SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549


                                 FORM 8-K

                              CURRENT REPORT
                       ____________________________


                      PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number 1-6085

                             November 3, 2000
             Date of Report (Date of earliest event reported)
                       ____________________________



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


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


                       ____________________________

                            page 1 of 41 pages


      ITEM 5.  OTHER EVENTS

      As previously reported in the registrant's Form 10-K for the year
      ended  December  25,  1999,  on February  7,  2000,  the  company
      acquired   Corporate  Brand  Foods  America,  Inc.  ("CBFA"),   a
      privately  held  processor  and  marketer  of  meat  and  poultry
      products  for  the  retail  and  foodservice  markets.   In   the
      transaction,  which was accounted for as a pooling of  interests,
      IBP  issued 14.4 million common shares for all of the outstanding
      stock   of   CBFA.   The  company  is  filing  certain  financial
      information, including the restated audited consolidated  balance
      sheets  of  the Company as of December 25, 1999 and December  26,
      1998   and  the  restated  audited  consolidated  statements   of
      earnings,  changes in redeemable stock, stockholders' equity  and
      comprehensive income, and cash flows for each of the three  years
      in  the period ended December 25, 1999, together with the related
      Management's  Discussion and Analysis of Financial Condition  and
      Results  of  Operations  of the Company, which  give  retroactive
      effect to the merger of CBFA. The company is filing certain financial
      information, including the restated audited consolidated balance
      sheets of the Company as of December 25, 1999 and December 26, 1998
      and the restated audited consolidated statements of earnings, changes
      in redeemable stock, stockholders' equity and comprehensive income,
      and cash flows for each of the three years in the period ended
      December 25, 1999, together with the related Management's Discussion
      and Analysis of Financial Condition and Results of Operations of the
      Company, which give retroactive effect to the merger of CBFA.


      ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

      a)   Supplemental Consolidated Selected Financial Data, Supplemental
          Consolidated Financial Statements and noted thereto, Supplemental
          Consolidated Management's Discussion and Analysis of Financial
          Condition and Results of Operations, and Supplemental Financial
          Statement Schedules (restated to give effect to merger accounted
          for as pooling of interests).

          Supplemental Selected Financial Data

          Supplemental Financial Statements

            Consolidated  Balance  Sheets  -  December  25,  1999   and
            December 26, 1998

            Consolidated Statements of Earnings - Years ended  December
            25, 1999, December 26, 1998, and December 28, 1997

            Consolidated  Statements of Changes  in  Redeemable  Stock,
            Common  Stockholders'  Equity and  Comprehensive  Income  -
            Years  ended  December  25, 1999, December  26,  1998,  and
            December 28, 1997

            Consolidated  Statements  of  Cash  Flows  -  Years   ended
            December  25,  1999, December 26, 1998,  and  December  28,
            1997

            Notes to Consolidated Financial Statements

            The  supplementary  data  regarding  quarterly  results  of
            operations   set  forth  in  Note  P.  "Quarterly   Results
            (Unaudited)"

            Supplemental  Management's  Discussion  and   Analysis   of
            Financial Condition and Results of Operations

          Independent Auditors' Report

          Schedule II - Supplemental Valuation and Qualifying Accounts

      b)  Exhibits

          Consent of PricewaterhouseCoopers LLP
          Exhibit 27.1  Restated Financial Data Schedule
          Exhibit 27.2  Restated Financial Data Schedule
          Exhibit 27.3  Restated Financial Data Schedule
                                          IBP, INC.

      November 3, 2000                   By:
                                             /s/ Larry Shipley
                                             -----------------------
                                             Chief Financial Officer


Selected Financial Data
-----------------------
(in thousands, except net sales and per share data)
<TABLE>
                                             52 Weeks Ended
                        ----------------------------------------------------------
                          Dec. 25,    Dec. 26,   Dec. 27,    Dec. 28,   Dec. 30,
                            1999        1998       1997        1996       1995
                        ----------------------------------------------------------
<S>                        <C>         <C>        <C>        <C>        <C>
OPERATIONS:
Net sales (in millions)  $   14,635 $   13,277 $   13,446 $   12,539 $   12,668
Gross profit              1,003,728    737,534    471,427    443,582    604,068
Selling, general
 and administrative
 Expenses                   445,606    344,596    233,541    120,674    123,972
Earnings from
 Operations                 558,122    392,938    237,886    322,908    480,096

Interest expense, net        67,816     57,571     44,173      3,373     20,784

Income taxes                173,642    127,577     73,739    120,800    179,200
Extraordinary loss (1)         -       (14,815)      -          -       (22,189)
(1)

Net earnings                316,664    192,975    119,974    198,735    257,923

PER SHARE DATA:
Earnings per diluted
 share -
 Earnings before
  extraordinary item          $2.94      $1.95      $1.18      $2.07      $2.92
 Extraordinary loss (1)         -         (.14)       -          -         (.23)
 Net earnings                  2.94       1.81       1.18       2.07       2.69

Dividends per share
 share                          .10        .10        .10        .10        .10

FINANCIAL CONDITION:
Working capital          $  157,632 $  251,254 $  218,400 $  540,903 $  427,241

Total assets              4,151,292  3,313,019  2,971,512  2,174,495  2,027,601

Long-term obligations       789,861    761,182    635,006    260,008    260,752

Stockholders' equity      1,717,102  1,408,619  1,243,847  1,203,655  1,022,939

 (1)  Extraordinary loss on early extinguishment of debt, net of applicable
      income taxes.
</TABLE>

                        IBP, inc. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
              (In thousands, except share and per share data)

                                                    December      December
                                                       25,           26,
                                                      1999          1998
                                                    --------      --------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                       $   33,294    $   28,829
  Marketable securities                                 -            1,400
  Accounts receivable, less allowance for
    doubtful accounts of $17,797 and $13,110         853,234       635,215
  Inventories (Note B)                               619,977       454,897
  Deferred income tax benefits (Note E)               60,820        55,110
  Prepaid expenses                                    21,138        14,513
                                                   ---------     ---------
    TOTAL CURRENT ASSETS                           1,588,463     1,189,964
                                                   ---------     ---------
PROPERTY, PLANT AND EQUIPMENT, at cost:
  Land and land improvements                         124,053       109,600
  Buildings and stockyards                           694,212       581,129
  Equipment                                        1,373,054     1,156,793
                                                   ---------     ---------
                                                   2,191,319     1,847,522
  Accumulated depreciation and amortization         (960,391)     (857,606)
                                                   ---------     ---------
                                                   1,230,928       989,916
  Construction in progress                           131,837       168,256
                                                   ---------     ---------
                                                   1,362,765     1,158,172
                                                   ---------     ---------
OTHER ASSETS:
  Goodwill, net of accumulated amortization
    of $189,395 and $160,908                       1,054,839       826,866
  Other                                              145,225       138,017
                                                   ---------     ---------
                                                   1,200,064       964,883
                                                   ---------     ---------
                                                  $4,151,292    $3,313,019
                                                   =========     =========
LIABILITIES, REDEEMABLE STOCK AND
 STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses (Note D)  $  731,066    $  629,836
  Notes payable to banks (Note C)                    542,060       140,967
  Federal and state income taxes                     138,910       152,122
  Deferred income taxes (Note E)                       3,361         1,818
  Other                                               15,434        13,967
                                                   ---------     ---------
    TOTAL CURRENT LIABILITIES                      1,430,831       938,710
LONG-TERM OBLIGATIONS (Notes C and F)                789,861       761,182
DEFERRED CREDITS AND OTHER LIABILITIES:
  Deferred income taxes (Note E)                       8,762        25,057
  Other                                              160,172       149,559
                                                   ---------     ---------
                                                     168,934       174,616
                                                   ---------     ---------

REDEEMABLE STOCK                                      44,564        29,892
                                                   ---------     ---------
STOCKHOLDERS' EQUITY:
  Common stock                                         4,964         4,964
  Additional paid-in capital                         404,463       409,564
  Retained earnings                                1,375,590     1,070,930
  Accumulated other comprehensive income              (8,600)      (16,456)
  Treasury stock, at cost                            (59,315)      (60,383)
                                                   ---------     ---------
    TOTAL STOCKHOLDERS' EQUITY                     1,717,102     1,408,619
                                                   ---------     ---------
                                                  $4,151,292    $3,313,019
                                                   =========     =========

See notes to consolidated financial statements.


                        IBP, inc. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                   (In thousands, except per share data)

                                              52 Weeks Ended
                               --------------------------------------------
                               December 25,    December 26,    December 27,
                                   1999            1998            1997
                               ------------    ------------    ------------

Net sales (Note A)              $14,635,036    $13,276,708     $13,446,498
Cost of products sold            13,631,308     12,539,174      12,975,071
                                 ----------     ----------      ----------
Gross profit                      1,003,728        737,534         471,427

Selling, general and
  administrative expenses           445,606        344,596         233,541
                                 ----------     ----------      ----------

Earnings from operations            558,122        392,938         237,886

Interest:
  Incurred                          (81,989)       (70,011)        (56,172)
  Capitalized                         8,589          7,976           6,933
  Income                              5,584          4,464           5,066
                                 ----------     ----------      ----------
                                    (67,816)       (57,571)        (44,173)
                                 ----------     ----------      ----------

Earnings before income taxes
  and extraordinary item            490,306        335,367         193,713

Income taxes (Note E)               173,642        127,577          73,739
                                 ----------     ----------      ----------
Earnings before extraordinary
  Item                              316,664        207,790         119,974

Extraordinary loss on early
  extinguishment of debt,
  less applicable taxes
  (Note F)                            -            (14,815)           -
                                 ----------     ----------      ----------
Net earnings                    $   316,664    $   192,975     $   119,974
                                 ==========     ==========      ==========

Earnings per share (Note K):
  Earnings before
    extraordinary item                $3.25          $2.13           $1.25
  Extraordinary item                    -             (.16)            -
                                       ----           ----            ----
  Net earnings                        $3.25          $1.97           $1.25
                                       ====           ====            ====

Earnings per share - assuming dilution:
  Earnings before extraordinary
    item                              $2.94          $1.95           $1.18
  Extraordinary item                    -             (.14)            -
                                       ----           ----            ----
  Net earnings                        $2.94          $1.81           $1.18
                                       ====           ====            ====


See notes to consolidated financial statements.




                           IBP, inc. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
                      (in thousands, except per share data)

<TABLE>
                                       Total                                Accumulated
                             Redeem-   Stock-           Additional             Other
                              able     holders'   Common   Paid-in   Retained Comprehensive Treasury
                              Stock    Equity     Stock    Capital   Earnings    Income      Stock
                             --------------------------------------------------------------------------
<S>                         <C>      <C>          <C>     <C>       <C>        <C>
Balances, December 28, 1996 $    -  	$1,203,655   $ 4,750 $ 427,456 $  779,199 $      (32) $ (7,718)
                                         ---------
Comprehensive income:
 Net earnings                              119,974                        119,974
 Other comprehensive income:
  Foreign currency
   translation adjustments                  (6,082)                                   (6,082)
                                         ---------
Comprehensive income                       113,892
                                         ---------
Dividends declared on common
 stock, $.10 per share                      (9,249)                        (9,249)
Shares issued                  16,695        4,500       214     4,286
Restricted stock expense          250
Dividends on preferred stock      652         (652)                          (652)
Accretion of preferred stock       30          (30)                           (30)
Treasury shares purchased                  (73,915)                                             (73,915)
Treasury shares delivered under
 employee stock plans                        5,646             (20,504)                          26,150
                             --------    ---------    ------  --------   ---------  ---------
Balances, December 27, 1997 $  17,627   $1,243,847   $ 4,964 $ 411,238 	$  889,242 $   (6,114) $(55,483)
                                         ---------

Comprehensive income:
 Net earnings                              192,975                         192,975
 Other comprehensive income:
  Foreign currency
   translation adjustments		   (10,342)                                   (10,342)
                                         ---------
Comprehensive income                       182,633
                                         ---------
Dividends declared on common
 stock, $.10 per share                      (9,246)                         (9,246)
Dividends on preferred stock    1,719       (1,719)                         (1,719)
Restricted stock expense          700
Accretion of redeemable stock     322         (322)                           (322)
Redeemable shares issued        9,524
Treasury shares purchased                  (12,370)                                             (12,370)
Treasury shares delivered under
 employee stock plans                        5,796              (1,674)      7,470
                             --------    ---------    ------  --------   ---------  ---------   -------
Balances, December 26, 1998 $  29,892   $1,408,619   $ 4,964 $ 409,564 	$1,070,930 $  (16,456) $(60,383)
                                         ---------
Comprehensive income:
 Net earnings                              316,664                         316,664
 Other comprehensive income:
  Foreign currency
   translation adjustments                   7,856                                      7,856
                                         ---------
Comprehensive income                       324,520
                                         ---------
Dividends declared on common
 stock, $.10 per share                      (9,230)                         (9,230)
Accretion of redeemable stock     356         (356)                           (356)
Restricted stock expense        2,316
Dividends on preferred stock    2,418       (2,418)                         (2,418)
Redeemable stock issued        10,000
Redeemable stock repurchased     (418)
Treasury shares purchased                   (6,170)                                               (6,170)
Treasury shares delivered under
 employee stock plans           2,137                           (5,101)                            7,238
                             --------    ---------    ------  --------   ---------  ----------   -------
Balances, December 25, 1999 $  44,564   $1,717,102   $ 4,964 $ 404,463 	$1,375,590 $    (8,600) $(59,315)
                             ========    =========    ======  ========   =========  ==========   =======
</TABLE>

See notes to consolidated financial statements.


                        IBP, inc. AND SUBSIDIARIES
                   CONOSLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
<TABLE>
                                                         52 Weeks Ended
                                         ----------------------------------------------
                                         December 25,     December 26,     December 27,
                                             1999            1998              1997
                                         ------------     ------------     ------------
                                                  Inflows (outflows)
<S>                                      <C>               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings                             $  316,664       $  192,975       $  119,974
                                           ---------        ---------        ---------
 Adjustments to reconcile net earnings
 to cash flows from operations:
  Depreciation and amortization              125,515          110,249           97,890
  Amortization of intangible assets           31,163           28,924           18,562
  Restricted stock compensation                2,316              700              250
  Fixed assets impairment write-downs         29,351             -                -
  Deferred income tax (benefit) provision     (2,497)          (5,169)             726
  Extraordinary loss on extinguishment
   of debt                                      -              14,815             -
  Working capital changes, net of
   effects of acquisitions:
   Accounts receivable                      (164,704)         (28,399)         (21,786)
   Inventories                              (111,835)         (22,967)          (9,358)
   Accounts payable and accrued
    Liabilities                               49,212           70,099          (14,018)
  Other adjustments, net                      22,607           10,206           14,511
                                           ---------        ---------        ---------
                                             (18,872)         178,458           86,777
                                           ---------        ---------        ---------
Net cash flows provided by
 operating activities                        297,792          371,433          206,751
                                           ---------        ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash acquired         (504,420)        (181,887)        (389,369)
 Capital expenditures                       (208,781)        (183,040)        (137,539)
 Proceeds from disposals of marketable
  securities                                  20,800          257,721          403,723
 Purchases of marketable securities          (19,400)        (250,954)        (237,243)
 Investment in life insurance contracts       (7,759)         (38,000)          (4,000)
 Other investing activities, net                (148)            (875)          10,830
                                           ---------        ---------        ---------
 Net cash flows used in investing
  activities                                (719,708)        (397,035)        (353,598)
                                           ---------        ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                 317,964          121,210          279,995
 Net change in checks in process of
  clearance                                   20,576          (29,464)          (7,715)
 Purchase of treasury stock                   (6,170)         (12,370)         (73,915)
 Principal payments on long-term
  obligations                                (10,977)        (118,360)        (216,894)
 Proceeds from issuance of long-term debt    100,800           49,773          132,187
 Proceeds from sale of stock and warrants      9,582            7,944           15,195
 Premiums paid on early retirement of
  debt                                          -             (20,636)            -
 Other financing activities, net              (7,092)         (12,994)          (4,548)
                                           ---------        ---------        ---------
 Net cash flows provided by (used in)
  financing activities                       424,683          (14,897)         124,305
                                           ---------        ---------        ---------
 Effect of exchange rate on cash and
  cash equivalents                             1,698           (1,548)            (746)
                                           ---------        ---------        ---------
 Net change in cash and cash equivalents       4,465          (42,047)         (23,288)
 Cash and cash equivalents at beginning
  of year                                     28,829           70,876           94,164
                                           ---------        ---------        ---------
 Cash and cash equivalents at end of year $   33,294       $   28,829       $   70,876
                                           =========        =========        =========
</TABLE>
See notes to consolidated financial statements.

                        IBP, inc. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS ENDED DECEMBER 25, 1999, DECEMBER 26, 1998
          -------------------------------------------------------
                           AND DECEMBER 27, 1997
                           ---------------------
     Columnar amounts in thousands, except share and per share amounts

     A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
          -------------------------------------------

           PRINCIPLES  OF CONSOLIDATION - All subsidiaries are  wholly-
     owned   and   are  consolidated  in  the  accompanying   financial
     statements.  All material intercompany balances, transactions  and
     profits have been eliminated.

           On  February  7, 2000, the company acquired Corporate  Brand
     Foods  America, Inc. ("CBFA") through an exchange of shares.   The
     business  combination was accounted for as a pooling of interests.
     These  historical  financial statements of the company  have  been
     restated  to  give effect to the above acquisition as  though  the
     companies had operated together from the beginning of the earliest
     period presented.

           MANAGEMENT'S 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  dates  of
     the  financial statements and the reported amounts of revenues and
     expenses  during  the  reporting periods.   Actual  results  could
     differ from those estimates.

           FISCAL YEAR - IBP's fiscal year ends on the last Saturday of
     the calendar year.  Fiscal years 1999, 1998 and 1997 all consisted
     of 52 weeks.

           EXPORT  SALES  - In 1999, 1998 and 1997, net  export  sales,
     principally to customers in Asia and also to destinations  in  the
     Americas  and Europe, amounted to $1.7 billion, $1.6  billion  and
     $1.7 billion, respectively.

           STATEMENT  OF CASH FLOWS - For purposes of the statement  of
     cash   flows,   management  considers  all  highly   liquid   debt
     instruments purchased with original maturities of three months  or
     less  to  be  cash equivalents.  Such investments are  carried  at
     cost, which approximates fair value.

          DERIVATIVE INSTRUMENTS - To manage interest rate and currency
     exposures,  the  company  uses interest rate  swaps  and  currency
     forward contracts. IBP specifically designates interest rate swaps
     as   hedges   of   debt   instruments  and   recognizes   interest
     differentials  as adjustments to interest expense  in  the  period
     they  occur.  Gains and losses related to foreign currency  hedges
     of  firmly  committed transactions are deferred and are recognized
     in income when the hedged transaction occurs.

          To manage its commodity exposures, the company uses commodity
     futures,  options  and forward contracts.  These  instruments  are
     used  primarily in forward purchases of livestock and, to a lesser
     extent, forward sales of products.  The company accounts for these
     instruments as hedges of specific lots of livestock or  sales  and
     any  gain  or  loss is not recognized until the hedged transaction
     occurs.

           Livestock  hedging gains or losses are included in  cost  of
     products  sold  while  forward  sales  hedging  transactions   are
     recorded in net sales.  Cash flows related to derivative financial
     instruments  are classified in the statement of cash  flows  in  a
     manner consistent with those of transactions being hedged.

           MARKETABLE SECURITIES - Marketable securities are classified
     as  available  for sale, are highly liquid and are  purchased  and
     sold  on a short-term basis as part of IBP's management of working
     capital.   Such  securities  consist of auction  market  preferred
     stock,  which  management does not intend to hold  more  than  one
     year,   and  tax-exempt  securities  and  commercial  paper   with
     maturities  of  less  than  one year.  Marketable  securities  are
     carried at cost, which approximates fair value.

