverage,
we  do  not  expect  this  matter to have a material impact  on  our  financial
position, operation or liquidity.

On March 12, 2002 an outbreak  of  low-pathogenic  avian  influenza,  a disease
contagious to turkey, chicken and other birds, was discovered in Virginia.   As
a result we have destroyed a significant amount of poultry affected as a result
of  the  virus.   No  new flocks have tested positive for the presence of avian
influenza in Virginia since  July  2,  2002  and  the Company believes that the
outbreak  has been contained.  We currently estimate  that  production  in  our
turkey operation  will be significantly reduced over the next six months due to
the effects of this  viral  outbreak.   On  June  19,  2002,  U.S. Secretary of
Agriculture  Ann Veneman proposed to the Office of Management and  Budget  that
the U.S. Department  of  Agriculture  cover  one-half  of  the  total estimated
economic  loss  suffered  by  the  poultry industry and independent growers  in
Virginia  due  to  the  avian  influenza   outbreak.   Secretary  Veneman  also
recommended that the government of Virginia cover the remaining portion.  It is
our  understanding  that,  as  part  of  her  proposal,  Secretary  Veneman  is
suggesting  that  independent  chicken  and turkey  growers  are  to  be  fully
compensated for their losses first and that the remainder is to be allocated to
other  poultry producers (including us) whose  flocks  were  destroyed  by  the
virus.   On  November  4,  2002 the Department of Agriculture made public their
estimate of total federal compensation  at  $51  million,  with  growers  being
compensated  $13.9  million  and  owners  being  compensated $37.1 million.  No
assurance can be given as to the amount of federal  compensation  that  we  may
receive  or  that  any  state  agencies  will  in fact provide further economic
assistance to the poultry growers and producers affected by the avian influenza
outbreak in Virginia.  No anticipated recoveries  have  been  recorded by us as
our portion of the compensation has not yet been determined.  In the event that
state  agencies do decide to grant economic assistance to the affected  poultry
growers  and producers, it is impossible at this time to estimate how the state
agencies would  allocate  any  such assistance between affected poultry growers
and producers whose flocks were destroyed by the virus.

On  June  7, 2001, the Company brought  legal  action  as  a  plaintiff  in  an
antitrust lawsuit  filed in the U.S. District Court in San Francisco alleging a
world-wide conspiracy  by  defendant  suppliers  and producers of methionine to
control  production  capacity  and  raise  prices of methionine.   The  Company
estimates that it was overcharged by approximately  $50  million  in connection
with  the  alleged conspiracy and expects the litigation of this matter  to  be
resolved during  calendar  year  2003.  No assurances can be made regarding the
likelihood or timing of future awards or settlements.

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

NOTE K - FINANCIAL INSTRUMENTS

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

At  September  28,  2002,  the  Company held the following commodity  contracts
consisting of delivery contracts  settling  between  October  2002 and December
2003.  The  following table provides information about the Company's  financial
instruments that is sensitive to changes in commodity prices:

<TABLE>
<CAPTION>
Dollars in thousands, except per unit contract/strike prices
<S>                       <C> <C>  <C>        <C>  <C>              <C> <C> <C>
                                                   Weighted Average   Fair Value
                          Units    Notional Amount Contract/Strike Price   Gain
Hedging Position:
  Long positions in corn  Bushels    2,645,000            $2.53           $50

  Long positions in
     Soybean Meal         Tons          30,000           $149.7          $667
</TABLE>

NOTE L - BUSINESS SEGMENTS

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

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

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



The following table presents certain information regarding our segments:

<TABLE>
<CAPTION>
                                                  FISCAL YEAR ENDED
<S>                                <C> <C>           <C> <C>         <C> <C>
                                  SEPTEMBER 28, SEPTEMBER 29,   SEPTEMBER 30,
                                      2002           2001            2000
                                                   (IN THOUSANDS)
NET SALES TO CUSTOMERS:
Chicken and Other Products:
   United States                     $1,842,749      $1,652,199      $1,192,077
   Mexico                               342,851         323,678         307,362
          Sub-total                   2,185,600       1,975,877       1,499,439
Turkey                                  348,118         238,835              --
          Total                      $2,533,718      $2,214,712      $1,499,439
OPERATING INCOME:
Chicken and Other Products:
   United States                    $    32,663    $     78,096    $     45,928
   Mexico                                17,064          12,157          34,560
          Sub-total                      49,727          90,253          80,488
Turkey                                  (19,823)          4,289              --
          Total                     $    29,904    $     94,542    $     80,488
DEPRECIATION AND AMORTIZATION: (B)
Chicken and Other Products:
     United States                   $   47,528    $     38,155    $     24,444
     Mexico                              13,526          11,962          11,583
          Sub-total                      61,054          50,117          36,027
Turkey                                    9,919           5,273              --
          Total                      $   70,973    $     55,390    $     36,027
TOTAL ASSETS:
Chicken and Other Products:
     United States                  $   769,561     $   764,073
     Mexico                             241,281         247,681
          Sub-total                  $1,010,842       1,011,754
Turkey                                  210,576         203,941
          Total                      $1,221,418      $1,215,695
CAPITAL EXPENDITURES: (A)
Chicken and Other Products
   United States                     $   65,775    $     80,173
   Mexico                                 7,934          29,425
          Sub-total                      73,709         109,598
Turkey                                    6,679           3,034
          Total                      $   80,388      $  112,632
</TABLE>