           INVENTORIES  - Inventories are valued on the  basis  of  the
     lower of first-in, first-out cost or market.

           PROPERTY, PLANT AND EQUIPMENT - Depreciation is provided for
     property, plant and equipment on the straight-line method over the
     estimated  useful  lives of the respective classes  of  assets  as
     follows:

                Land improvements..................8 to 20 years
                Buildings and stockyards..........10 to 40 years
                Equipment..........................3 to 12 years

           Leasehold improvements, included in the equipment class, are
     amortized  over the life of the lease or the life  of  the  asset,
     whichever is shorter.

           GOODWILL  -  Goodwill is amortized on a straight-line  basis
     generally over 40 years.

           IMPAIRMENT  OF LONG-LIVED ASSETS - The company  reviews  the
     carrying  value of its long-lived assets (including goodwill)  for
     impairment  whenever  events or changes in circumstances  indicate
     that  the carrying amount may not be recoverable.  Measurement  of
     any  impairment  is  based on estimated future  undiscounted  cash
     flows  attributable to the assets.  In the event such  cash  flows
     are not expected to be sufficient to recover the carrying value of
     the  assets,  the assets are written down to their estimated  fair
     values.   During  1999,  the company wrote  down  $30  million  of
     impaired  long-lived assets, including $15 million in  the  fourth
     quarter 1999.  These write-downs, which were classified in cost of
     products  sold,  were  primarily  attributable  to  the  company's
     decision to exit its cow boning business.

           FOREIGN  CURRENCY TRANSLATION - The translation  of  foreign
     currency into U.S. dollars is performed for balance sheet accounts
     using  the  current exchange rate in effect at the  balance  sheet
     date  and  for  revenue  and expense accounts  using  the  average
     exchange  rate  during the period.  The gains or losses  resulting
     from  translation  are included in stockholders' equity.  Exchange
     adjustments  resulting from foreign currency  transactions,  which
     were  not  material in any of the years presented,  are  generally
     recognized in net earnings.

          ACCOUNTING CHANGES -     In June 1999, Statement of Financial
     Accounting  Standard ("SFAS") No. 137 was issued,  which  deferred
     the  effective  date for SFAS No. 133, "Accounting for  Derivative
     Instruments and Hedging Activities" and is effective no later than
     the  first  quarter  of  fiscal 2001.  Based  upon  the  company's
     current  level  of derivatives activity, management  expects  that
     this  standard will not materially affect the company's  financial
     position or results of operations.

           COMPREHENSIVE INCOME - Comprehensive income consists of  net
     earnings and foreign currency translation adjustments.  Management
     considers  its foreign investments to be permanent in  nature  and
     does  not  provide  for taxes on currency translation  adjustments
     arising  from converting the investment in a foreign  currency  to
     U.S.  dollars.  There were no reclassification adjustments  to  be
     reported in the periods presented.

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

     B.   INVENTORIES:
          ------------
          Inventories are comprised of the following:

                                   December 25,  December 26,
                                       1999          1998
                                   ------------  ------------
       Product inventories:
         Raw materials              $ 57,385      $ 40,754
         Work in process              84,505        70,643
         Finished goods              243,495       171,878
                                     -------       -------
                                     385,385       283,275
       Livestock                     137,300        89,321
       Supplies                       97,292        82,301
                                     -------       -------
                                    $619,977      $454,897
                                     =======       =======

     C.   CREDIT ARRANGEMENTS:
          --------------------
           At  December  25,  1999,  IBP had in  place  four  committed
     revolving  credit  facilities totaling $659 million  in  potential
     borrowings. The primary facilities were a $500 million  multi-year
     credit  facility (the "Multi-Year Facility") and  a  $100  million
     revolving  promissory note (the "Promissory Note"). Two  revolvers
     in  place  at  CBFA  at  December 25, 1999  with  $59  million  in
     borrowing capacity were terminated on February 7, 2000.  From time
     to time, IBP also used uncommitted lines of credit for some or all
     of its short-term borrowing needs.

           The  Multi-Year  Facility  is a revolving  facility  with  a
     maturity  date of December 20, 2000. Facility fees can  vary  from
     .085  to  .200  of  1% on the total amount of  the  facility.  The
     Promissory Note was extended on May 1, 1999 and matures  on  April
     30, 2000.

           In  January 2000, the company increased its revolving credit
     capacity  by $300 million via a one-year facility with  two  major
     financial  institutions.  Credit terms were similar  to  those  in
     existing credit facilities.

          There were total borrowings of $538 million outstanding under
     the  revolving  facilities at December 25, 1999, $320  million  of
     which  was classified as current liabilities.  IBP also  had  $133
     million  of  short-term borrowings outstanding  at  year-end  1999
     under  uncommitted credit lines.  The remaining $218 million under
     revolving  facilities  was  classified  as  non-current   in   the
     consolidated  balance sheet.  The interest rate  at  December  25,
     1999 on the non-current portion was 6.9%.

           During  fiscal 1999, the maximum amount of borrowings  under
     all of IBP's credit arrangements, including any amounts considered
     non-current,  was  $786 million.  Average borrowings  under  IBP's
     credit  arrangements and the weighted average interest rate during
     fiscal  1999  were  $606  million and 5.5%.  The  comparable  1998
     figures  were  average borrowings of $437 million and  an  average
     interest rate of 5.8%.

           IBP's credit facility agreements contain certain restrictive
     covenants  which, among other things, (1) require the  maintenance
     of  a  minimum debt service coverage ratio; and (2) provide for  a
     maximum funded debt ratio.

     D.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
          --------------------------------------
          Accounts payable and accrued expenses are comprised of the
     following:

                                    December 25,  December 26,
                                        1999          1998
                                    ------------  ------------
       Accounts payable, principally
         trade creditors              $300,189      $247,605
                                       -------       -------
       Checks in process of clearance  122,754       101,888
                                       -------       -------
       Accrued expenses:
         Employee compensation          98,586        87,725
         Employee benefits              47,274        37,139
         Property and other taxes       25,587        24,809
         Marketing costs                23,541        18,663
         Other                         113,135       112,007
                                       -------       -------
                                       308,123       280,343
                                       -------       -------
                                      $731,066      $629,836
                                       =======       =======

     E.   INCOME TAXES:
          -------------
          Income tax expense consists of the following:
                                 1999       1998       1997
                              --------   --------   --------
       Current:
         Federal               $151,845   $119,831   $ 74,364
         State                   21,194     13,555      3,949
         Foreign                  3,100       (640)    (5,300)
                                -------    -------    -------
                                176,139    132,746     73,013
                                -------    -------    -------
       Deferred:
         Federal                 (5,015)    (5,550)     2,700
         State                     (107)       531        251
         Foreign                  2,625       (150)    (2,225)
                                -------    -------    -------
                                 (2,497)    (5,169)       726
                                -------    -------    -------
                               $173,642   $127,577   $ 73,739
                                =======    =======    =======

           Total income tax expense varies from the amount which  would
     be  provided  by  applying the U.S. federal  income  tax  rate  to
     earnings   before  income  taxes.  The  major  reasons  for   this
     difference (expressed as a percentage of pre-tax earnings) are  as
     follows:

                                   1999     1998     1997
                                 -------- -------- --------
          Federal income tax rate  35.0%    35.0%    35.0%
          State income taxes, net
            of federal benefit      2.8      2.9      1.8
          Settlement of federal
            audit issues           (2.8)      -        -
          Foreign tax items        (1.6)    (1.3)    (1.9)
          Goodwill amortization     1.5      1.8      2.5
          Other, net                0.5     (0.4)     0.7
                                   ----     ----     ----
                                   35.4%    38.0%    38.1%
                                   ====     ====     ====

           Management  reached  a  settlement with  the  U.S.  Internal
     Revenue  Service ("IRS") on audit issues related to  fiscal  years
     1989,  1990  and 1991.  The IRS is currently examining  the  years
     1992  through 1996.  In management's opinion, adequate  provisions
     for income taxes have been made for all years.
           Deferred income tax liabilities and assets were comprised of
     the following:


                                           December 25,      December 26,
                                               1999              1998
                                           ------------      ------------
      Deferred tax assets:
        Nondeductible accrued liabilities   $  104,938        $   97,670
        State tax credit carryforwards           9,140             8,543
        Bad debt and claims reserves             5,908             4,579
        Federal and state operating
         loss carryforwards                     31,969            20,874
        Other                                    4,213             3,813
                                             ---------         ---------
        Gross deferred tax assets              156,168           135,479
        Valuation allowance                     (9,140)           (8,543)
                                             ---------         ---------
        Net deferred tax assets                147,028           126,936
                                             ---------         ---------
      Deferred tax liabilities:
        Fixed assets                           (76,280)          (81,229)
        Intangible assets                      (17,901)          (13,339)
        Other                                   (4,150)           (4,133)
                                             ---------         ---------
                                               (98,331)          (98,701)
                                             ---------         ---------
                                            $   48,697        $   28,235
                                             =========         =========

      The  net  $0.6  million increase in the valuation  allowance  for
      deferred  tax  assets  was the result of net  state  tax  credits
      earned.   No  benefit  has been recognized for  these  state  tax
      credit  carryforwards, most of which expire  in  the  years  2004
      through 2008.

             At   December  25,  1999,  after  considering  utilization
      restrictions,  the  company's  acquired  tax  loss  carryforwards
      approximated $94 million, including $48 million acquired  in  the
      purchase of H&M Food Systems Company, Inc. (see note L). The  net
      operating  loss  carryforwards, which are subject to  utilization
      limitations due to ownership changes, may be utilized  to  offset
      future taxable income as follows: approximately $21 million  each
      in  2000,  2001,  2002 and 2003 and $11 million  in  2004.   Loss
      carryforwards  not  utilized in the  first  year  that  they  are
      available  may be carried over and utilized in subsequent  years,
      subject  to  their  expiration  provisions.  These  carryforwards
      expire during the years 2005 through 2019.

      F.   LONG-TERM OBLIGATIONS:
           ----------------------
           Long-term obligations are summarized as follows:

                                         December 25,      December 26,
                                             1999             1998
                                         ------------      ------------
       Revolving credit facilities        $  218,327        $  196,764
       CBFA Term Loans                       138,125           143,650
       7.45% Senior Notes due 2007           125,000           125,000
       6.125% Senior Notes due 2006          100,000           100,000
       7.125% Senior Notes due 2026          100,000           100,000
       6.0% Securities due 2001               50,000            50,000
       CBFA Subordinated Notes                33,464            31,000
       Present value of capital
         lease obligations                    26,878            27,676
       Other                                  11,192            (2,033)
                                           ---------         ---------
                                             802,986           772,057
       Less amounts due within one year       13,125            10,875
                                           ---------         ---------
                                          $  789,861        $  761,182
                                           =========         =========

            On  February 7, 2000, the company completed its merger with
      CBFA   and  refinanced  all  of  CBFA's  various  existing   debt
      obligations.   The  company used available IBP credit  facilities
      which were at more favorable terms.

            On  January  31, 2000, the company issued $300  million  of
      7.95%  10-year  notes  under  its $550  million  Debt  Securities
      program  originally registered with the Securities  and  Exchange
      Commission  ("SEC")  in 1996.  This Debt Securities  program  was
      subsequently amended and filed with the SEC on January 27,  2000.
      The  net proceeds, issued at a slight discount to par, were  used
      to  repay  existing borrowings under revolving credit facilities.
      Interest is payable semiannually.

            During  the  first quarter 1998, the company completed  its
      purchase  of  all of the $112 million outstanding  10.75%  Senior
      Subordinated  Notes  of  its wholly-owned subsidiary,  Foodbrands
      America,   Inc.   ("Foodbrands").    Net   prepayment   premiums,
      accelerated amortization of unamortized deferred financing costs,
      and  transaction expenses totaled $24 million, before  applicable
      income  tax benefit of $9 million, and was accounted  for  as  an
      extraordinary loss.

           The purchase of the Foodbrands obligations by IBP was funded
      with available credit facilities. The portion of borrowings under
      IBP's  revolving credit facilities considered long-term was  $218
      million  at  December 25, 1999 and $197 million at  December  26,
      1998.

            Substantially all of the leased assets under capital leases
      can be purchased by IBP at the end of the respective lease terms.
      Leased  assets,  which are included with owned  property  in  the
      consolidated  balance  sheets,  at  cost  totaled  $32   million;
      accumulated amortization on these assets totaled $12 million.

           Aggregate maturities of long-term obligations, excluding the
      CBFA  obligations retired in February 2000, for each of the  five
      fiscal years subsequent to 1999 are (in millions): $179.0; $55.0;
      $3.2; $2.3 and $3.8.

      G.   STOCK PLANS:
           ------------
           Officer Long-Term Stock Plans:
           ------------------------------
           IBP  has  officer long-term stock plans which  provide  for
      awards   to  key  officers  of  IBP  which,  subject  to  certain
      restrictions, will vest generally after five years  resulting  in
      the  delivery of shares of common stock over the one-year  period
      following  such  vesting.   At  December  25,  1999,  there  were
      approximately  607,000 shares available for future  awards  under
      the plans.  The company recognized compensation expense for these
      plans  totaling  $3.1  million, $2.3 million  and  $3.3  million,
      respectively, in 1999, 1998 and 1997.

      The  status of shares under the officer long-term stock plans  is
      summarized as follows:

                                     Number of     Weighted Average
                                      Shares       Price per Share
                                     -------------------------------
       Balance, December 28, 1996     1,342.2          $11.13
         Granted                        290.6           21.11
         Delivered                   (1,020.0)           8.41
         Forfeited                      (10.2)          18.36
                                     -------------------------------
       Balance, December 27, 1997       602.6           20.48
         Granted                         48.8           23.94
         Delivered                         -              -
         Forfeited                       (9.3)          21.48
                                     -------------------------------
       Balance, December 26, 1998       642.1           20.54
         Granted                         61.7           22.49
         Delivered                      (86.9)          15.12
         Forfeited                       (6.9)          25.38
                                     -------------------------------
       Balance, December 25, 1999       610.0          $21.84
                                     -------------------------------

     Stock Option Plans:
     -------------------
           IBP  has  stock option plans under which incentive and  non-
     qualified  stock  options  may be granted  to  key  employees  and
     directors  of IBP and its subsidiaries.  As of December 25,  1999,
     the plans provided for the delivery of up to 7.1 million shares of
     common stock upon exercise of options granted at no less than  the
     market  value  of the shares on the effective date  of  grant.  An
     additional  0.4 million options granted in 1998 were non-qualified
     ("non-qualifying options") based upon differences in market  price
     on the effective date and issuance date.  The expense recorded for
     the non-qualifying options was not material in 1999 or 1998.

           All options may be granted for terms up to but not exceeding
     ten years and are generally fully vested after five years from the
     date  granted.  At December 25, 1999 and December 26, 1998,  there
     were  2.7  million and 3.2 million options, respectively, reserved
     for future grants.

           The  company  follows  the  disclosure-only  provisions  of
     Statement  of Financial Accounting Standards No. 123,  "Accounting
     for Stock-Based Compensation" ("SFAS No. 123").  Accordingly, no
     compensation cost has  been   recognized  for  the stock  option
     plans  under  that standard.  Had compensation cost for IBP's stock
     option plans been determined based on the fair value at the grant
     date for awards in 1999,  1998, and 1997 consistent with the
     provisions of  SFAS  No. 123,  IBP's  net earnings and earnings per
     share would  have  been reduced to the pro forma amounts indicated
     below :

                                           1999        1998        1997
                                         --------    --------    --------
       Net earnings - as reported        $316,664    $192,975    $119,974
       Net earnings - pro forma           313,120     190,056     117,196
       Earnings per share - as reported      3.25        1.97        1.25
       Earnings per share - pro forma        3.21        1.94        1.22
       Earnings per diluted share -
         as reported                         2.94        1.81        1.18
       Earnings per diluted share -
         pro forma                           2.91        1.79        1.16

     The  weighted  average fair values at date of  grant  for  options
     granted  at  market value during 1999, 1998 and 1997  were  $7.53,
     $7.29 and $7.91 per option respectively. The weighted-average fair
     value  for  the non-qualifying options granted in 1998 was  $13.15
     per  option.  The fair value of each option was estimated  on  the
     date  of  grant using the Black-Scholes option-pricing model  with
     the following weighted-average assumptions for options granted  in
     1999, 1998 and 1997:

                                       1999        1998        1997
                                     --------    --------    --------
       Expected option life           6 years     6 years     6 years
       Expected annual volatility        26%         26%         26%
       Risk-free interest rate          5.8%        4.7%        5.8%
       Dividend yield                   0.4%        0.4%        0.4%


     The  status  of  stock options under the plans  is  summarized  as
     follows:

                             Number of   Weighted Average     Options
                              Shares      Price Per Share   Exercisable
                            ----------- ------------------ -------------
       Balance at
        December 28, 1996     4,549.9         $16.09          1,721.0
         Granted                658.2          21.63
         Exercised             (738.5)          8.78
         Canceled              (344.4)         21.25
      ------------------------------------------------------------------
      Balance at
        December 27, 1997     4,125.2          17.85          1,846.3
         Granted at market
          value                 208.7          21.37
         Granted at a price
          below market          434.2          16.56
       value
         Exercised             (320.1)         11.44
         Canceled              (199.4)         21.64
      ------------------------------------------------------------------
       Balance at
        December 26, 1998     4,248.6          18.20          2,230.9
         Granted                651.0          20.63
         Exercised             (290.9)         10.64
         Canceled              (179.0)         21.65
      ------------------------------------------------------------------
       Balance at
        December 25, 1999     4,429.7         $18.92          2,543.7

     The  following  table summarizes information about  stock  options
     outstanding at December 25, 1999:

                              Number      Weighted Average
          Range of         Outstanding       Remaining        Weighted Average
      Exercisable Prices   At 12/25/99    Contractual Life     Exercise Price
     -------------------- ------------- ------------------- -------------------
      $ 6.75 to 15.99          994.2         2.9 years           $10.84
       16.00 to 25.99        3,335.7         6.9 years            21.06
       26.00 to 33.00           99.8         7.0 years            28.11
     --------------------------------------------------------------------------
      $ 6.75 to 33.00        4,429.7         6.3 years           $18.92


                                     Number
               Range of           Exercisable       Weighted Average
          Exercisable Prices      At 12/25/99        Exercise Price
         --------------------    -------------     ------------------
            $ 6.75 to 15.99           971.1               $10.73
             16.00 to 25.99         1,529.2                21.77
             26.00 to 33.00            43.4                28.33
         ------------------------------------------------------------
            $ 6.75 to 33.00         2,543.7               $17.65

         Shares of common stock to be delivered for approximately 0.6
     million  options  under  the stock option  plans  must  come  from
     previously  issued  shares.  All  other  shares  of  stock  to  be
     delivered pursuant to the stock option plans and the officer long-
     term stock plans may alternatively come from previously authorized
     but unissued common stock.

         The  company,  by virtue of its acquisition  of  CBFA,  has  a
     restricted  stock plan for which, upon termination  of  employment
     with  the company, grantees have the right to require the  company
     to  purchase the vested portion of shares issued under the plan at
     fair  market  value.   As  a result of this  mandatory  redemption
     feature  (the  "Put Features"), shares issued under the  plan  are
     classified  as  redeemable stock in the accompanying  consolidated
     balance sheet, and the plan is accounted for as a "variable  plan"
     in  accordance with APB Opinion #25.  Since the inception  of  the
     plan,   no  grantees  have  exercised  their  Put  Features,   and
     management  considers the likelihood of significant  Put  Features
     being  exercised in the future to be remote.  The company recorded
     compensation  expense  of  $2.3 million,  $0.7  million  and  $0.3
     million  related to these grants in fiscal 1999,  1998  and  1997,
     respectively.   Approximately 1.2 million shares were  granted  in
     fiscal  1997  and 0.8 million shares were granted in fiscal  1999.
     At  December  25, 1999, there were approximately 2 million  shares
     outstanding under the restricted stock plan. Approximately 1.3 million
     shares outstanding under the restricted stock plan were vested at
     the merger date (February 7, 2000) and delivered.  The remaining 0.7
     million shares outstanding at that date will vest no later than 8
     years following the grant date, based on a combination of performance-
     based and time-based criteria.

     Preferred Stock:
     ----------------
         CBFA had three series of preferred stock outstanding at December 25,
     1999.  All preferred stock and dividends in arrears were redeemed at
     the merger date (February 7, 2000) for $28.5 million.



     H.   SUPPLEMENTAL CASH FLOW INFORMATION:
          -----------------------------------
          Supplemental  information on cash payments is  presented  as
     follows:


                                        1999        1998        1997
                                     ----------  ----------  ----------
      Interest, net of amounts
        capitalized                   $ 65,137    $ 62,598    $ 42,885
       Income taxes                    197,235      76,364      41,345

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

          The  notional  amounts  of these swap  agreements  were  $50
     million  at year-end 1999 and $99 million at year-end  1998.   The
     notional amounts of these and other derivative instruments do  not
     represent  assets or liabilities of the company but,  rather,  are
     the basis for the settlements under the contract terms.

          The  company's  Canadian  subsidiary  enters  into  currency
     futures  contracts  to  hedge its exposures on  receivables,  live
     cattle  and  purchase  commitments  in  foreign  currencies.    At
     December  25, 1999, the company had outstanding contracts  to  buy
     Canadian dollars totaling CDN$96 million at various dates  through
     2000.  Comparable outstanding contracts at year-end  1998  totaled
     CDN$130  million.  The company also had outstanding  contracts  at
     year-end  1999 to sell $20 million U.S. dollars at various  dates.
     There were no such contracts outstanding at year-end 1998.

          There were no material realized or unrealized gains or losses
     for  any  derivative financial instruments in any  of  the  fiscal
     years presented.  The company monitors the risk of default by  its
     financial  instrument  counterparties,  all  of  which  are  major
     financial institutions, and does not anticipate nonperformance.

          Fair Value of Financial Instruments:
          ------------------------------------
          The following methods and assumptions are used in estimating
     the   fair   value  of  each  class  of  the  company's  financial
     instruments at December 25, 1999:

          For   cash  equivalents,  marketable  securities,  accounts
     receivable,  notes  payable  and accounts  payable,  the  carrying
     amount is a reasonable estimate of fair value because of the short-
     term nature of these instruments.

          For securities included in other assets, fair value is based
     upon  quoted  market prices for these or similar securities.   The
     carrying  amount  approximates fair value  for  these  securities.
     Life insurance contracts are carried at fair value.

          For long-term debt, fair value was determined using valuation
     techniques that considered cash flows discounted at current market
     rates  and  management's  best estimate  for  instruments  without
     quoted  market  prices.   At  year-end 1999,  the  carrying  value
     exceeded  the  fair value by $14 million.  At year-end  1998,  the
     fair  value  exceeded  the  carrying value  by  $6  million.   The
     company's long-term debt is generally not callable until maturity,
     except for the 7.125% Senior Notes due 2026 and all of CBFA's debt
     obligations, subject to prepayment premiums.

          For   derivatives,  the  fair  value  was  estimated  using
     termination cash values.  The fair values of IBP's derivatives  at
     year-ends 1999 and 1998 were not material.

     J.   PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:
          -----------------------------------------------
          IBP's  subsidiary, Foodbrands America, Inc. ("Foodbrands"),
     has  defined  benefit pension plans at three  of  its  facilities.
     Foodbrands  also provides life insurance and medical benefits  for
     substantially all retired hourly and salaried employees of one  of
     its subsidiaries under various defined benefit plans.

                                     Pension Benefits     Other Benefits
                                   -------------------- ------------------
                                      1999      1998      1999      1998
                                   ---------- --------- -------- ---------
   Change in benefit obligation:
   Benefit obligation at beginning
    of year                         $ 70,921  $ 68,933  $ 68,851  $ 69,410
   Service cost                          568       473       221       229
   Interest cost                       4,690     4,787     4,452     4,799
   Actuarial (gain) loss              (3,979)    3,117    (4,634)      666
   Benefits paid                      (6,284)   (6,389)   (5,938)   (6,253)
                                     -------   -------   -------   -------
   Benefit obligation at end of year  65,916    70,921    62,952    68,851
                                     -------   -------   -------   -------

   Change in plan assets:
   Fair value of plan assets at
    beginning of year                 66,737    65,110         5         9
   Actual return on plan assets        9,378     5,165         1      -
   Employer contribution                 188     2,851     5,954     6,249
   Benefits paid                      (6,284)   (6,389)   (5,938)   (6,253)
                                     -------   -------   -------   -------
   Fair value of plan assets at end
    of year                           70,019    66,737        22         5
                                     -------   -------   -------   -------

   Funded status                       4,103    (4,184)  (62,930)  (68,846)
   Unrecognized net actuarial (gain)
    loss                              (3,967)    3,812    (3,064)    1,587
                                     -------   -------   -------   -------
   Net amount recognized            $    136  $   (372) $(65,994) $(67,259)
                                     =======   =======   =======   =======

   Amounts recognized in the statement
    of financial position consist of:
   Prepaid benefit cost             $  1,040  $  1,046  $   -     $   -
   Accrued benefit liability            (904)   (1,418)  (65,994)  (67,259)
                                     -------   -------   -------   -------
   Net amount recognized            $    136  $   (372) $(65,994) $(67,259)
                                     =======   =======   =======   =======
   Weighted-average assumptions as
    of year end:
   Discount rate                        7.75%     6.75%     7.75%     6.75%
   Expected return on plan assets       8.50%     8.50%     n/a        n/a


           For measurement purposes, a 9.2% annual rate of increase  in
     the  per  capita claims cost of covered health care  benefits  was
     assumed  for 1999.  The rate was assumed to decrease gradually  to
     8.7%  by  2001, 7.5% by 2006, and 6.5% by 2011 and remain at  that
     level thereafter.

     Components of net periodic benefit cost:

      Pension benefits
                                         1999        1998        1997
                                       --------    --------    --------
      Service cost                    $    568    $    473    $    411
      Interest cost                      4,690       4,787       4,956
      Expected return on plan assets    (5,578)     (5,501)     (4,993)
                                       -------     -------     -------
      Net periodic (benefit) cost     $   (320)   $   (241)   $    374
                                       =======     =======     =======


      Other benefits
                                         1999        1998        1997
                                       --------    --------    --------
      Service cost                    $    221    $    229    $    197
      Interest cost                      4,452       4,799       5,018
      Expected return on plan assets      -             (1)         (2)
                                       -------     -------     -------
      Net periodic cost               $  4,673    $  5,027    $  5,213
                                       =======     =======     =======

           Assumed  health  care cost trend rates  have  a  significant
     effect  on the amounts reported for the health care plan.  A  one-
     percentage-point  change in assumed health care cost  trend  rates
     would have the following effects:

                                        1-percentage-   1-percentage-
                                       Point Increase   Point Decrease
                                      ---------------- ----------------
      Effect on total of service and
       interest cost components for 1999   $   117        $   (45)
      Effect on year-end postretirement
       benefit obligation                  $   923        $  (898)

   K. EARNINGS PER SHARE:

                                                        Fiscal Year
                                            ----------------------------------
                                               1999        1998        1997
                                            ----------  ----------  ----------
   Numerator:
    Earnings before extraordinary item       $316,664    $207,790    $119,974
    Preferred stock dividends and accreation   (2,774)     (2,041)       (682)
                                              -------     -------     -------
    Earnings available for common shares     $313,890    $205,749    $119,292
                                              =======     =======     =======
   Denominator:
    Weighted average common shares
     outstanding                               96,586      96,774      95,811
    Dilutive effect of employee stock plans    10,016       8,554       5,014
                                              -------     -------     -------
    Diluted average common shares             106,602     105,328     100,825
                                              =======     =======     =======
    Basic earnings before extraordinary
     item per common share                      $3.25       $2.13       $1.25
                                                 ====        ====        ====
    Diluted earnings before extraordinary
     item per common share                      $2.94       $1.95       $1.18
                                                 ====        ====        ====

     The  summary below lists stock options outstanding at the  end  of
     the  fiscal  years which were not included in the computations  of
     diluted  EPS because the options' exercise price was greater  than
     the  average market price of the common shares.  These options had
     varying expiration dates.

                                       1999        1998        1997
                                    ----------  ----------  ----------
      Stock options excluded from
       Diluted EPS computation        1,552         120        1,406

      Average option price per share $24.72      $27.28       $24.95

     L.  ACQUISITIONS:
         -------------
          1999 Acquisitions
          -----------------
          Early  in  the second quarter 1999, the company acquired  the
     outstanding stock of two companies, H&M Food Systems Company, Inc.
     ("H&M")  and  Zemco Industries, Inc., the owner of  Russer  Foods.
     H&M  is  a  producer of custom-formulated pre-cooked meat products
     and  prepared foods with two plants in Texas.  Russer Foods, based
     in  Buffalo, New York,  produces and markets a variety of  premium
     deli  meats.   Both  operations will  operate  as  part  of  IBP's
     Foodbrands subsidiary.

          Early  in the third quarter 1999, Foodbrands acquired  Wilton
     Foods, Inc., ("Wilton Foods") a leading producer of premium kosher
     meals  and  prepared foods for airlines and institutions.   Wilton
     Foods,  based  in Goshen, New York, also produces  premium  kosher
     hors d'oeuvres and appetizers.

          In  the third quarter 1999, IBP, through its IBP Foods,  Inc.
     subsidiary, purchased substantially all of the operating assets of
     Thorn Apple Valley, Inc. ("TAVI"), a further processor of pork and
     poultry   products,   which  had  been  involved   in   bankruptcy
     proceedings.  The  purchase  of  the  TAVI  assets  included  five
     processing  plants, most of its current assets  and  a  number  of
     product brand names.

          In  the  fourth quarter 1999, the company, via its Corporate
     Brand  Foods America, Inc. subsidiary, acquired substantially  all
     of  the  operating assets of Wright Brand Foods, Inc., and two  of
     its  affiliates  (collectively, "WBF").  WBF is a  Vernon,  Texas-
     based  processor  of  quality  bacon  and  other  processed   pork
     products.

          All of the acquisitions above were accounted for as purchase
     business combinations.  Approximately $254 million of goodwill was
     recorded  with  these  acquisitions and is being  amortized  on  a
     straight-line basis over 40 years.

          The  following pro forma financial information  assumes  the
     above  businesses were acquired at the beginning of  1998.   These
     results  have been prepared for comparative purposes only  and  do
     not  purport to be indicative of what would have occurred had  the
     assets  been acquired at the beginning of 1998, or of the  results
     which  may  occur  in the future.  The pro forma  results  do  not
     include TAVI's discontinued fresh pork operation which IBP did not
     purchase.   However, the pro forma results do include  significant
     TAVI   nonrecurring   charges  related  to  goodwill   and   asset
     impairments, Russian credit losses, product recalls and bankruptcy-
     related legal and financing expenses.

                                                52 Weeks Ended
                                         -----------------------------
                                            Dec. 25,       Dec. 26,
                                              1999           1998
                                         -------------- --------------
                                                   (unaudited)
       Net sales                           $15,078,944     $14,178,208
       Earnings from operations                513,931         435,639
       Earnings before extraordinary item      250,839         221,738
       Net earnings                            250,839         206,923
       Earnings per diluted share:
        Earnings before extraordinary item       $2.33           $2.09
        Net earnings                              2.33            1.95


          Corporate Brand Foods America
          -----------------------------
          On  February 7, 2000, the company acquired Corporate  Brand
     Foods  America,  Inc. ("CBFA"), a privately  held  processor  and
     marketer  of  meat  and  poultry  products  for  the  retail  and
     foodservice  markets.  In the transaction,  accounted  for  as  a
     pooling  of interests, IBP issued 14.4 million common shares  for
     all  of  the outstanding stock of CBFA.  The company also assumed
     $344 million of CBFA's debt and preferred stock obligations.

          IBP  had product sales to CBFA in IBP's fiscal years  ended
     December 25, 1999 and December 26, 1998, totaling $65 million and
     $53  million,  respectively.  The effects  of  conforming  CBFA's
     accounting  policies  to  those of IBP were not material.

          The  following  information presents certain  statement  of
     earnings data of CBFA for the periods preceding the merger:

                                                         Period from
                                                          Inception
                    Twelve Months     Twelve Months    (Jan. 28, 1997)
                        Ended             Ended            through
                  December 25, 1999 December 26, 1998 December 27, 1997
                  ----------------- ----------------- -----------------
                     (unaudited)
     Net sales         $624,632         $480,855         $236,712
     EBITDA(1)           46,275           32,150           17,692
     Net earnings         3,403            2,968            2,960

     (1)Earnings before interest, taxes, depreciation and amortization

     M. BUSINESS SEGMENTS:
        ------------------
           The  company has two principal business units, Fresh  Meats
     and  Foodbrands America (formerly described as Enterprises), and,
     accordingly,  has  two  business  segments.   IBP's  Fresh  Meats
     operation relates principally to the meat processing industry and
     primarily  involves  cattle  and hog  slaughter,  beef  and  pork
     fabrication  and  related allied product  processing  activities.
     This   segment   markets   its  products   to   food   retailers,
     distributors,  wholesalers, restaurant and  hotel  chains,  other
     food  processors and leather makers, as well as manufacturers  of
     pharmaceuticals and animal feeds.  The Foodbrands America segment
     consists  of  several  IBP subsidiaries,  principally  Foodbrands
     America, Inc., The Bruss Company, IBP Branded Foods, Inc. and IBP
     Foods,  Inc.  The Foodbrands America group produces, markets  and
     distributes a variety of frozen and refrigerated products to  the
     "away   from  home"  food  preparation  market,  including  pizza
     toppings  and  crusts,  value-added pork-based  products,  ethnic
     specialty  foods, appetizers, soups, sauces and  side  dishes  as
     well as deli meats and processed beef, pork and poultry products.
     Foodbrands America also produces portion-controlled premium  beef
     and  pork  products  for  sale  to  restaurants  and  foodservice
     customers  in  domestic and international markets.   The  company
     operates principally in the United States.

           Intersegment   sales   have  been  recorded   at   amounts
     approximating market.  Earnings from operations are comprised  of
     net  sales  less  all identifiable operating expenses,  allocated
     corporate  selling,  general  and  administrative  expenses,  and
     goodwill  amortization.  Net interest expense  and  income  taxes
     have been excluded from segment operations.

 NET SALES                            1999           1998           1997
 ---------                        ------------   ------------   ------------
 Sales to unaffiliated customers:
  Fresh Meats                     $ 12,191,049   $ 11,566,452   $ 12,351,843
  Foodbrands America                 2,443,987      1,710,256      1,094,655
                                   -----------    -----------    -----------
                                  $ 14,635,036   $ 13,276,708   $ 13,446,498
                                   ===========    ===========    ===========

 Intersegment sales:
  Fresh Meats                     $    431,546   $    294,339   $    226,280
  Intersegment elimination            (431,546)      (294,339)      (226,280)
                                   -----------    -----------    -----------
                                  $       -      $       -      $       -
                                   ===========    ===========    ===========

 Net sales:
  Fresh Meats                     $ 12,622,595   $ 11,855,482   $ 12,555,620
  Foodbrands America                 2,443,987      1,715,565      1,117,158
  Intersegment elimination            (431,546)      (294,339)      (226,280)
                                   -----------    -----------    -----------
                                  $ 14,635,036   $ 13,276,708   $ 13,446,498
                                   ===========    ===========    ===========


 EARNINGS FROM OPERATIONS
 ------------------------
  Fresh Meats                     $    440,235   $    294,230       $197,584
  Foodbrands America                   117,887         98,708         40,302
                                   -----------    -----------    -----------
  Total earnings from operations       558,122        392,938        237,886

  Net interest expense                 (67,816)       (57,571)       (44,173)
                                   -----------    -----------    -----------
  Earnings before income taxes and
   and extraordinary item         $    490,306   $    335,367   $    193,713
                                   ===========    ===========    ===========

 TOTAL ASSETS
 ------------
  Fresh Meats                     $  2,157,087   $  1,965,221   $  1,899,842
  Foodbrands America                 1,994,205      1,347,798      1,071,670
                                   -----------    -----------    -----------
                                  $  4,151,292   $  3,313,019   $  2,971,512
                                   ===========    ===========    ===========

 ADDITIONS TO PROPERTY, PLANT
  AND EQUIPMENT, INCLUDING
  ACQUISITIONS                         1999           1998           1997
 ----------------------------     ------------   ------------   ------------

  Fresh Meats                     $    108,931   $    121,328   $     96,575
  Foodbrands America                   604,270        243,599        430,333
                                   -----------    -----------    -----------
                                  $    713,201   $    364,927   $    526,908
                                   ===========    ===========    ===========

 DEPRECIATION AND AMORTIZATION
 -----------------------------
  Of fixed assets:
   Fresh Meats                    $     74,224   $     72,705   $     73,367
   Foodbrands America                   51,291         37,544         24,523
                                   -----------    -----------    -----------
                                  $    125,515   $    110,249   $     97,890
                                   ===========    ===========    ===========
  Of intangible assets:
   Fresh Meats                    $      8,557   $     12,295   $      8,944
   Foodbrands America                   22,606         16,629          9,618
                                   -----------    -----------    -----------
                                  $     31,163   $     28,924   $     18,562
                                   ===========    ===========    ===========

 NET SALES BY GEOGRAPHIC LOCATION OF CUSTOMERS
 ---------------------------------------------
                                       1999           1998           1997
                                  ------------   ------------   ------------

  United States
                                   $12,472,491    $11,376,453    $11,355,422
  Japan                                845,150        784,624        909,855
  Canada                               510,801        421,701        508,568
  Korea                                224,131        134,271        224,272
  Mexico                               194,627        177,474        125,533
  Other foreign countries              387,836        382,185        322,848
                                   -----------    -----------    -----------
                                   $14,635,036    $13,276,708    $13,446,498
                                   ===========    ===========    ===========

     N.    COMMITMENTS:
           ------------
           The  company  leases various facilities and equipment  under
     noncancelable operating lease arrangements which expire at various
     dates  through  the  year  2012.  Future  minimum  payments  under
     noncancelable operating leases with lease terms in excess  of  one
     year  at  December  25,  1999 totaled approximately  $73  million.
     Aggregate  maturities for each of the five fiscal years subsequent
     to 1999 are (in millions) $18.8; $10.9; $7.7; $5.6; and $4.6.  The
     company's  rental  expense  for  all  operating  leases  was   (in
     millions) $27.0; $23.9; and $16.4 for fiscal years 1999, 1998  and
     1997.

           The  company  had livestock and other purchase  commitments,
     letters  of   credit,  and  other commitments  and  guarantees  at
     December   25,   1999  aggregating  approximately  $302   million.
     Livestock purchase commitments  were at a market or market-derived
     price  at  the time of delivery or were fully hedged if the  price
     was determined at an earlier date.

           In addition to the livestock purchase commitments above, the
     company  is committed to purchase approximately 24 million  market
     hogs  between 2000 and 2009 at market-derived prices under various
     contracts  with producers.  Contractual commitments for  the  next
     five  years average approximately 4.6 million hogs annually, which
     represents  approximately 21% of IBP's current  annual  production
     capacity.

     O.    CONTINGENCIES:
           --------------
           IBP is involved in numerous disputes incident to the ordinary
     course  of  its  business.   In  the opinion  of  management,  any
     liability  for which provision has not been made relative  to  the
     various  lawsuits,  claims and administrative proceedings  pending
     against  IBP,  including those described below, will  not  have  a
     material  adverse  effect  on its future consolidated  results  of
     operations, financial position or liquidity.