(a)Excludes business acquisition  cost of $239,539, incurred in connection with
the acquisition of WLR Foods on January 27, 2001.

(b)Includes amortization of capitalized  financing  costs of approximately $1.4
million, $0.9 million and $1.2 million in fiscal  years  2002,  2001 and 2000,
respectively.

As  of  September  28,  2002,  the  Company  had net assets in Mexico of $226.4
million.  There were no customers representing 10% or more of revenue in fiscal
2002  and  2001.  During 2000 revenue from one customer  represented  13.5%  of
consolidated net sales.

NOTE M - QUARTERLY RESULTS

Quarterly Results (Unaudited)
<TABLE>
<CAPTION>
(In thousands, except per share data)             Year ended September 28, 2002
<S>                     <C> <C>     <C>   <C>    <C>  <C>    <C>   <C>  <C> <C>
                        First       Second(a)    Third(b)    Fourth(a)  Fiscal
                        Quarter      Quarter      Quarter     Quarter    Year

Net sales               $656,030    $600,753    $637,116    $639,819 $2,533,718
Gross profit              57,865      28,631      47,000      31,670    165,166
Operating income (loss)   23,330      (4,372)     14,046      (3,100)    29,904
Net income (loss)         12,991       1,252       3,266      (3,174)    14,335
Per Share:
   Net income (loss)        0.32        0.03        0.08       (0.08)      0.35
   Cash dividends          0.015       0.015       0.015       0.015      0.060
</TABLE>

<TABLE>
<CAPTION>
(In thousands, except per share data)             Year ended September 28, 2002
<S>                     <C> <C>     <C>   <C>    <C>  <C>    <C>   <C>  <C> <C>
                        First       Second(a)    Third(b)    Fourth(a)  Fiscal
                        Quarter      Quarter      Quarter     Quarter    Year
Net sales              $386,032     $541,593     $645,836    $641,251 $2,214,712
Gross profit             47,166       29,216       75,625      61,943    213,950
Operating income (loss)  23,211       (5,272)      45,486      31,117     94,542
Income (loss) before
   extraordinary charge  12,737       (9,802)      25,267      13,829     42,031
Extraordinary charge,
  net of tax                 --           --           --         894        894
Net income (loss)        12,737       (9,802)      25,267      12,934     41,137
Per Share:
  Net income (loss)         .31         (.24)         .61         .32       1.00
   Cash dividends          .015         .015         .015        .015        .06

(a)    Includes tax  benefit  of  $9.7 million in the second quarter and $2.2
       million in the fourth quarter resulting from the change in the Mexico tax
       law.  See Note D.

(b)    Includes settlement from vitamin lawsuit of $4.3 million.  See Note J

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



<PAGE>








<TABLE>
<CAPTION>
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES

<S>           <C>  <C>             <C>   <C>   <C>   <C>    <C>   <C>
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

              Col. A                   Col. B              Col. C
                                                       ADDITIONS
                                   Balance at
                                   Beginning      Charged to     Charged to
                                                      Costs         Other
DESCRIPTION                        of Period      and Expenses    Accounts
                                                                  Describe

Year ended September 28, 2002:
  Reserves and allowances deducted
    from asset accounts:
      Allowance for doubtful accounts
                                  $3,961,000        $(506,000)   $     --

Year ended September 29, 2001:
  Reserves and allowances deducted
    from asset accounts:
      Allowance for doubtful
         accounts                 $4,086,000       $1,132,000   $      --

Year ended September 30, 2000:
  Reserves and allowances deducted
    from asset accounts:
      Allowance for doubtful
         accounts                 $4,703,000       $(611,000)   $      --

<S>           <C>  <C>                   <C>    <C>       <C>        <C>
              Col. A                        Col. D          Col. E


                                         Deductions-      Balance at end
DESCRIPTION                                Describe          of Period


Year ended September 28, 2002:
  Reserves and allowances deducted
    from asset accounts:
      Allowance for doubtful accounts   $1,111,000(1)        $ 2,344,000