           In  July  1996, a lawsuit was filed against IBP  by  certain
     cattle  producers in the U.S. District Court, Middle  District  of
     Alabama, seeking certification of a class of all cattle producers.
     The  complaint  alleges that IBP has used  its  market  power  and
     alleged  "captive supply" agreements to reduce the prices paid  to
     producers for cattle.  Plaintiffs have disclosed that, in addition
     to  declaratory  relief, they seek actual  and  punitive  damages,
     although plaintiffs have not specified the amounts they seek.  The
     original motion for class certification was denied by the District
     Court;  plaintiffs then amended their motion, defining a  narrower
     class  consisting of only those cattle producers who  sold  cattle
     directly  to  IBP  from  1994 through the date  of  certification.
     While  the  District Court approved this narrower class  in  April
     1999,  the  Court  noted  that it could  decertify  the  class  as
     discovery proceeds.  The 11th Circuit granted IBP's request for  a
     review  of  the class certification decision, and is  expected  to
     issue  an opinion in early 2000.  Management continues to  believe
     that  the  company has acted properly and lawfully in its dealings
     with cattle producers.

           On January 12, 2000, The United States Department of Justice,
     on behalf of the Environmental Protection Agency ("EPA"), filed  a
     lawsuit  against IBP in U. S. District Court for the  District  of
     Nebraska,  alleging  violations of various environmental  laws  at
     IBP's  Dakota  City  facility.  This action alleges,  among  other
     things, violations of: (1) the Clean Air Act; (2) the Clean  Water
     Act;  (3)  the  Resource, Conservation and Recovery Act;  (4)  the
     Comprehensive  Environmental Response Compensation  and  Liability
     Act ("CERCLA"); and (5) the Emergency Planning and Community Right
     to  Know  Act  ("EPCRA").  The action seeks injunctive  relief  to
     remedy alleged violations and damages of $25,000 per violation per
     day  for  alleged violations which occurred prior to  January  30,
     1997,  and  $27,500  per violation per day for alleged  violations
     after  that date. The Complaint alleges that some violations began
     to  occur  as  early as 1989, although the great majority  of  the
     violations  are alleged to have occurred much later, and  continue
     into  the  present. IBP believes that the company has  meritorious
     defenses  on each of these allegations and intends to aggressively
     defend these claims.

           The  EPA  has also sent IBP an information request under  the
     Clean  Air Act and CERCLA seeking additional information regarding
     hydrogen   sulfide  emissions  from  the  company's  Dakota   City
     facility.   The  EPA  claims  it seeks  information  to  determine
     whether   the   emissions   pose  an  imminent   and   substantial
     endangerment to human health or the environment.  If the EPA makes
     this  finding,  it  could  trigger  further  action  including  an
     administrative order for compliance concerning the facility.   IBP
     disputes and would vigorously contest any claim that the emissions
     pose any such threat.

     P.    QUARTERLY FINANCIAL DATA (UNAUDITED):
           -------------------------------------
          Quarterly results are summarized as follows:

                      First      Second       Third      Fourth
1999                 Quarter     Quarter     Quarter     Quarter     Annual
----               ----------- ----------- ----------- ----------- -----------
Net sales           $3,211,174  $3,616,112  $3,798,687  $4,009,063 $14,635,036
Gross profit           205,018     230,137     290,029     278,544   1,003,728
Net earnings            56,602      67,773     110,395      81,894     316,664
Earnings per share         .58         .70        1.14         .84        3.25
Earnings per diluted
 share                     .53         .63        1.03         .76        2.94
Dividends per share       .025        .025        .025        .025         .10
Market price:
 High                  29 3/16      23 1/8      25 3/4          25
 Low                    19 3/8      16 3/4          22      17 3/4


1998
----
Net sales           $3,300,443  $3,426,023  $3,343,292  $3,206,950  $13,276,708
Gross profit           115,695     141,323     215,473     265,043      737,534
Earnings before
 extraordinary item     14,287      34,695      66,424      92,384      207,790
Net earnings (loss)       (528)     34,695      66,424      92,384      192,975
Earnings per share:
 Earnings before
  extraordinary item       .14         .35         .68         .95         2.13
 Net earnings (loss)      (.01)        .35         .68         .95         1.97
Earnings per diluted
 share:
 Earnings before
  extraordinary item       .13         .33         .62         .87         1.95
 Net earnings (loss)      (.01)        .33         .62         .87         1.81
Dividends per share       .025        .025        .025        .025          .10
Market price:
 High                   24 1/2      23 1/8      21 1/8     29 7/16
 Low                  19 15/16      18 3/8     19 9/16          20



                         MANAGEMENT'S DISCUSSION AND ANALYSIS


          The   matters   discussed  herein  contain   forward-looking
     statements.    Specifically,  these  forward-looking   statements
     include risks and uncertainties.  Thus, actual results may differ
     materially  from those expressed or implied in those  statements.
     Those  risks and uncertainties include, without limitation, risks
     of  changing market conditions with regard to livestock  supplies
     and   demand   for   the    company's  products,   domestic   and
     international   legal  and  regulatory  risks,   the   costs   of
     environmental compliance, the impact of governmental regulations,
     operating  efficiencies, as well as competitive and  other  risks
     over  which  IBP  has  little  or  no  control.   Moreover,  past
     financial  performance  should  not  be  considered  a   reliable
     indicator of future performance.  The company makes no commitment
     to  update  any  forward-looking statement, or  to  disclose  any
     facts,  events  or circumstances after the date hereof  that  may
     affect the accuracy of any forward-looking statement.


     RESULTS OF OPERATIONS
     ---------------------
          This   section   presents  analysis  of  IBP's  consolidated
     operating  results  displayed in the Consolidated  Statements  of
     Earnings  and should be read together with the business  segments
     information in Note M to the consolidated financial statements.

          ACQUISITIONS

          Early  in the second quarter 1999, the company, through  its
     subsidiary Foodbrands America, Inc. ("Foodbrands"), acquired  the
     outstanding  stock  of two companies, H&M Food  Systems  Company,
     Inc.  ("H&M")  and Zemco Industries, Inc., the  owner  of  Russer
     Foods.   H&M  is a producer of custom-formulated pre-cooked  meat
     products  and  prepared foods with two plants in  Texas.   Russer
     Foods produces and markets a variety of premium deli meats,  with
     production facilities in New York and Massachusetts.

          In fiscal July 1999, Foodbrands acquired Wilton Foods, Inc.,
     ("Wilton  Foods") a leading producer of premium kosher meals  and
     prepared foods for airlines and institutions.  Wilton Foods  also
     produces premium kosher hors d'oeuvres and appetizers.

          In  late  August  1999, IBP, through  its  IBP  Foods,  Inc.
     subsidiary,  purchased substantially all of the operating  assets
     of Thorn Apple Valley, Inc. ("TAVI"), a further processor of pork
     and  poultry  products,  which had been  involved  in  bankruptcy
     proceedings.   The  purchase  of the TAVI  assets  included  five
     processing  plants, most of its current assets, and a  number  of
     product brand names.

          A  corporate realignment effected in early 2000 brought  all
     former   Enterprises  operations,  including   the   acquisitions
     described  above,  under the Foodbrands America,  Inc.  umbrella.
     Consequently, the Enterprises segment will be referred to in this
     report  and  subsequently  as  the  Foodbrands  America  segment.
     Additionally,  as  part of the realignment, selected  value-added
     operations  previously included in the Fresh Meats  segment  will
     now  operate  under the Foodbrands umbrella.  Prior periods  were
     restated for these changes.

          On  February  7, 2000, the company acquired Corporate  Brand
     Foods  America ("CBFA"), a privately held processor and  marketer
     of  meat  and  poultry  products for the retail  and  foodservice
     markets.   In  the  transaction, which was  accounted  for  as  a
     pooling  of interests, IBP issued 14.4 million common shares  for
     all  of  the outstanding stock of CBFA.  The company also assumed
     $344 million of CBFA's debt and preferred stock obligations.   At
     the acquisition date, all of the debt obligations were refinanced
     and  the preferred stock was redeemed.  Financial information for
     all  periods  included herein have been restated to  include  the
     results of CBFA.  CBFA's financial information is included in the
     Foodbrands America segment.


          COMPARISON OF 1999 TO 1998

          Fresh  Meats' 1999 operating margin as a percentage  of  net
     sales, before non-recurring charges, was 3.9% compared to 2.5% in
     the  prior  year.  Both beef and pork operations performed  above
     prior  year  levels  due to relatively stable  livestock  prices,
     effective  levels  of  plant capacity utilization,  and  improved
     domestic and export demand.

          Foodbrands  America's 1999 operating earnings  decreased  to
     4.8%  of  net  sales  compared to 5.8% in  1998.   Excluding  the
     negative  impact of IBP Foods, the 1999 operating margin measured
     5.7%.   Higher  1999  raw  material and selling  costs  were  the
     primary factors that reduced margins at existing operations.

     COMPARATIVE SEGMENT RESULTS
     ---------------------------
          Net Sales:                 1999         1998         % Change
                                 ------------ ------------ ----------------
            Fresh Meats          $12,191,049  $11,566,452         5%
            Foodbrands America     2,443,987    1,710,256        43%
                                  ----------   ----------
            Total                $14,635,036  $13,276,708        10%
                                  ==========   ==========

          Earnings from Operations:
            Fresh Meats           $  440,235  $   294,230        50%
            Foodbrands America       117,887       98,708        19%
                                  ----------   ----------
            Total                 $  558,122  $   392,938        42%
                                  ==========   ==========


          SALES

          The 5% increase in Fresh Meats' 1999 net sales from 1998 was
     primarily the result of increased pounds of beef products sold as
     well   as   higher  average  beef  selling  prices.    Meanwhile,
     Foodbrands  America's  1999 net sales increased  43%  over  1998.
     Excluding  acquisitions, Foodbrands America's net sales increased
     9% due primarily to sales volume increases.

          Export  sales and pounds sold increased 9% and  6%  in  1999
     compared  to  1998.  The improvement was attributable  to  a  25%
     increase  in  export sales in the second half of 1999,  including
     40%  higher  sales  of chilled and frozen beef  and  pork.    Net
     export sales accounted for 12% of 1999 and 1998 net sales.

          Japan   continues  to  be  IBP's  most  significant   export
     destination, and 1999 export dollars were up 8% over 1998 due  to
     a strong second half of 1999.  Although volumes were 8% below the
     prior  year,  the  sales mix has shifted to  products  of  higher
     value,  showing  signs of a stronger economy  in  the  Far  East.
     Additionally,  sales  to Korea and Taiwan were  up  significantly
     over 1998.  Closer to home, export sales to Mexico were up 10% in
     1999 versus 1998.

          The  U.S. Meat Export Federation predicts that U.S. red meat
     exports  in 2000 will increase 8% over 1999, primarily to markets
     in the Far East.

          COST OF PRODUCTS SOLD

          Fresh Meats' cost of products sold in 1999 increased 4% over
     1998.  Higher  live cattle prices and increased volume  of  Fresh
     Meats  products  sold were the most significant  factors.   Plant
     costs  were  also higher, due in part to nonrecurring charges  of
     $35  million, primarily cow plant asset write-downs, as mentioned
     earlier.

          Foodbrands  America's cost of products sold in  1999  versus
     1998  increased  45% from 1998.  The higher costs were  primarily
     due   to   acquisitions,  although  higher  sales  volume-related
     increases in existing businesses were also a contributing factor.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

          1999  expenses increased 29% over 1998.  The increases  were
     chiefly  a  result  of acquisitions, higher sales  volume-related
     selling costs, corporate salaries, consulting expense, and  a  $7
     million  second  quarter  1998 credit for  export-related  harbor
     maintenance tax refunds.

          INTEREST EXPENSE

          The  18%  increase in 1999 net interest expense versus  1998
     was due primarily to 24% higher average borrowings in 1999 offset
     somewhat  by  a  lower average effective interest rate.   Average
     borrowings  and  net  interest expense will  continue  at  higher
     levels in the foreseeable future because of additional borrowings
     required  for  the  recent  acquisitions  and  increased  capital
     expenditures.

          INCOME TAXES

          IBP's  effective  income tax rate in 1999 decreased  to  35%
     compared  to 38% in 1998.  The 1999 rate reduction resulted  from
     an  IBP, inc. settlement with the Internal Revenue Service on all
     audit  issues related to fiscal years 1989, 1990 and  1991.   The
     settlement  decreased 1999 income tax expense by $14  million  or
     $0.15  per  diluted share.  Management expects that  its  ongoing
     effective tax rate will be in the 38% range.

          COMPARISON OF 1998 TO 1997

          Operating earnings in 1998 measured 3.0% of net sales versus
     1.8%  in  1997.   The Fresh Meats 1998 operating margin  measured
     2.5%  of  net  sales compared to 1.6% in 1997.  The  higher  1998
     figure reflected much-improved pork margins offset by lower  beef
     margins  caused  by competing domestic meat supplies  and  weaker
     export  demand resulting from economic problems in the Far  East.
     Meanwhile,   Foodbrands  America's  operations  performed   above
     expectations as product demand increased and raw material  prices
     decreased.

     COMPARATIVE SEGMENT RESULTS
     ---------------------------
          Net Sales:                 1998         1997         % Change
                                 ------------ ------------ ----------------
            Fresh Meats          $11,566,452  $12,351,843        -6%
            Foodbrands America     1,710,256    1,094,655        56%
                                  ----------   ----------
            Total                $13,276,708  $13,446,498        -1%
                                  ==========   ==========

          Earnings from Operations:
            Fresh Meats           $  294,230  $   197,584        49%
            Foodbrands America        98,708       40,302       145%
                                  ----------   ----------
            Total                 $  392,938  $   237,886        65%
                                  ==========   ==========



          SALES

          The  6% decrease in Fresh Meats' net sales was due primarily
     to  lower  average  prices of beef and pork  products  sold.   In
     particular,  average 1998 pork prices fell 26% from 1997.   These
     lower average prices were partially offset by increases in pounds
     of  beef and pork products sold.  Foodbrands America's net  sales
     in  1997 included only 35 weeks for Foodbrands America, Inc.,  31
     weeks  for  The  Bruss Company, and partial years  for  two  CBFA
     subsidiaries.  Meanwhile, Foodbrands America's comparable  period
     sales  also  decreased  in 1998 from 1997 due  to  lower  selling
     prices resulting from lower raw material costs passed through  to
     customers, which offset an increase in pounds sold.

          Net  export  sales in 1998 decreased 6% from  1997.   Export
     tonnage in 1998 increased 21% over 1997 but was offset by overall
     lower  prices and a sales mix with a higher percentage  of  lower
     valued  products.   Exports accounted for  approximately  12%  of
     consolidated net sales in 1998 versus 13% in 1997.

          The  Asian region accounted for 67% of total export  dollars
     in  1998  compared to 73% in 1997.  The decline was due to  much-
     publicized  economic difficulties.  The Far  East  shortfall  was
     partially offset by increased exports to Mexico and South America
     destinations.

          COST OF PRODUCTS SOLD

          The cost of products sold in 1998 decreased 3% from the same
     1997  period.   Fresh Meats experienced an 8%  decrease  in  1998
     costs versus the prior year.  This decrease was primarily due  to
     reduced  average  prices  paid for live hogs  and  cattle,  which
     overrode  the  effect of increases in pounds  of  pork  and  beef
     products  sold.  Fresh Meats' plant costs increased due primarily
     to  higher  labor  costs and increased pork  volume.   Foodbrands
     America also experienced lower costs, on a comparable basis,  due
     primarily to the lower pork raw material prices.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

          1998 expenses were 48% higher than in 1997, due primarily to
     acquisitions.   Additionally, higher incentive  compensation  and
     amortization  of intangibles was partially offset by  accrual  of
     refunds  of  U.S. harbor maintenance taxes paid in  prior  years,
     based  upon  a  U.S.  Supreme Court decision  which  ruled  their
     collection unconstitutional, as well as cessation of current year
     harbor tax expense.

          Foodbrands  America's selling expense is much  higher  as  a
     percentage of net sales compared to Fresh Meats due to the value-
     added  nature  of  their respective product lines  which  require
     increased levels of customer contact, brand name development  and
     promotional costs.  Management expects that selling expense  will
     continue to be significantly higher than in periods prior to  the
     Foodbrands and Bruss acquisitions.

          INTEREST EXPENSE

          The  30% higher net interest expense in 1998 versus 1997 was
     primarily attributable to higher average borrowings brought about
     by  several  acquisitions  in 1997  and  1998.   IBP's  effective
     interest  rate  in  1998 was lower than in 1997,  which  somewhat
     offset  the  higher  average  borrowings.   The  lower  effective
     interest rate was attributable in part to lower short-term market
     rates  in  1998,  the  retirement of  Foodbrands'  10.75%  Senior
     Subordinated  Notes in the first quarter 1998,  and  a  favorable
     market position with IBP's interest rate swap contract.


     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------
          The meat processing industry is characterized by significant
     working  capital requirements.  This is due largely to  statutory
     provisions  that  generally  provide for  immediate  payment  for
     livestock, while it takes IBP on average about eight days to turn
     its  product inventories and eighteen days to convert  its  trade
     receivables  to cash.  These factors, combined with  fluctuations
     in   production  levels,  selling  prices  and  prices  paid  for
     livestock, can impact cash requirements substantially on a day-to-
     day basis.  To provide cash for its working capital requirements,
     the  company's credit facilities (more fully described in Note  C
     to  the consolidated financial statements) provide IBP with same-
     day access to an aggregate of $659 million in potential committed
     borrowings.  The unused portion of the committed credit lines was
     $121 million at December 25, 1999.

          Although  IBP  has significant working capital requirements,
     its  accounts  receivable  and  inventories  are  highly  liquid,
     characterized   by  rapid  turnover.   The  following   are   key
     indicators   relating  to  IBP's  working  capital,   asset-based
     liquidity, and leverage ratios:

                                     December 25,     December 26,
                                         1999             1998
                                     ------------     ------------
       Working capital (in millions)     $158             $251
       Current ratio                    1.1:1            1.3:1
       Quick ratio                      0.6:1            0.7:1
       Number of days' sales in
         Accounts receivable             18.0             16.2
       Inventory turnover                24.2             28.2
       Earnings to fixed charges          6.3              5.2

          Working  capital and associated liquidity ratios at year-end
     1999  slipped  relative to the prior year  primarily  because  of
     increased  short-term  borrowings needed  to  fund  acquisitions.
     Those ratios improved in the first quarter 2000 upon issuance  of
     the  $300  million of 7.95% 10-year notes discussed below,  which
     reduced short-term debt by $125 million.

          Fresh Meats' accounts receivable and inventories were higher
     at  year-end 1999 than at year-end 1998 due primarily  to  higher
     selling prices and livestock prices, especially on the pork side.
     These  higher  balances,  along with the  effect  of  customarily
     slower  rates  in  the company's expanding foodservice  business,
     contributed  to  slower  consolidated receivables  and  inventory
     turnover rates.

          Total  consolidated outstanding borrowings  averaged  $1.200
     billion  in  1999  compared to $968 million in 1998.   Borrowings
     outstanding  at  December  25, 1999  under  committed  facilities
     totaled $540 million.

          On  January  31,  2000, the company issued $300  million  of
     7.95%  10-year  notes  under  its $500  million  Debt  Securities
     program registered with the Securities and Exchange Commission in
     1996.   As  discussed above, the net proceeds were used to  repay
     existing borrowings under credit facilities.

          In  the  acquisition of CBFA on February 7, 2000, IBP issued
     14.4  million common shares for all of the outstanding  stock  of
     CBFA.   The company also assumed $344 million of CBFA's debt  and
     preferred  stock  obligations.  The debt was refinanced  and  the
     preferred stock was liquidated immediately upon completion of the
     transaction, utilizing existing IBP debt facilities.

          The purchase of the Foodbrands America, Inc. 10.75% Notes in
     the  first  quarter 1998 by IBP, inc. was funded  with  available
     credit  facilities.   The  portion  of  borrowings  under   IBP's
     revolving credit facilities considered long-term was $218 million
     at year-end 1999 and $197 million at year-end 1998.

          The  company invested $8 million in 1999 and $38 million  in
     1998  in life insurance contracts for key employees.  Among other
     advantages, expected changes in the cash value of these contracts
     are intended to effectively act as a hedge against changes in the
     company's deferred compensation liabilities.

          Capital  expenditures in 1999 totaled $209 million  compared
     to $182 million in 1998.  Significant projects with 1999 spending
     included  various beef plant food safety projects, several  plant
     expansions,  and  completion of the company's world  headquarters
     complex.   Over  half  of  the  1999  spending  was  for  revenue
     enhancement   or  cost-saving  projects,  while   the   remainder
     generally  went  toward  upgrades and  replacements  of  existing
     equipment and facilities.

          Management's estimate of capital spending in 2000 is in  the
     range  of $400 million, the majority of which has been designated
     for  revenue  enhancement and capacity  expansion.   The  company
     intends to fund these expenditures with operating cash flows  and
     available debt facilities.

     MARKET RISK
     -----------
          Interest Rates - The company manages interest cost  using  a
     mix of fixed  and  variable rate debt.  To manage this mix  in  a
     cost-effective manner, the company may enter into interest rate
     swaps in  which the company agrees to exchange, at specified intervals,
     the  difference  between  fixed  and  variable  interest  amounts
     calculated  by  reference  to an agreed-upon  notional  principal
     amount.   These interest rate swaps effectively convert a portion
     of  the  company's fixed-rate debt to variable-rate debt or  vice
     versa.   A  sensitivity analysis indicates that, with respect  to
     interest  rate  derivative instruments in place at  December  25,
     1999  and  December 26, 1998, a 100-basis point increase  in  the
     applicable  market interest rate would not have  had  a  material
     impact   on   the  company's  financial  position,   results   of
     operations, or liquidity.

          Foreign  Operations - Transactions denominated in a currency
     other than  the entity's functional currency are generally hedged
     using currency  forward  contracts to reduce this market  risk.
     These transactions primarily involve the company's Canadian subsidiary,
     which enters into currency forward and futures contracts to hedge
     its   exposures  on  receivables,  live  cattle,   and   purchase
     commitments  in  foreign  currencies.   A  sensitivity   analysis
     indicates  that,  with respect to currency-based  derivatives  in
     place at December 25, 1999 and December 26, 1998, a 10% change in
     currency  exchange rates would not have had a material impact  on
     the  company's  financial  position, results  of  operations,  or
     liquidity.

          Commodities  - The company uses commodity futures  contracts
     to   hedge  its  forward  livestock  purchases  which,  in  1999,
     accounted  for approximately 7% of its livestock purchases.   The
     contract  lives ranged from one to twelve months.  A  sensitivity
     analysis  indicates that, for futures contracts open at  December
     25,  1999,  a  10%  increase  in futures  contract  prices  would
     increase  hedging  losses by $15 million.  The  comparable  prior
     year  figure  was $13 million.  Any change in the  value  of  the
     futures contracts is generally balanced by an offsetting position
     in the cash market price of the delivered livestock.  Neither the
     company's  financial position nor its liquidity would  have  been
     materially  impacted  by the above increase in  futures  contract
     prices.

     YEAR 2000
     ---------
          The  company has an internal team responsible for  assessing
     the  impact of Year 2000 and leading and monitoring the company's
     state  of  readiness with respect to this issue.   All  planning,
     implementation and testing was successfully completed before  the
     end  of  1999.   The team has continued to monitor the  company's
     systems.

          As  part  of  the  Year 2000 readiness program,  significant
     service    providers,   vendors,   suppliers,   customers,    and
     governmental  entities  ("Key  Business  Partners")   that   were
     considered  critical  to business operations  around  January  1,
     2000,   were  identified.  Steps  were  initiated  to  reasonably
     ascertain  their  stage  of Year 2000  readiness  as  it  related
     directly or indirectly to the company.

          The possible consequences of the company or its Key Business
     Partners not being fully Year 2000 compliant by January  1,  2000
     included, among other things, temporary plant closings, delays in
     the  delivery of products and/or receipt of supplies, invoice and
     collection   errors   and  inventory  and  supply   obsolescence.
     However,  with  some very minor exceptions, the company  has  not
     suffered  any  financial  losses  or  operational  inefficiencies
     resulting from the calendar advancing past January 1, 2000.

          The  company also had in place a formal contingency plan  to
     address   risks   considered  critical   to   operations.    This
     contingency  plan  will  remain  in  place  to  ensure  that  any
     unforeseen  Year 2000 or other critical issues can  be  addressed
     appropriately.

          The  aggregate cost of the company's Year 2000  efforts  was
     approximately $14 million, virtually all of which has been  spent
     or committed.  The spending included approximately $9 million for
     computer  hardware, most of which was capitalized.  The remaining
     $5 million was primarily for changes in computer software, all of
     which  was  expensed as incurred and funded with  operating  cash
     flows.

          The  company's Year 2000 readiness program has  been  a  very
     successful  effort and, although continued monitoring of  Business
     Systems is an ongoing process, the effort is essentially complete.
     The  company  does  not  anticipate any  material  adverse  impact
     resulting from unforeseen Year 2000 issues.


                     Report of Independent Accountants
                     ---------------------------------

     To the Board of Directors and Stockholders of IBP, inc.:

          In  our  opinion, based upon our audits and the reports  of  other
     auditors,  the  accompanying consolidated balance sheets  and  the
     related consolidated statements of earnings, changes in redeemable
     stock, stockholders' equity and comprehensive income, and of  cash
     flows  present  fairly,  in all material respects,  the  financial
     position  of IBP, inc. and its subsidiaries at December  25,  1999
     and  December  26, 1998, and the results of their  operations  and
     their  cash flows for each of the three years in the period  ended
     December  25,  1999,  in  conformity  with  accounting  principles
     generally  accepted  in  the  United  States  of  America.   In
     addition, in our opinion, the financial statement schedule presents
     fairly, in all material respects, the information set forth therein
     when read in conjunction with the related consolidated financial
     statements. These financial statements and financial statement schedule
     are the responsibility  of the Company's management; our responsibility
     is to express an opinion on these financial statements and financial
     statement schedule based  on  our  audits. The consolidated financial
     statements give retroactive effect  to  the merger  of Corporate Brand
     Foods America, Inc. ("CBFA") on February 7,  2000 in a transaction
     accounted for as a pooling  of  interests, as described in Note L to
     the consolidated financial statements. We conducted our audits  of
     these statements   in  accordance  with auditing standards generally
     accepted  in the United States of America, which 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, assessing the accounting
     principles used and significant estimates made by management, and
     evaluating the overall financial statement presentation.  We believe
     that our audits provide a reasonable basis for our opinion.

     PricewaterhouseCoopers LLP
     Omaha, Nebraska
     February 7, 2000 except for the pooling described
     in Notes A and L, for which the date is March 20, 2000

           REPORT ON FINANCIAL STATEMENT INTEGRITY BY MANAGEMENT
           -----------------------------------------------------
     To our Stockholders:

        IBP's  consolidated financial statements have been  prepared  by
     management  and  we  are  responsible  for  their  integrity   and
     objectivity.   The accompanying consolidated financial  statements
     have  been  prepared  in  accordance  with  accounting  principles
     generally  accepted  in  the  United  States.   We  believe  these
     statements  present  fairly the company's financial  position  and
     results of operations.

        Our  independent  auditors,  PricewaterhouseCoopers  LLP,  have
     audited these consolidated financial statements.  Their audit  was
     conducted  using  auditing  standards generally  accepted  in  the
     United  States,  which  included  consideration  of  our  internal
     controls  in order to form an independent opinion on the financial
     statements.  We have made available to PricewaterhouseCoopers LLP,
     all the company's financial records, as well as the minutes of all
     meetings of stockholders, directors and committees of directors.

        IBP relies on a system of internal accounting controls to provide
     assurance  that  assets  are  safeguarded  and  transactions   are
     properly  authorized  and recorded. We continually  monitor  these
     controls,  modifying  and improving them  as  business  operations
     change.  IBP maintains a strong internal auditing department  that
     independently reviews and evaluates these controls as well.

        The Audit Committee of the Board of Directors provides oversight
     to ensure the integrity and objectivity of the company's financial
     reporting  process  and  the  independence  of  our  internal  and
     external auditors.  Both internal audit and PricewaterhouseCoopers
     LLP,  have complete access to the Board's Audit Committee with  or
     without the presence of management personnel.

        Our  management team is responsible for proactively fostering  a
     strong  climate  of ethical conduct so that the company's  affairs
     are carried out according to the highest standards of personal and
     corporate   behavior.    This   responsibility   is   specifically
     demonstrated  in IBP's conflict of interest policy which  requires
     annual written acknowledgment by each and every officer and  those
     management personnel so designated.

        We are pleased to present this annual report and the accompanying
     consolidated   financial   statements   for   your   review    and
     consideration.

     Most sincerely,





     /s/  Robert  L.  Peterson                  /s/  Larry  Shipley
     ------------------------------------       -----------------------
     Robert L. Peterson                         Larry Shipley
     Chairman and Chief Executive Officer       Chief Financial Officer
     IBP, inc.                                  IBP, inc.


                        IBP, inc. AND SUBSIDIARIES

               SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
                               AND RESERVES

                     Fiscal Years 1997, 1998, and 1999
                              (In thousands)

                                                   Allowance
                                                 for Doubtful
                                                   Accounts
                                                 ------------
           Balance, December 28, 1996               $ 9,873

             Amounts charged to costs and expenses      618
             Recoveries of amounts previously
              written off                                39
             Write-off of uncollectible accounts       (850)
             Other                                      742
                                                     ------
           Balance, December 27, 1997                10,422

             Amounts charged to costs and expenses    2,161
             Recoveries of amounts previously
              written off                               231
             Write-off of uncollectible accounts       (290)
             Other                                      586
                                                     ------
           Balance, December 26, 1998                13,110

             Amounts charged to cost and expenses    12,352
             Recoveries of amounts previously
              written off                               100
             Write-off of uncollectible accounts     (8,344)
             Other                                      579
                                                     ------
           Balance, December 25, 1999               $17,797
                                                     ======
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 121783}]
{"company-data": {"conformed-name": "IBP INC", "cik": "0000052477", "assigned-sic": "2011", "irs-number": "420838666", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06085", "film-number": "754920"}, "business-address": {"street1": "IBP AVE", "street2": "P O BOX 515", "city": "DAKOTA CITY", "state": "NE", "zip": "68731", "phone": "4024942061"}, "mail-address": {"street1": "IBP AVE", "street2": "P O BOX 515", "city": "DAKOTA CITY", "state": "NE", "zip": "68731"}, "former-company": [{"former-conformed-name": "IOWA BEEF PROCESSORS INC            /PRED/", "date-changed": "19821109"}, {"former-conformed-name": "IOWA BEEF PACKERS INC", "date-changed": "19701130"}]}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                 FORM 8-K

                              CURRENT REPORT
                       ____________________________

                      PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number 1-6085

                             November 3, 2000
             Date of Report (Date of earliest event reported)
                       ____________________________

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

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

                       ____________________________

                            page 1 of 41 pages

      ITEM 5.  OTHER EVENTS

      As previously reported in the registrant's Form 10-K for the year
      ended  December  25,  1999,  on February  7,  2000,  the  company
      acquired   Corporate  Brand  Foods  America,  Inc.  ("CBFA"),   a
      privately  held  processor  and  marketer  of  meat  and  poultry
      products  for  the  retail  and  foodservice  markets.   In   the
      transaction,  which was accounted for as a pooling of  interests,
      IBP  issued 14.4 million common shares for all of the outstanding
      stock   of   CBFA.   The  company  is  filing  certain  financial
      information, including the restated audited consolidated  balance
      sheets  of  the Company as of December 25, 1999 and December  26,
      1998   and  the  restated  audited  consolidated  statements   of
      earnings,  changes in redeemable stock, stockholders' equity  and
      comprehensive income, and cash flows for each of the three  years
      in  the period ended December 25, 1999, together with the related
      Management's  Discussion and Analysis of Financial Condition  and
      Results  of  Operations  of the Company, which  give  retroactive
      effect to the merger of CBFA. The company is filing certain financial
      information, including the restated audited consolidated balance
      sheets of the Company as of December 25, 1999 and December 26, 1998
      and the restated audited consolidated statements of earnings, changes
      in redeemable stock, stockholders' equity and comprehensive income,
      and cash flows for each of the three years in the period ended
      December 25, 1999, together with the related Management's Discussion
      and Analysis of Financial Condition and Results of Operations of the
      Company, which give retroactive effect to the merger of CBFA.

      ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

      a)   Supplemental Consolidated Selected Financial Data, Supplemental
          Consolidated Financial Statements and noted thereto, Supplemental
          Consolidated Management's Discussion and Analysis of Financial
          Condition and Results of Operations, and Supplemental Financial
          Statement Schedules (restated to give effect to merger accounted
          for as pooling of interests).

          Supplemental Selected Financial Data

          Supplemental Financial Statements

            Consolidated  Balance  Sheets  -  December  25,  1999   and
            December 26, 1998

            Consolidated Statements of Earnings - Years ended  December
            25, 1999, December 26, 1998, and December 28, 1997

            Consolidated  Statements of Changes  in  Redeemable  Stock,
            Common  Stockholders'  Equity and  Comprehensive  Income  -
            Years  ended  December  25, 1999, December  26,  1998,  and
            December 28, 1997

            Consolidated  Statements  of  Cash  Flows  -  Years   ended
            December  25,  1999, December 26, 1998,  and  December  28,
            1997

            Notes to Consolidated Financial Statements

            The  supplementary  data  regarding  quarterly  results  of
            operations   set  forth  in  Note  P.  "Quarterly   Results
            (Unaudited)"

            Supplemental  Management's  Discussion  and   Analysis   of
            Financial Condition and Results of Operations

          Independent Auditors' Report

          Schedule II - Supplemental Valuation and Qualifying Accounts

      b)  Exhibits

          Consent of PricewaterhouseCoopers LLP
          Exhibit 27.1  Restated Financial Data Schedule
          Exhibit 27.2  Restated Financial Data Schedule
          Exhibit 27.3  Restated Financial Data Schedule
                                          IBP, INC.

      November 3, 2000                   By:
                                             /s/ Larry Shipley
                                             -----------------------
                                             Chief Financial Officer

Selected Financial Data
-----------------------
(in thousands, except net sales and per share data)

                                             52 Weeks Ended
                        ----------------------------------------------------------
                          Dec. 25,    Dec. 26,   Dec. 27,    Dec. 28,   Dec. 30,
                            1999        1998       1997        1996       1995
                        ----------------------------------------------------------
OPERATIONS:
Net sales (in millions)  $   14,635 $   13,277 $   13,446 $   12,539 $   12,668
Gross profit              1,003,728    737,534    471,427    443,582    604,068
Selling, general
 and administrative
 Expenses                   445,606    344,596    233,541    120,674    123,972
Earnings from
 Operations                 558,122    392,938    237,886    322,908    480,096

Interest expense, net        67,816     57,571     44,173      3,373     20,784

Income taxes                173,642    127,577     73,739    120,800    179,200
Extraordinary loss (1)         -       (14,815)      -          -       (22,189)
(1)

Net earnings                316,664    192,975    119,974    198,735    257,923

PER SHARE DATA:
Earnings per diluted
 share -
 Earnings before
  extraordinary item          $2.94      $1.95      $1.18      $2.07      $2.92
 Extraordinary loss (1)         -         (.14)       -          -         (.23)
 Net earnings                  2.94       1.81       1.18       2.07       2.69

Dividends per share
 share                          .10        .10        .10        .10        .10

FINANCIAL CONDITION:
Working capital          $  157,632 $  251,254 $  218,400 $  540,903 $  427,241

Total assets              4,151,292  3,313,019  2,971,512  2,174,495  2,027,601

Long-term obligations       789,861    761,182    635,006    260,008    260,752

Stockholders' equity      1,717,102  1,408,619  1,243,847  1,203,655  1,022,939

 (1)  Extraordinary loss on early extinguishment of debt, net of applicable
      income taxes.
IBP, inc. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
              (In thousands, except share and per share data)

                                                    December      December
                                                       25,           26,
                                                      1999          1998
                                                    --------      --------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                       $   33,294    $   28,829
  Marketable securities                                 -            1,400
  Accounts receivable, less allowance for
    doubtful accounts of $17,797 and $13,110         853,234       635,215
  Inventories (Note B)                               619,977       454,897
  Deferred income tax benefits (Note E)               60,820        55,110
  Prepaid expenses                                    21,138        14,513
                                                   ---------     ---------
    TOTAL CURRENT ASSETS                           1,588,463     1,189,964
                                                   ---------     ---------
PROPERTY, PLANT AND EQUIPMENT, at cost:
  Land and land improvements                         124,053       109,600
  Buildings and stockyards                           694,212       581,129
  Equipment                                        1,373,054     1,156,793
                                                   ---------     ---------
                                                   2,191,319     1,847,522
  Accumulated depreciation and amortization         (960,391)     (857,606)
                                                   ---------     ---------
                                                   1,230,928       989,916
  Construction in progress                           131,837       168,256
                                                   ---------     ---------
                                                   1,362,765     1,158,172
                                                   ---------     ---------
OTHER ASSETS:
  Goodwill, net of accumulated amortization
    of $189,395 and $160,908                       1,054,839       826,866
  Other                                              145,225       138,017
                                                   ---------     ---------
                                                   1,200,064       964,883
                                                   ---------     ---------
                                                  $4,151,292    $3,313,019
                                                   =========     =========
LIABILITIES, REDEEMABLE STOCK AND
 STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses (Note D)  $  731,066    $  629,836
  Notes payable to banks (Note C)                    542,060       140,967
  Federal and state income taxes                     138,910       152,122
  Deferred income taxes (Note E)                       3,361         1,818
  Other                                               15,434        13,967
                                                   ---------     ---------
    TOTAL CURRENT LIABILITIES                      1,430,831       938,710
LONG-TERM OBLIGATIONS (Notes C and F)                789,861       761,182
DEFERRED CREDITS AND OTHER LIABILITIES:
  Deferred income taxes (Note E)                       8,762        25,057
  Other                                              160,172       149,559
                                                   ---------     ---------
                                                     168,934       174,616
                                                   ---------     ---------

REDEEMABLE STOCK                                      44,564        29,892
                                                   ---------     ---------
STOCKHOLDERS' EQUITY:
  Common stock                                         4,964         4,964
  Additional paid-in capital                         404,463       409,564
  Retained earnings                                1,375,590     1,070,930
  Accumulated other comprehensive income              (8,600)      (16,456)
  Treasury stock, at cost                            (59,315)      (60,383)
                                                   ---------     ---------
    TOTAL STOCKHOLDERS' EQUITY                     1,717,102     1,408,619
                                                   ---------     ---------
                                                  $4,151,292    $3,313,019
                                                   =========     =========

See notes to consolidated financial statements.