Year ended September 29, 2001:
  Reserves and allowances deducted
    from asset accounts:
      Allowance for doubtful accounts   $1,257,000(1)        $ 3,961,000

Year ended September 30, 2000:
  Reserves and allowances deducted
    from asset accounts:
      Allowance for doubtful accounts   $    6,000(1)        $ 4,086,000




(1)Uncollectable accounts written off, net of recoveries.
</TABLE>


                                  EXHIBIT 12
                          PILGRIM'S PRIDE CORPORATION

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


<TABLE>
<CAPTION>
                                                 Year Ended
<S>                               <C>       C>  <C>      <C>  <C>      <C>
                                  SEPTEMBER 28, SEPTEMBER 29, SEPTEMBER 30,
                                       2002          2001          2000
                                    (amounts in thousands, except ratio)
EARNINGS:

Income before income taxes
      and extraordinary charge         $1,910      $63,294        $62,786
Add:  Total fixed charges
      (see below)                      49,801       48,406         29,168

      Less:  Interest Capitalized       6,014        7,153          3,313

      Total Earnings                  $45,697     $104,547        $88,641

FIXED CHARGES:

      Interest (1)                     40,444      $38,852        $21,712

Portion of rental expense representative of the
      interest factor (2)               9,357        9,554          7,456

      Total fixed charges             $49,801      $48,406        $29,168

Ratio of earnings to fixed
          charges                        (3)          2.16           3.04


                                                  Year Ended
<S>                               <C>       C>  <C>      <C>  <C>      <C>
                                     OCTOBER 2,    SEPTEMBER 26,
                                        1999           1998
                                  (amounts in thousands, except ratio)
EARNINGS:

Income before income taxes
      and extraordinary charge        $90,904      $56,522
Add:  Total fixed charges
      (see below)                      26,706       27,987

      Less:  Interest Capitalized       2,032        1,675

      Total Earnings                 $115,578      $82,834

FIXED CHARGES:

      Interest (1)                   $ 20,889      $23,239

Portion of rental expense representative of the
      interest factor (2)               5,817        4,748

      Total fixed charges            $ 26,706      $27,987

Ratio of earnings to fixed
          charges                        4.33         2.96

(1)  Interest includes amortization of capitalized financing fees.
(2)  One-third of rental expenses is assumed to be representative of
     the interest factor.
(3)  Earnings were insufficient to cover fixed charges by $4,104.

</TABLE>




<PAGE>









                    EXHIBIT 21- SUBSIDIARIES OF REGISTRANT

1.                COMERCIALIZADORA DE CARNES DE MEXICO S.A. DE C.V.
2.                COMPANIA INCUBADORA HIDALGO S.A. DE C.V.
3.                INMOBILIARIA AVICOLA PILGRIM'S PRIDE, S. DE R.L.
4.                PILGRIM'S PRIDE S.A. DE C.V.
5.                GALLINA PESADA S.A. DE C.V.
6.                PILGRIM'S PRIDE FUNDING CORPORATION
7.                PILGRIM'S PRIDE INTERNATIONAL INC.
8.                PPC OF DELAWARE BUSINESS TRUST
9.                PILGRIM'S PRIDE MKTG, LTD.
10.               PILGRIM'S PRIDE AFFORDABLE HOUSING CORPORATION
11.               GRUPO PILGRIM'S PRIDE FUNDING HOLDINGS S. DE R.L. DE C.V.
12.               GRUPO PILGRIM'S PRIDE FUNDING S. DE R.L. DE C.V.
13.               ROCKINGHAM POULTRY, INC. (FOREIGN SALES CORP.)
14.               VALLEY RAIL SERVICE, INC.
15.               PILGRIM'S PRIDE OF NEVADA, INC.
16.               PILGRIM'S PRIDE DUTCH FUNDING B.V.
17.               DALLAS REINSURANCE COMPANY, LTD
18.               NACRAIL LLC
19.               SERVICIOS ADMINISTRATIVOS PILGRIM'S PRIDE S.A. DE C.V.
20.               FOOD PROCESSORS WATER COOPERATIVE INC.



<PAGE>




                                  EXHIBIT 23

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 3-12043, Form S-8 No. 333-74984 and Form S-3 No. 333-84861) of
Pilgrim's Pride Corporation, and in the related Prospectuses, of our report
dated October 29, 2002, except for Note J and the first paragraph of Note C, as
to which the date is December 2, 2002, with respect to the consolidated
financial statements and schedule of Pilgrim's Pride Corporation included in
this Annual Report (Form 10-K) for the year ended September 28, 2002.

                                                       ERNST & YOUNG LLP




Dallas, Texas
December 2, 2002