                        IBP, inc. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                   (In thousands, except per share data)

                                              52 Weeks Ended
                               --------------------------------------------
                               December 25,    December 26,    December 27,
                                   1999            1998            1997
                               ------------    ------------    ------------

Net sales (Note A)              $14,635,036    $13,276,708     $13,446,498
Cost of products sold            13,631,308     12,539,174      12,975,071
                                 ----------     ----------      ----------
Gross profit                      1,003,728        737,534         471,427

Selling, general and
  administrative expenses           445,606        344,596         233,541
                                 ----------     ----------      ----------

Earnings from operations            558,122        392,938         237,886

Interest:
  Incurred                          (81,989)       (70,011)        (56,172)
  Capitalized                         8,589          7,976           6,933
  Income                              5,584          4,464           5,066
                                 ----------     ----------      ----------
                                    (67,816)       (57,571)        (44,173)
                                 ----------     ----------      ----------

Earnings before income taxes
  and extraordinary item            490,306        335,367         193,713

Income taxes (Note E)               173,642        127,577          73,739
                                 ----------     ----------      ----------
Earnings before extraordinary
  Item                              316,664        207,790         119,974

Extraordinary loss on early
  extinguishment of debt,
  less applicable taxes
  (Note F)                            -            (14,815)           -
                                 ----------     ----------      ----------
Net earnings                    $   316,664    $   192,975     $   119,974
                                 ==========     ==========      ==========

Earnings per share (Note K):
  Earnings before
    extraordinary item                $3.25          $2.13           $1.25
  Extraordinary item                    -             (.16)            -
                                       ----           ----            ----
  Net earnings                        $3.25          $1.97           $1.25
                                       ====           ====            ====

Earnings per share - assuming dilution:
  Earnings before extraordinary
    item                              $2.94          $1.95           $1.18
  Extraordinary item                    -             (.14)            -
                                       ----           ----            ----
  Net earnings                        $2.94          $1.81           $1.18
                                       ====           ====            ====

See notes to consolidated financial statements.

                           IBP, inc. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
                      (in thousands, except per share data)

                                       Total                                Accumulated
                             Redeem-   Stock-           Additional             Other
                              able     holders'   Common   Paid-in   Retained Comprehensive Treasury
                              Stock    Equity     Stock    Capital   Earnings    Income      Stock
                             --------------------------------------------------------------------------
Balances, December 28, 1996 $    -  	$1,203,655   $ 4,750 $ 427,456 $  779,199 $      (32) $ (7,718)
                                         ---------
Comprehensive income:
 Net earnings                              119,974                        119,974
 Other comprehensive income:
  Foreign currency
   translation adjustments                  (6,082)                                   (6,082)
                                         ---------
Comprehensive income                       113,892
                                         ---------
Dividends declared on common
 stock, $.10 per share                      (9,249)                        (9,249)
Shares issued                  16,695        4,500       214     4,286
Restricted stock expense          250
Dividends on preferred stock      652         (652)                          (652)
Accretion of preferred stock       30          (30)                           (30)
Treasury shares purchased                  (73,915)                                             (73,915)
Treasury shares delivered under
 employee stock plans                        5,646             (20,504)                          26,150
                             --------    ---------    ------  --------   ---------  ---------
Balances, December 27, 1997 $  17,627   $1,243,847   $ 4,964 $ 411,238 	$  889,242 $   (6,114) $(55,483)
                                         ---------

Comprehensive income:
 Net earnings                              192,975                         192,975
 Other comprehensive income:
  Foreign currency
   translation adjustments		   (10,342)                                   (10,342)
                                         ---------
Comprehensive income                       182,633
                                         ---------
Dividends declared on common
 stock, $.10 per share                      (9,246)                         (9,246)
Dividends on preferred stock    1,719       (1,719)                         (1,719)
Restricted stock expense          700
Accretion of redeemable stock     322         (322)                           (322)
Redeemable shares issued        9,524
Treasury shares purchased                  (12,370)                                             (12,370)
Treasury shares delivered under
 employee stock plans                        5,796              (1,674)      7,470
                             --------    ---------    ------  --------   ---------  ---------   -------
Balances, December 26, 1998 $  29,892   $1,408,619   $ 4,964 $ 409,564 	$1,070,930 $  (16,456) $(60,383)
                                         ---------
Comprehensive income:
 Net earnings                              316,664                         316,664
 Other comprehensive income:
  Foreign currency
   translation adjustments                   7,856                                      7,856
                                         ---------
Comprehensive income                       324,520
                                         ---------
Dividends declared on common
 stock, $.10 per share                      (9,230)                         (9,230)
Accretion of redeemable stock     356         (356)                           (356)
Restricted stock expense        2,316
Dividends on preferred stock    2,418       (2,418)                         (2,418)
Redeemable stock issued        10,000
Redeemable stock repurchased     (418)
Treasury shares purchased                   (6,170)                                               (6,170)
Treasury shares delivered under
 employee stock plans           2,137                           (5,101)                            7,238
                             --------    ---------    ------  --------   ---------  ----------   -------
Balances, December 25, 1999 $  44,564   $1,717,102   $ 4,964 $ 404,463 	$1,375,590 $    (8,600) $(59,315)
                             ========    =========    ======  ========   =========  ==========   =======
See notes to consolidated financial statements.

                        IBP, inc. AND SUBSIDIARIES
                   CONOSLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)

                                                         52 Weeks Ended
                                         ----------------------------------------------
                                         December 25,     December 26,     December 27,
                                             1999            1998              1997
                                         ------------     ------------     ------------
                                                  Inflows (outflows)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings                             $  316,664       $  192,975       $  119,974
                                           ---------        ---------        ---------
 Adjustments to reconcile net earnings
 to cash flows from operations:
  Depreciation and amortization              125,515          110,249           97,890
  Amortization of intangible assets           31,163           28,924           18,562
  Restricted stock compensation                2,316              700              250
  Fixed assets impairment write-downs         29,351             -                -
  Deferred income tax (benefit) provision     (2,497)          (5,169)             726
  Extraordinary loss on extinguishment
   of debt                                      -              14,815             -
  Working capital changes, net of
   effects of acquisitions:
   Accounts receivable                      (164,704)         (28,399)         (21,786)
   Inventories                              (111,835)         (22,967)          (9,358)
   Accounts payable and accrued
    Liabilities                               49,212           70,099          (14,018)
  Other adjustments, net                      22,607           10,206           14,511
                                           ---------        ---------        ---------
                                             (18,872)         178,458           86,777
                                           ---------        ---------        ---------
Net cash flows provided by
 operating activities                        297,792          371,433          206,751
                                           ---------        ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash acquired         (504,420)        (181,887)        (389,369)
 Capital expenditures                       (208,781)        (183,040)        (137,539)
 Proceeds from disposals of marketable
  securities                                  20,800          257,721          403,723
 Purchases of marketable securities          (19,400)        (250,954)        (237,243)
 Investment in life insurance contracts       (7,759)         (38,000)          (4,000)
 Other investing activities, net                (148)            (875)          10,830
                                           ---------        ---------        ---------
 Net cash flows used in investing
  activities                                (719,708)        (397,035)        (353,598)
                                           ---------        ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                 317,964          121,210          279,995
 Net change in checks in process of
  clearance                                   20,576          (29,464)          (7,715)
 Purchase of treasury stock                   (6,170)         (12,370)         (73,915)
 Principal payments on long-term
  obligations                                (10,977)        (118,360)        (216,894)
 Proceeds from issuance of long-term debt    100,800           49,773          132,187
 Proceeds from sale of stock and warrants      9,582            7,944           15,195
 Premiums paid on early retirement of
  debt                                          -             (20,636)            -
 Other financing activities, net              (7,092)         (12,994)          (4,548)
                                           ---------        ---------        ---------
 Net cash flows provided by (used in)
  financing activities                       424,683          (14,897)         124,305
                                           ---------        ---------        ---------
 Effect of exchange rate on cash and
  cash equivalents                             1,698           (1,548)            (746)
                                           ---------        ---------        ---------
 Net change in cash and cash equivalents       4,465          (42,047)         (23,288)
 Cash and cash equivalents at beginning
  of year                                     28,829           70,876           94,164
                                           ---------        ---------        ---------
 Cash and cash equivalents at end of year $   33,294       $   28,829       $   70,876
                                           =========        =========        =========
See notes to consolidated financial statements.

                        IBP, inc. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          FISCAL YEARS ENDED DECEMBER 25, 1999, DECEMBER 26, 1998
          -------------------------------------------------------
                           AND DECEMBER 27, 1997
                           ---------------------
     Columnar amounts in thousands, except share and per share amounts

     A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
          -------------------------------------------

           PRINCIPLES  OF CONSOLIDATION - All subsidiaries are  wholly-
     owned   and   are  consolidated  in  the  accompanying   financial
     statements.  All material intercompany balances, transactions  and
     profits have been eliminated.

           On  February  7, 2000, the company acquired Corporate  Brand
     Foods  America, Inc. ("CBFA") through an exchange of shares.   The
     business  combination was accounted for as a pooling of interests.
     These  historical  financial statements of the company  have  been
     restated  to  give effect to the above acquisition as  though  the
     companies had operated together from the beginning of the earliest
     period presented.

           MANAGEMENT'S 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  dates  of
     the  financial statements and the reported amounts of revenues and
     expenses  during  the  reporting periods.   Actual  results  could
     differ from those estimates.

           FISCAL YEAR - IBP's fiscal year ends on the last Saturday of
     the calendar year.  Fiscal years 1999, 1998 and 1997 all consisted
     of 52 weeks.

           EXPORT  SALES  - In 1999, 1998 and 1997, net  export  sales,
     principally to customers in Asia and also to destinations  in  the
     Americas  and Europe, amounted to $1.7 billion, $1.6  billion  and
     $1.7 billion, respectively.

           STATEMENT  OF CASH FLOWS - For purposes of the statement  of
     cash   flows,   management  considers  all  highly   liquid   debt
     instruments purchased with original maturities of three months  or
     less  to  be  cash equivalents.  Such investments are  carried  at
     cost, which approximates fair value.

          DERIVATIVE INSTRUMENTS - To manage interest rate and currency
     exposures,  the  company  uses interest rate  swaps  and  currency
     forward contracts. IBP specifically designates interest rate swaps
     as   hedges   of   debt   instruments  and   recognizes   interest
     differentials  as adjustments to interest expense  in  the  period
     they  occur.  Gains and losses related to foreign currency  hedges
     of  firmly  committed transactions are deferred and are recognized
     in income when the hedged transaction occurs.

          To manage its commodity exposures, the company uses commodity
     futures,  options  and forward contracts.  These  instruments  are
     used  primarily in forward purchases of livestock and, to a lesser
     extent, forward sales of products.  The company accounts for these
     instruments as hedges of specific lots of livestock or  sales  and
     any  gain  or  loss is not recognized until the hedged transaction
     occurs.

           Livestock  hedging gains or losses are included in  cost  of
     products  sold  while  forward  sales  hedging  transactions   are
     recorded in net sales.  Cash flows related to derivative financial
     instruments  are classified in the statement of cash  flows  in  a
     manner consistent with those of transactions being hedged.

           MARKETABLE SECURITIES - Marketable securities are classified
     as  available  for sale, are highly liquid and are  purchased  and
     sold  on a short-term basis as part of IBP's management of working
     capital.   Such  securities  consist of auction  market  preferred
     stock,  which  management does not intend to hold  more  than  one
     year,   and  tax-exempt  securities  and  commercial  paper   with
     maturities  of  less  than  one year.  Marketable  securities  are
     carried at cost, which approximates fair value.

           INVENTORIES  - Inventories are valued on the  basis  of  the
     lower of first-in, first-out cost or market.

           PROPERTY, PLANT AND EQUIPMENT - Depreciation is provided for
     property, plant and equipment on the straight-line method over the
     estimated  useful  lives of the respective classes  of  assets  as
     follows:

                Land improvements..................8 to 20 years
                Buildings and stockyards..........10 to 40 years
                Equipment..........................3 to 12 years

           Leasehold improvements, included in the equipment class, are
     amortized  over the life of the lease or the life  of  the  asset,
     whichever is shorter.

           GOODWILL  -  Goodwill is amortized on a straight-line  basis
     generally over 40 years.

           IMPAIRMENT  OF LONG-LIVED ASSETS - The company  reviews  the
     carrying  value of its long-lived assets (including goodwill)  for
     impairment  whenever  events or changes in circumstances  indicate
     that  the carrying amount may not be recoverable.  Measurement  of
     any  impairment  is  based on estimated future  undiscounted  cash
     flows  attributable to the assets.  In the event such  cash  flows
     are not expected to be sufficient to recover the carrying value of
     the  assets,  the assets are written down to their estimated  fair
     values.   During  1999,  the company wrote  down  $30  million  of
     impaired  long-lived assets, including $15 million in  the  fourth
     quarter 1999.  These write-downs, which were classified in cost of
     products  sold,  were  primarily  attributable  to  the  company's
     decision to exit its cow boning business.

           FOREIGN  CURRENCY TRANSLATION - The translation  of  foreign
     currency into U.S. dollars is performed for balance sheet accounts
     using  the  current exchange rate in effect at the  balance  sheet
     date  and  for  revenue  and expense accounts  using  the  average
     exchange  rate  during the period.  The gains or losses  resulting
     from  translation  are included in stockholders' equity.  Exchange
     adjustments  resulting from foreign currency  transactions,  which
     were  not  material in any of the years presented,  are  generally
     recognized in net earnings.

          ACCOUNTING CHANGES -     In June 1999, Statement of Financial
     Accounting  Standard ("SFAS") No. 137 was issued,  which  deferred
     the  effective  date for SFAS No. 133, "Accounting for  Derivative
     Instruments and Hedging Activities" and is effective no later than
     the  first  quarter  of  fiscal 2001.  Based  upon  the  company's
     current  level  of derivatives activity, management  expects  that
     this  standard will not materially affect the company's  financial
     position or results of operations.

           COMPREHENSIVE INCOME - Comprehensive income consists of  net
     earnings and foreign currency translation adjustments.  Management
     considers  its foreign investments to be permanent in  nature  and
     does  not  provide  for taxes on currency translation  adjustments
     arising  from converting the investment in a foreign  currency  to
     U.S.  dollars.  There were no reclassification adjustments  to  be
     reported in the periods presented.

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

     B.   INVENTORIES:
          ------------
          Inventories are comprised of the following:

                                   December 25,  December 26,
                                       1999          1998
                                   ------------  ------------
       Product inventories:
         Raw materials              $ 57,385      $ 40,754
         Work in process              84,505        70,643
         Finished goods              243,495       171,878
                                     -------       -------
                                     385,385       283,275
       Livestock                     137,300        89,321
       Supplies                       97,292        82,301
                                     -------       -------
                                    $619,977      $454,897
                                     =======       =======

     C.   CREDIT ARRANGEMENTS:
          --------------------
           At  December  25,  1999,  IBP had in  place  four  committed
     revolving  credit  facilities totaling $659 million  in  potential
     borrowings. The primary facilities were a $500 million  multi-year
     credit  facility (the "Multi-Year Facility") and  a  $100  million
     revolving  promissory note (the "Promissory Note"). Two  revolvers
     in  place  at  CBFA  at  December 25, 1999  with  $59  million  in
     borrowing capacity were terminated on February 7, 2000.  From time
     to time, IBP also used uncommitted lines of credit for some or all
     of its short-term borrowing needs.

           The  Multi-Year  Facility  is a revolving  facility  with  a
     maturity  date of December 20, 2000. Facility fees can  vary  from
     .085  to  .200  of  1% on the total amount of  the  facility.  The
     Promissory Note was extended on May 1, 1999 and matures  on  April
     30, 2000.

           In  January 2000, the company increased its revolving credit
     capacity  by $300 million via a one-year facility with  two  major
     financial  institutions.  Credit terms were similar  to  those  in
     existing credit facilities.

          There were total borrowings of $538 million outstanding under
     the  revolving  facilities at December 25, 1999, $320  million  of
     which  was classified as current liabilities.  IBP also  had  $133
     million  of  short-term borrowings outstanding  at  year-end  1999
     under  uncommitted credit lines.  The remaining $218 million under
     revolving  facilities  was  classified  as  non-current   in   the
     consolidated  balance sheet.  The interest rate  at  December  25,
     1999 on the non-current portion was 6.9%.

           During  fiscal 1999, the maximum amount of borrowings  under
     all of IBP's credit arrangements, including any amounts considered
     non-current,  was  $786 million.  Average borrowings  under  IBP's
     credit  arrangements and the weighted average interest rate during
     fiscal  1999  were  $606  million and 5.5%.  The  comparable  1998
     figures  were  average borrowings of $437 million and  an  average
     interest rate of 5.8%.

           IBP's credit facility agreements contain certain restrictive
     covenants  which, among other things, (1) require the  maintenance
     of  a  minimum debt service coverage ratio; and (2) provide for  a
     maximum funded debt ratio.

     D.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
          --------------------------------------
          Accounts payable and accrued expenses are comprised of the
     following:

                                    December 25,  December 26,
                                        1999          1998
                                    ------------  ------------
       Accounts payable, principally
         trade creditors              $300,189      $247,605
                                       -------       -------
       Checks in process of clearance  122,754       101,888
                                       -------       -------
       Accrued expenses:
         Employee compensation          98,586        87,725
         Employee benefits              47,274        37,139
         Property and other taxes       25,587        24,809
         Marketing costs                23,541        18,663
         Other                         113,135       112,007
                                       -------       -------
                                       308,123       280,343
                                       -------       -------
                                      $731,066      $629,836
                                       =======       =======

     E.   INCOME TAXES:
          -------------
          Income tax expense consists of the following:
                                 1999       1998       1997
                              --------   --------   --------
       Current:
         Federal               $151,845   $119,831   $ 74,364
         State                   21,194     13,555      3,949
         Foreign                  3,100       (640)    (5,300)
                                -------    -------    -------
                                176,139    132,746     73,013
                                -------    -------    -------
       Deferred:
         Federal                 (5,015)    (5,550)     2,700
         State                     (107)       531        251
         Foreign                  2,625       (150)    (2,225)
                                -------    -------    -------
                                 (2,497)    (5,169)       726
                                -------    -------    -------
                               $173,642   $127,577   $ 73,739
                                =======    =======    =======

           Total income tax expense varies from the amount which  would
     be  provided  by  applying the U.S. federal  income  tax  rate  to
     earnings   before  income  taxes.  The  major  reasons  for   this
     difference (expressed as a percentage of pre-tax earnings) are  as
     follows:

                                   1999     1998     1997
                                 -------- -------- --------
          Federal income tax rate  35.0%    35.0%    35.0%
          State income taxes, net
            of federal benefit      2.8      2.9      1.8
          Settlement of federal
            audit issues           (2.8)      -        -
          Foreign tax items        (1.6)    (1.3)    (1.9)
          Goodwill amortization     1.5      1.8      2.5
          Other, net                0.5     (0.4)     0.7
                                   ----     ----     ----
                                   35.4%    38.0%    38.1%
                                   ====     ====     ====

           Management  reached  a  settlement with  the  U.S.  Internal
     Revenue  Service ("IRS") on audit issues related to  fiscal  years
     1989,  1990  and 1991.  The IRS is currently examining  the  years
     1992  through 1996.  In management's opinion, adequate  provisions
     for income taxes have been made for all years.
           Deferred income tax liabilities and assets were comprised of
     the following:

                                           December 25,      December 26,
                                               1999              1998
                                           ------------      ------------
      Deferred tax assets:
        Nondeductible accrued liabilities   $  104,938        $   97,670
        State tax credit carryforwards           9,140             8,543
        Bad debt and claims reserves             5,908             4,579
        Federal and state operating
         loss carryforwards                     31,969            20,874
        Other                                    4,213             3,813
                                             ---------         ---------
        Gross deferred tax assets              156,168           135,479
        Valuation allowance                     (9,140)           (8,543)
                                             ---------         ---------
        Net deferred tax assets                147,028           126,936
                                             ---------         ---------
      Deferred tax liabilities:
        Fixed assets                           (76,280)          (81,229)
        Intangible assets                      (17,901)          (13,339)
        Other                                   (4,150)           (4,133)
                                             ---------         ---------
                                               (98,331)          (98,701)
                                             ---------         ---------
                                            $   48,697        $   28,235
                                             =========         =========

      The  net  $0.6  million increase in the valuation  allowance  for
      deferred  tax  assets  was the result of net  state  tax  credits
      earned.   No  benefit  has been recognized for  these  state  tax
      credit  carryforwards, most of which expire  in  the  years  2004
      through 2008.

             At   December  25,  1999,  after  considering  utilization
      restrictions,  the  company's  acquired  tax  loss  carryforwards
      approximated $94 million, including $48 million acquired  in  the
      purchase of H&M Food Systems Company, Inc. (see note L). The  net
      operating  loss  carryforwards, which are subject to  utilization
      limitations due to ownership changes, may be utilized  to  offset
      future taxable income as follows: approximately $21 million  each
      in  2000,  2001,  2002 and 2003 and $11 million  in  2004.   Loss
      carryforwards  not  utilized in the  first  year  that  they  are
      available  may be carried over and utilized in subsequent  years,
      subject  to  their  expiration  provisions.  These  carryforwards
      expire during the years 2005 through 2019.

      F.   LONG-TERM OBLIGATIONS:
           ----------------------
           Long-term obligations are summarized as follows:

                                         December 25,      December 26,
                                             1999             1998
                                         ------------      ------------
       Revolving credit facilities        $  218,327        $  196,764
       CBFA Term Loans                       138,125           143,650
       7.45% Senior Notes due 2007           125,000           125,000
       6.125% Senior Notes due 2006          100,000           100,000
       7.125% Senior Notes due 2026          100,000           100,000
       6.0% Securities due 2001               50,000            50,000
       CBFA Subordinated Notes                33,464            31,000
       Present value of capital
         lease obligations                    26,878            27,676
       Other                                  11,192            (2,033)
                                           ---------         ---------
                                             802,986           772,057
       Less amounts due within one year       13,125            10,875
                                           ---------         ---------
                                          $  789,861        $  761,182
                                           =========         =========

            On  February 7, 2000, the company completed its merger with
      CBFA   and  refinanced  all  of  CBFA's  various  existing   debt
      obligations.   The  company used available IBP credit  facilities
      which were at more favorable terms.

            On  January  31, 2000, the company issued $300  million  of
      7.95%  10-year  notes  under  its $550  million  Debt  Securities
      program  originally registered with the Securities  and  Exchange
      Commission  ("SEC")  in 1996.  This Debt Securities  program  was
      subsequently amended and filed with the SEC on January 27,  2000.
      The  net proceeds, issued at a slight discount to par, were  used
      to  repay  existing borrowings under revolving credit facilities.
      Interest is payable semiannually.

            During  the  first quarter 1998, the company completed  its
      purchase  of  all of the $112 million outstanding  10.75%  Senior
      Subordinated  Notes  of  its wholly-owned subsidiary,  Foodbrands
      America,   Inc.   ("Foodbrands").    Net   prepayment   premiums,
      accelerated amortization of unamortized deferred financing costs,
      and  transaction expenses totaled $24 million, before  applicable
      income  tax benefit of $9 million, and was accounted  for  as  an
      extraordinary loss.

           The purchase of the Foodbrands obligations by IBP was funded
      with available credit facilities. The portion of borrowings under
      IBP's  revolving credit facilities considered long-term was  $218
      million  at  December 25, 1999 and $197 million at  December  26,
      1998.

            Substantially all of the leased assets under capital leases
      can be purchased by IBP at the end of the respective lease terms.
      Leased  assets,  which are included with owned  property  in  the
      consolidated  balance  sheets,  at  cost  totaled  $32   million;
      accumulated amortization on these assets totaled $12 million.

           Aggregate maturities of long-term obligations, excluding the
      CBFA  obligations retired in February 2000, for each of the  five
      fiscal years subsequent to 1999 are (in millions): $179.0; $55.0;
      $3.2; $2.3 and $3.8.

      G.   STOCK PLANS:
           ------------
           Officer Long-Term Stock Plans:
           ------------------------------
           IBP  has  officer long-term stock plans which  provide  for
      awards   to  key  officers  of  IBP  which,  subject  to  certain
      restrictions, will vest generally after five years  resulting  in
      the  delivery of shares of common stock over the one-year  period
      following  such  vesting.   At  December  25,  1999,  there  were
      approximately  607,000 shares available for future  awards  under
      the plans.  The company recognized compensation expense for these
      plans  totaling  $3.1  million, $2.3 million  and  $3.3  million,
      respectively, in 1999, 1998 and 1997.

      The  status of shares under the officer long-term stock plans  is
      summarized as follows:

                                     Number of     Weighted Average
                                      Shares       Price per Share
                                     -------------------------------
       Balance, December 28, 1996     1,342.2          $11.13
         Granted                        290.6           21.11
         Delivered                   (1,020.0)           8.41
         Forfeited                      (10.2)          18.36
                                     -------------------------------
       Balance, December 27, 1997       602.6           20.48
         Granted                         48.8           23.94
         Delivered                         -              -
         Forfeited                       (9.3)          21.48
                                     -------------------------------
       Balance, December 26, 1998       642.1           20.54
         Granted                         61.7           22.49
         Delivered                      (86.9)          15.12
         Forfeited                       (6.9)          25.38
                                     -------------------------------
       Balance, December 25, 1999       610.0          $21.84
                                     -------------------------------

     Stock Option Plans:
     -------------------
           IBP  has  stock option plans under which incentive and  non-
     qualified  stock  options  may be granted  to  key  employees  and
     directors  of IBP and its subsidiaries.  As of December 25,  1999,
     the plans provided for the delivery of up to 7.1 million shares of
     common stock upon exercise of options granted at no less than  the
     market  value  of the shares on the effective date  of  grant.  An
     additional  0.4 million options granted in 1998 were non-qualified
     ("non-qualifying options") based upon differences in market  price
     on the effective date and issuance date.  The expense recorded for
     the non-qualifying options was not material in 1999 or 1998.

           All options may be granted for terms up to but not exceeding
     ten years and are generally fully vested after five years from the
     date  granted.  At December 25, 1999 and December 26, 1998,  there
     were  2.7  million and 3.2 million options, respectively, reserved
     for future grants.

           The  company  follows  the  disclosure-only  provisions  of
     Statement  of Financial Accounting Standards No. 123,  "Accounting
     for Stock-Based Compensation" ("SFAS No. 123").  Accordingly, no
     compensation cost has  been   recognized  for  the stock  option
     plans  under  that standard.  Had compensation cost for IBP's stock
     option plans been determined based on the fair value at the grant
     date for awards in 1999,  1998, and 1997 consistent with the
     provisions of  SFAS  No. 123,  IBP's  net earnings and earnings per
     share would  have  been reduced to the pro forma amounts indicated
     below :

                                           1999        1998        1997
                                         --------    --------    --------
       Net earnings - as reported        $316,664    $192,975    $119,974
       Net earnings - pro forma           313,120     190,056     117,196
       Earnings per share - as reported      3.25        1.97        1.25
       Earnings per share - pro forma        3.21        1.94        1.22
       Earnings per diluted share -
         as reported                         2.94        1.81        1.18
       Earnings per diluted share -
         pro forma                           2.91        1.79        1.16

     The  weighted  average fair values at date of  grant  for  options
     granted  at  market value during 1999, 1998 and 1997  were  $7.53,
     $7.29 and $7.91 per option respectively. The weighted-average fair
     value  for  the non-qualifying options granted in 1998 was  $13.15
     per  option.  The fair value of each option was estimated  on  the
     date  of  grant using the Black-Scholes option-pricing model  with
     the following weighted-average assumptions for options granted  in
     1999, 1998 and 1997:

                                       1999        1998        1997
                                     --------    --------    --------
       Expected option life           6 years     6 years     6 years
       Expected annual volatility        26%         26%         26%
       Risk-free interest rate          5.8%        4.7%        5.8%
       Dividend yield                   0.4%        0.4%        0.4%

     The  status  of  stock options under the plans  is  summarized  as
     follows:

                             Number of   Weighted Average     Options
                              Shares      Price Per Share   Exercisable
                            ----------- ------------------ -------------
       Balance at
        December 28, 1996     4,549.9         $16.09          1,721.0
         Granted                658.2          21.63
         Exercised             (738.5)          8.78
         Canceled              (344.4)         21.25
      ------------------------------------------------------------------
      Balance at
        December 27, 1997     4,125.2          17.85          1,846.3
         Granted at market
          value                 208.7          21.37
         Granted at a price
          below market          434.2          16.56
       value
         Exercised             (320.1)         11.44
         Canceled              (199.4)         21.64
      ------------------------------------------------------------------
       Balance at
        December 26, 1998     4,248.6          18.20          2,230.9
         Granted                651.0          20.63
         Exercised             (290.9)         10.64
         Canceled              (179.0)         21.65
      ------------------------------------------------------------------
       Balance at
        December 25, 1999     4,429.7         $18.92          2,543.7

     The  following  table summarizes information about  stock  options
     outstanding at December 25, 1999:

                              Number      Weighted Average
          Range of         Outstanding       Remaining        Weighted Average
      Exercisable Prices   At 12/25/99    Contractual Life     Exercise Price
     -------------------- ------------- ------------------- -------------------
      $ 6.75 to 15.99          994.2         2.9 years           $10.84
       16.00 to 25.99        3,335.7         6.9 years            21.06
       26.00 to 33.00           99.8         7.0 years            28.11
     --------------------------------------------------------------------------
      $ 6.75 to 33.00        4,429.7         6.3 years           $18.92

                                     Number
               Range of           Exercisable       Weighted Average
          Exercisable Prices      At 12/25/99        Exercise Price
         --------------------    -------------     ------------------
            $ 6.75 to 15.99           971.1               $10.73
             16.00 to 25.99         1,529.2                21.77
             26.00 to 33.00            43.4                28.33
         ------------------------------------------------------------
            $ 6.75 to 33.00         2,543.7               $17.65

         Shares of common stock to be delivered for approximately 0.6
     million  options  under  the stock option  plans  must  come  from
     previously  issued  shares.  All  other  shares  of  stock  to  be
     delivered pursuant to the stock option plans and the officer long-
     term stock plans may alternatively come from previously authorized
     but unissued common stock.

         The  company,  by virtue of its acquisition  of  CBFA,  has  a
     restricted  stock plan for which, upon termination  of  employment
     with  the company, grantees have the right to require the  company
     to  purchase the vested portion of shares issued under the plan at
     fair  market  value.   As  a result of this  mandatory  redemption
     feature  (the  "Put Features"), shares issued under the  plan  are
     classified  as  redeemable stock in the accompanying  consolidated
     balance sheet, and the plan is accounted for as a "variable  plan"
     in  accordance with APB Opinion #25.  Since the inception  of  the
     plan,   no  grantees  have  exercised  their  Put  Features,   and
     management  considers the likelihood of significant  Put  Features
     being  exercised in the future to be remote.  The company recorded
     compensation  expense  of  $2.3 million,  $0.7  million  and  $0.3
     million  related to these grants in fiscal 1999,  1998  and  1997,
     respectively.   Approximately 1.2 million shares were  granted  in
     fiscal  1997  and 0.8 million shares were granted in fiscal  1999.
     At  December  25, 1999, there were approximately 2 million  shares
     outstanding under the restricted stock plan. Approximately 1.3 million
     shares outstanding under the restricted stock plan were vested at
     the merger date (February 7, 2000) and delivered.  The remaining 0.7
     million shares outstanding at that date will vest no later than 8
     years following the grant date, based on a combination of performance-
     based and time-based criteria.

     Preferred Stock:
     ----------------
         CBFA had three series of preferred stock outstanding at December 25,
     1999.  All preferred stock and dividends in arrears were redeemed at
     the merger date (February 7, 2000) for $28.5 million.

     H.   SUPPLEMENTAL CASH FLOW INFORMATION:
          -----------------------------------
          Supplemental  information on cash payments is  presented  as
     follows:

                                        1999        1998        1997
                                     ----------  ----------  ----------
      Interest, net of amounts
        capitalized                   $ 65,137    $ 62,598    $ 42,885
       Income taxes                    197,235      76,364      41,345

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

          The  notional  amounts  of these swap  agreements  were  $50
     million  at year-end 1999 and $99 million at year-end  1998.   The
     notional amounts of these and other derivative instruments do  not
     represent  assets or liabilities of the company but,  rather,  are
     the basis for the settlements under the contract terms.

          The  company's  Canadian  subsidiary  enters  into  currency
     futures  contracts  to  hedge its exposures on  receivables,  live
     cattle  and  purchase  commitments  in  foreign  currencies.    At
     December  25, 1999, the company had outstanding contracts  to  buy
     Canadian dollars totaling CDN$96 million at various dates  through
     2000.  Comparable outstanding contracts at year-end  1998  totaled
     CDN$130  million.  The company also had outstanding  contracts  at
     year-end  1999 to sell $20 million U.S. dollars at various  dates.
     There were no such contracts outstanding at year-end 1998.

          There were no material realized or unrealized gains or losses
     for  any  derivative financial instruments in any  of  the  fiscal
     years presented.  The company monitors the risk of default by  its
     financial  instrument  counterparties,  all  of  which  are  major
     financial institutions, and does not anticipate nonperformance.

          Fair Value of Financial Instruments:
          ------------------------------------
          The following methods and assumptions are used in estimating
     the   fair   value  of  each  class  of  the  company's  financial
     instruments at December 25, 1999:

          For   cash  equivalents,  marketable  securities,  accounts
     receivable,  notes  payable  and accounts  payable,  the  carrying
     amount is a reasonable estimate of fair value because of the short-
     term nature of these instruments.

          For securities included in other assets, fair value is based
     upon  quoted  market prices for these or similar securities.   The
     carrying  amount  approximates fair value  for  these  securities.
     Life insurance contracts are carried at fair value.

          For long-term debt, fair value was determined using valuation
     techniques that considered cash flows discounted at current market
     rates  and  management's  best estimate  for  instruments  without
     quoted  market  prices.   At  year-end 1999,  the  carrying  value
     exceeded  the  fair value by $14 million.  At year-end  1998,  the
     fair  value  exceeded  the  carrying value  by  $6  million.   The
     company's long-term debt is generally not callable until maturity,
     except for the 7.125% Senior Notes due 2026 and all of CBFA's debt
     obligations, subject to prepayment premiums.

          For   derivatives,  the  fair  value  was  estimated  using
     termination cash values.  The fair values of IBP's derivatives  at
     year-ends 1999 and 1998 were not material.

     J.   PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:
          -----------------------------------------------
          IBP's  subsidiary, Foodbrands America, Inc. ("Foodbrands"),
     has  defined  benefit pension plans at three  of  its  facilities.
     Foodbrands  also provides life insurance and medical benefits  for
     substantially all retired hourly and salaried employees of one  of
     its subsidiaries under various defined benefit plans.

                                     Pension Benefits     Other Benefits
                                   -------------------- ------------------
                                      1999      1998      1999      1998
                                   ---------- --------- -------- ---------
   Change in benefit obligation:
   Benefit obligation at beginning
    of year                         $ 70,921  $ 68,933  $ 68,851  $ 69,410
   Service cost                          568       473       221       229
   Interest cost                       4,690     4,787     4,452     4,799
   Actuarial (gain) loss              (3,979)    3,117    (4,634)      666
   Benefits paid                      (6,284)   (6,389)   (5,938)   (6,253)
                                     -------   -------   -------   -------
   Benefit obligation at end of year  65,916    70,921    62,952    68,851
                                     -------   -------   -------   -------

   Change in plan assets:
   Fair value of plan assets at
    beginning of year                 66,737    65,110         5         9
   Actual return on plan assets        9,378     5,165         1      -
   Employer contribution                 188     2,851     5,954     6,249
   Benefits paid                      (6,284)   (6,389)   (5,938)   (6,253)
                                     -------   -------   -------   -------
   Fair value of plan assets at end
    of year                           70,019    66,737        22         5
                                     -------   -------   -------   -------

   Funded status                       4,103    (4,184)  (62,930)  (68,846)
   Unrecognized net actuarial (gain)
    loss                              (3,967)    3,812    (3,064)    1,587
                                     -------   -------   -------   -------
   Net amount recognized            $    136  $   (372) $(65,994) $(67,259)
                                     =======   =======   =======   =======

   Amounts recognized in the statement
    of financial position consist of:
   Prepaid benefit cost             $  1,040  $  1,046  $   -     $   -
   Accrued benefit liability            (904)   (1,418)  (65,994)  (67,259)
                                     -------   -------   -------   -------
   Net amount recognized            $    136  $   (372) $(65,994) $(67,259)
                                     =======   =======   =======   =======
   Weighted-average assumptions as
    of year end:
   Discount rate                        7.75%     6.75%     7.75%     6.75%
   Expected return on plan assets       8.50%     8.50%     n/a        n/a

           For measurement purposes, a 9.2% annual rate of increase  in
     the  per  capita claims cost of covered health care  benefits  was
     assumed  for 1999.  The rate was assumed to decrease gradually  to
     8.7%  by  2001, 7.5% by 2006, and 6.5% by 2011 and remain at  that
     level thereafter.

     Components of net periodic benefit cost:

      Pension benefits
                                         1999        1998        1997
                                       --------    --------    --------
      Service cost                    $    568    $    473    $    411
      Interest cost                      4,690       4,787       4,956
      Expected return on plan assets    (5,578)     (5,501)     (4,993)
                                       -------     -------     -------
      Net periodic (benefit) cost     $   (320)   $   (241)   $    374
                                       =======     =======     =======

      Other benefits
                                         1999        1998        1997
                                       --------    --------    --------
      Service cost                    $    221    $    229    $    197
      Interest cost                      4,452       4,799       5,018
      Expected return on plan assets      -             (1)         (2)
                                       -------     -------     -------
      Net periodic cost               $  4,673    $  5,027    $  5,213
                                       =======     =======     =======

           Assumed  health  care cost trend rates  have  a  significant
     effect  on the amounts reported for the health care plan.  A  one-
     percentage-point  change in assumed health care cost  trend  rates
     would have the following effects:

                                        1-percentage-   1-percentage-
                                       Point Increase   Point Decrease
                                      ---------------- ----------------
      Effect on total of service and
       interest cost components for 1999   $   117        $   (45)
      Effect on year-end postretirement
       benefit obligation                  $   923        $  (898)

   K. EARNINGS PER SHARE:

                                                        Fiscal Year
                                            ----------------------------------
                                               1999        1998        1997
                                            ----------  ----------  ----------
   Numerator:
    Earnings before extraordinary item       $316,664    $207,790    $119,974
    Preferred stock dividends and accreation   (2,774)     (2,041)       (682)
                                              -------     -------     -------
    Earnings available for common shares     $313,890    $205,749    $119,292
                                              =======     =======     =======
   Denominator:
    Weighted average common shares
     outstanding                               96,586      96,774      95,811
    Dilutive effect of employee stock plans    10,016       8,554       5,014
                                              -------     -------     -------
    Diluted average common shares             106,602     105,328     100,825
                                              =======     =======     =======
    Basic earnings before extraordinary
     item per common share                      $3.25       $2.13       $1.25
                                                 ====        ====        ====
    Diluted earnings before extraordinary
     item per common share                      $2.94       $1.95       $1.18
                                                 ====        ====        ====

     The  summary below lists stock options outstanding at the  end  of
     the  fiscal  years which were not included in the computations  of
     diluted  EPS because the options' exercise price was greater  than
     the  average market price of the common shares.  These options had
     varying expiration dates.

                                       1999        1998        1997
                                    ----------  ----------  ----------
      Stock options excluded from
       Diluted EPS computation        1,552         120        1,406

      Average option price per share $24.72      $27.28       $24.95

     L.  ACQUISITIONS:
         -------------
          1999 Acquisitions
          -----------------
          Early  in  the second quarter 1999, the company acquired  the
     outstanding stock of two companies, H&M Food Systems Company, Inc.
     ("H&M")  and  Zemco Industries, Inc., the owner of  Russer  Foods.
     H&M  is  a  producer of custom-formulated pre-cooked meat products
     and  prepared foods with two plants in Texas.  Russer Foods, based
     in  Buffalo, New York,  produces and markets a variety of  premium
     deli  meats.   Both  operations will  operate  as  part  of  IBP's
     Foodbrands subsidiary.

          Early  in the third quarter 1999, Foodbrands acquired  Wilton
     Foods, Inc., ("Wilton Foods") a leading producer of premium kosher
     meals  and  prepared foods for airlines and institutions.   Wilton
     Foods,  based  in Goshen, New York, also produces  premium  kosher
     hors d'oeuvres and appetizers.

          In  the third quarter 1999, IBP, through its IBP Foods,  Inc.
     subsidiary, purchased substantially all of the operating assets of
     Thorn Apple Valley, Inc. ("TAVI"), a further processor of pork and
     poultry   products,   which  had  been  involved   in   bankruptcy
     proceedings.  The  purchase  of  the  TAVI  assets  included  five
     processing  plants, most of its current assets  and  a  number  of
     product brand names.

          In  the  fourth quarter 1999, the company, via its Corporate
     Brand  Foods America, Inc. subsidiary, acquired substantially  all
     of  the  operating assets of Wright Brand Foods, Inc., and two  of
     its  affiliates  (collectively, "WBF").  WBF is a  Vernon,  Texas-
     based  processor  of  quality  bacon  and  other  processed   pork
     products.

          All of the acquisitions above were accounted for as purchase
     business combinations.  Approximately $254 million of goodwill was
     recorded  with  these  acquisitions and is being  amortized  on  a
     straight-line basis over 40 years.

          The  following pro forma financial information  assumes  the
     above  businesses were acquired at the beginning of  1998.   These
     results  have been prepared for comparative purposes only  and  do
     not  purport to be indicative of what would have occurred had  the
     assets  been acquired at the beginning of 1998, or of the  results
     which  may  occur  in the future.  The pro forma  results  do  not
     include TAVI's discontinued fresh pork operation which IBP did not
     purchase.   However, the pro forma results do include  significant
     TAVI   nonrecurring   charges  related  to  goodwill   and   asset
     impairments, Russian credit losses, product recalls and bankruptcy-
     related legal and financing expenses.

                                                52 Weeks Ended
                                         -----------------------------
                                            Dec. 25,       Dec. 26,
                                              1999           1998
                                         -------------- --------------
                                                   (unaudited)
       Net sales                           $15,078,944     $14,178,208
       Earnings from operations                513,931         435,639
       Earnings before extraordinary item      250,839         221,738
       Net earnings                            250,839         206,923
       Earnings per diluted share:
        Earnings before extraordinary item       $2.33           $2.09
        Net earnings                              2.33            1.95

          Corporate Brand Foods America
          -----------------------------
          On  February 7, 2000, the company acquired Corporate  Brand
     Foods  America,  Inc. ("CBFA"), a privately  held  processor  and
     marketer  of  meat  and  poultry  products  for  the  retail  and
     foodservice  markets.  In the transaction,  accounted  for  as  a
     pooling  of interests, IBP issued 14.4 million common shares  for
     all  of  the outstanding stock of CBFA.  The company also assumed
     $344 million of CBFA's debt and preferred stock obligations.

          IBP  had product sales to CBFA in IBP's fiscal years  ended
     December 25, 1999 and December 26, 1998, totaling $65 million and
     $53  million,  respectively.  The effects  of  conforming  CBFA's
     accounting  policies  to  those of IBP were not material.

          The  following  information presents certain  statement  of
     earnings data of CBFA for the periods preceding the merger:

                                                         Period from
                                                          Inception
                    Twelve Months     Twelve Months    (Jan. 28, 1997)
                        Ended             Ended            through
                  December 25, 1999 December 26, 1998 December 27, 1997
                  ----------------- ----------------- -----------------
                     (unaudited)
     Net sales         $624,632         $480,855         $236,712
     EBITDA(1)           46,275           32,150           17,692
     Net earnings         3,403            2,968            2,960

     (1)Earnings before interest, taxes, depreciation and amortization

     M. BUSINESS SEGMENTS:
        ------------------
           The  company has two principal business units, Fresh  Meats
     and  Foodbrands America (formerly described as Enterprises), and,
     accordingly,  has  two  business  segments.   IBP's  Fresh  Meats
     operation relates principally to the meat processing industry and
     primarily  involves  cattle  and hog  slaughter,  beef  and  pork
     fabrication  and  related allied product  processing  activities.
     This   segment   markets   its  products   to   food   retailers,
     distributors,  wholesalers, restaurant and  hotel  chains,  other
     food  processors and leather makers, as well as manufacturers  of
     pharmaceuticals and animal feeds.  The Foodbrands America segment
     consists  of  several  IBP subsidiaries,  principally  Foodbrands
     America, Inc., The Bruss Company, IBP Branded Foods, Inc. and IBP
     Foods,  Inc.  The Foodbrands America group produces, markets  and
     distributes a variety of frozen and refrigerated products to  the
     "away   from  home"  food  preparation  market,  including  pizza
     toppings  and  crusts,  value-added pork-based  products,  ethnic
     specialty  foods, appetizers, soups, sauces and  side  dishes  as
     well as deli meats and processed beef, pork and poultry products.
     Foodbrands America also produces portion-controlled premium  beef
     and  pork  products  for  sale  to  restaurants  and  foodservice
     customers  in  domestic and international markets.   The  company
     operates principally in the United States.

           Intersegment   sales   have  been  recorded   at   amounts
     approximating market.  Earnings from operations are comprised  of
     net  sales  less  all identifiable operating expenses,  allocated
     corporate  selling,  general  and  administrative  expenses,  and
     goodwill  amortization.  Net interest expense  and  income  taxes
     have been excluded from segment operations.

 NET SALES                            1999           1998           1997
 ---------                        ------------   ------------   ------------
 Sales to unaffiliated customers:
  Fresh Meats                     $ 12,191,049   $ 11,566,452   $ 12,351,843
  Foodbrands America                 2,443,987      1,710,256      1,094,655
                                   -----------    -----------    -----------
                                  $ 14,635,036   $ 13,276,708   $ 13,446,498
                                   ===========    ===========    ===========

 Intersegment sales:
  Fresh Meats                     $    431,546   $    294,339   $    226,280
  Intersegment elimination            (431,546)      (294,339)      (226,280)
                                   -----------    -----------    -----------
                                  $       -      $       -      $       -
                                   ===========    ===========    ===========

 Net sales:
  Fresh Meats                     $ 12,622,595   $ 11,855,482   $ 12,555,620
  Foodbrands America                 2,443,987      1,715,565      1,117,158
  Intersegment elimination            (431,546)      (294,339)      (226,280)
                                   -----------    -----------    -----------
                                  $ 14,635,036   $ 13,276,708   $ 13,446,498
                                   ===========    ===========    ===========

 EARNINGS FROM OPERATIONS
 ------------------------
  Fresh Meats                     $    440,235   $    294,230       $197,584
  Foodbrands America                   117,887         98,708         40,302
                                   -----------    -----------    -----------
  Total earnings from operations       558,122        392,938        237,886

  Net interest expense                 (67,816)       (57,571)       (44,173)
                                   -----------    -----------    -----------
  Earnings before income taxes and
   and extraordinary item         $    490,306   $    335,367   $    193,713
                                   ===========    ===========    ===========

 TOTAL ASSETS
 ------------
  Fresh Meats                     $  2,157,087   $  1,965,221   $  1,899,842
  Foodbrands America                 1,994,205      1,347,798      1,071,670
                                   -----------    -----------    -----------
                                  $  4,151,292   $  3,313,019   $  2,971,512
                                   ===========    ===========    ===========

 ADDITIONS TO PROPERTY, PLANT
  AND EQUIPMENT, INCLUDING
  ACQUISITIONS                         1999           1998           1997
 ----------------------------     ------------   ------------   ------------

  Fresh Meats                     $    108,931   $    121,328   $     96,575
  Foodbrands America                   604,270        243,599        430,333
                                   -----------    -----------    -----------
                                  $    713,201   $    364,927   $    526,908
                                   ===========    ===========    ===========

 DEPRECIATION AND AMORTIZATION
 -----------------------------
  Of fixed assets:
   Fresh Meats                    $     74,224   $     72,705   $     73,367
   Foodbrands America                   51,291         37,544         24,523
                                   -----------    -----------    -----------
                                  $    125,515   $    110,249   $     97,890
                                   ===========    ===========    ===========
  Of intangible assets:
   Fresh Meats                    $      8,557   $     12,295   $      8,944
   Foodbrands America                   22,606         16,629          9,618
                                   -----------    -----------    -----------
                                  $     31,163   $     28,924   $     18,562
                                   ===========    ===========    ===========

 NET SALES BY GEOGRAPHIC LOCATION OF CUSTOMERS
 ---------------------------------------------
                                       1999           1998           1997
                                  ------------   ------------   ------------

  United States
                                   $12,472,491    $11,376,453    $11,355,422
  Japan                                845,150        784,624        909,855
  Canada                               510,801        421,701        508,568
  Korea                                224,131        134,271        224,272
  Mexico                               194,627        177,474        125,533
  Other foreign countries              387,836        382,185        322,848
                                   -----------    -----------    -----------
                                   $14,635,036    $13,276,708    $13,446,498
                                   ===========    ===========    ===========

     N.    COMMITMENTS:
           ------------
           The  company  leases various facilities and equipment  under
     noncancelable operating lease arrangements which expire at various
     dates  through  the  year  2012.  Future  minimum  payments  under
     noncancelable operating leases with lease terms in excess  of  one
     year  at  December  25,  1999 totaled approximately  $73  million.
     Aggregate  maturities for each of the five fiscal years subsequent
     to 1999 are (in millions) $18.8; $10.9; $7.7; $5.6; and $4.6.  The
     company's  rental  expense  for  all  operating  leases  was   (in
     millions) $27.0; $23.9; and $16.4 for fiscal years 1999, 1998  and
     1997.

           The  company  had livestock and other purchase  commitments,
     letters  of   credit,  and  other commitments  and  guarantees  at
     December   25,   1999  aggregating  approximately  $302   million.
     Livestock purchase commitments  were at a market or market-derived
     price  at  the time of delivery or were fully hedged if the  price
     was determined at an earlier date.

           In addition to the livestock purchase commitments above, the
     company  is committed to purchase approximately 24 million  market
     hogs  between 2000 and 2009 at market-derived prices under various
     contracts  with producers.  Contractual commitments for  the  next
     five  years average approximately 4.6 million hogs annually, which
     represents  approximately 21% of IBP's current  annual  production
     capacity.

     O.    CONTINGENCIES:
           --------------
           IBP is involved in numerous disputes incident to the ordinary
     course  of  its  business.   In  the opinion  of  management,  any
     liability  for which provision has not been made relative  to  the
     various  lawsuits,  claims and administrative proceedings  pending
     against  IBP,  including those described below, will  not  have  a
     material  adverse  effect  on its future consolidated  results  of
     operations, financial position or liquidity.

           In  July  1996, a lawsuit was filed against IBP  by  certain
     cattle  producers in the U.S. District Court, Middle  District  of
     Alabama, seeking certification of a class of all cattle producers.
     The  complaint  alleges that IBP has used  its  market  power  and
     alleged  "captive supply" agreements to reduce the prices paid  to
     producers for cattle.  Plaintiffs have disclosed that, in addition
     to  declaratory  relief, they seek actual  and  punitive  damages,
     although plaintiffs have not specified the amounts they seek.  The
     original motion for class certification was denied by the District
     Court;  plaintiffs then amended their motion, defining a  narrower
     class  consisting of only those cattle producers who  sold  cattle
     directly  to  IBP  from  1994 through the date  of  certification.
     While  the  District Court approved this narrower class  in  April
     1999,  the  Court  noted  that it could  decertify  the  class  as
     discovery proceeds.  The 11th Circuit granted IBP's request for  a
     review  of  the class certification decision, and is  expected  to
     issue  an opinion in early 2000.  Management continues to  believe
     that  the  company has acted properly and lawfully in its dealings
     with cattle producers.

           On January 12, 2000, The United States Department of Justice,
     on behalf of the Environmental Protection Agency ("EPA"), filed  a
     lawsuit  against IBP in U. S. District Court for the  District  of
     Nebraska,  alleging  violations of various environmental  laws  at
     IBP's  Dakota  City  facility.  This action alleges,  among  other
     things, violations of: (1) the Clean Air Act; (2) the Clean  Water
     Act;  (3)  the  Resource, Conservation and Recovery Act;  (4)  the
     Comprehensive  Environmental Response Compensation  and  Liability
     Act ("CERCLA"); and (5) the Emergency Planning and Community Right
     to  Know  Act  ("EPCRA").  The action seeks injunctive  relief  to
     remedy alleged violations and damages of $25,000 per violation per
     day  for  alleged violations which occurred prior to  January  30,
     1997,  and  $27,500  per violation per day for alleged  violations
     after  that date. The Complaint alleges that some violations began
     to  occur  as  early as 1989, although the great majority  of  the
     violations  are alleged to have occurred much later, and  continue
     into  the  present. IBP believes that the company has  meritorious
     defenses  on each of these allegations and intends to aggressively
     defend these claims.

           The  EPA  has also sent IBP an information request under  the
     Clean  Air Act and CERCLA seeking additional information regarding
     hydrogen   sulfide  emissions  from  the  company's  Dakota   City
     facility.   The  EPA  claims  it seeks  information  to  determine
     whether   the   emissions   pose  an  imminent   and   substantial
     endangerment to human health or the environment.  If the EPA makes
     this  finding,  it  could  trigger  further  action  including  an
     administrative order for compliance concerning the facility.   IBP
     disputes and would vigorously contest any claim that the emissions
     pose any such threat.

     P.    QUARTERLY FINANCIAL DATA (UNAUDITED):
           -------------------------------------
          Quarterly results are summarized as follows:

                      First      Second       Third      Fourth
1999                 Quarter     Quarter     Quarter     Quarter     Annual
----               ----------- ----------- ----------- ----------- -----------
Net sales           $3,211,174  $3,616,112  $3,798,687  $4,009,063 $14,635,036
Gross profit           205,018     230,137     290,029     278,544   1,003,728
Net earnings            56,602      67,773     110,395      81,894     316,664
Earnings per share         .58         .70        1.14         .84        3.25
Earnings per diluted
 share                     .53         .63        1.03         .76        2.94
Dividends per share       .025        .025        .025        .025         .10
Market price:
 High                  29 3/16      23 1/8      25 3/4          25
 Low                    19 3/8      16 3/4          22      17 3/4

1998
----
Net sales           $3,300,443  $3,426,023  $3,343,292  $3,206,950  $13,276,708
Gross profit           115,695     141,323     215,473     265,043      737,534
Earnings before
 extraordinary item     14,287      34,695      66,424      92,384      207,790
Net earnings (loss)       (528)     34,695      66,424      92,384      192,975
Earnings per share:
 Earnings before
  extraordinary item       .14         .35         .68         .95         2.13
 Net earnings (loss)      (.01)        .35         .68         .95         1.97
Earnings per diluted
 share:
 Earnings before
  extraordinary item       .13         .33         .62         .87         1.95
 Net earnings (loss)      (.01)        .33         .62         .87         1.81
Dividends per share       .025        .025        .025        .025          .10
Market price:
 High                   24 1/2      23 1/8      21 1/8     29 7/16
 Low                  19 15/16      18 3/8     19 9/16          20

                         MANAGEMENT'S DISCUSSION AND ANALYSIS

          The   matters   discussed  herein  contain   forward-looking
     statements.    Specifically,  these  forward-looking   statements
     include risks and uncertainties.  Thus, actual results may differ
     materially  from those expressed or implied in those  statements.
     Those  risks and uncertainties include, without limitation, risks
     of  changing market conditions with regard to livestock  supplies
     and   demand   for   the    company's  products,   domestic   and
     international   legal  and  regulatory  risks,   the   costs   of
     environmental compliance, the impact of governmental regulations,
     operating  efficiencies, as well as competitive and  other  risks
     over  which  IBP  has  little  or  no  control.   Moreover,  past
     financial  performance  should  not  be  considered  a   reliable
     indicator of future performance.  The company makes no commitment
     to  update  any  forward-looking statement, or  to  disclose  any
     facts,  events  or circumstances after the date hereof  that  may
     affect the accuracy of any forward-looking statement.

     RESULTS OF OPERATIONS
     ---------------------
          This   section   presents  analysis  of  IBP's  consolidated
     operating  results  displayed in the Consolidated  Statements  of
     Earnings  and should be read together with the business  segments
     information in Note M to the consolidated financial statements.

          ACQUISITIONS

          Early  in the second quarter 1999, the company, through  its
     subsidiary Foodbrands America, Inc. ("Foodbrands"), acquired  the
     outstanding  stock  of two companies, H&M Food  Systems  Company,
     Inc.  ("H&M")  and Zemco Industries, Inc., the  owner  of  Russer
     Foods.   H&M  is a producer of custom-formulated pre-cooked  meat
     products  and  prepared foods with two plants in  Texas.   Russer
     Foods produces and markets a variety of premium deli meats,  with
     production facilities in New York and Massachusetts.

          In fiscal July 1999, Foodbrands acquired Wilton Foods, Inc.,
     ("Wilton  Foods") a leading producer of premium kosher meals  and
     prepared foods for airlines and institutions.  Wilton Foods  also
     produces premium kosher hors d'oeuvres and appetizers.

          In  late  August  1999, IBP, through  its  IBP  Foods,  Inc.
     subsidiary,  purchased substantially all of the operating  assets
     of Thorn Apple Valley, Inc. ("TAVI"), a further processor of pork
     and  poultry  products,  which had been  involved  in  bankruptcy
     proceedings.   The  purchase  of the TAVI  assets  included  five
     processing  plants, most of its current assets, and a  number  of
     product brand names.

          A  corporate realignment effected in early 2000 brought  all
     former   Enterprises  operations,  including   the   acquisitions
     described  above,  under the Foodbrands America,  Inc.  umbrella.
     Consequently, the Enterprises segment will be referred to in this
     report  and  subsequently  as  the  Foodbrands  America  segment.
     Additionally,  as  part of the realignment, selected  value-added
     operations  previously included in the Fresh Meats  segment  will
     now  operate  under the Foodbrands umbrella.  Prior periods  were
     restated for these changes.

          On  February  7, 2000, the company acquired Corporate  Brand
     Foods  America ("CBFA"), a privately held processor and  marketer
     of  meat  and  poultry  products for the retail  and  foodservice
     markets.   In  the  transaction, which was  accounted  for  as  a
     pooling  of interests, IBP issued 14.4 million common shares  for
     all  of  the outstanding stock of CBFA.  The company also assumed
     $344 million of CBFA's debt and preferred stock obligations.   At
     the acquisition date, all of the debt obligations were refinanced
     and  the preferred stock was redeemed.  Financial information for
     all  periods  included herein have been restated to  include  the
     results of CBFA.  CBFA's financial information is included in the
     Foodbrands America segment.

          COMPARISON OF 1999 TO 1998

          Fresh  Meats' 1999 operating margin as a percentage  of  net
     sales, before non-recurring charges, was 3.9% compared to 2.5% in
     the  prior  year.  Both beef and pork operations performed  above
     prior  year  levels  due to relatively stable  livestock  prices,
     effective  levels  of  plant capacity utilization,  and  improved
     domestic and export demand.

          Foodbrands  America's 1999 operating earnings  decreased  to
     4.8%  of  net  sales  compared to 5.8% in  1998.   Excluding  the
     negative  impact of IBP Foods, the 1999 operating margin measured
     5.7%.   Higher  1999  raw  material and selling  costs  were  the
     primary factors that reduced margins at existing operations.

     COMPARATIVE SEGMENT RESULTS
     ---------------------------
          Net Sales:                 1999         1998         % Change
                                 ------------ ------------ ----------------
            Fresh Meats          $12,191,049  $11,566,452         5%
            Foodbrands America     2,443,987    1,710,256        43%
                                  ----------   ----------
            Total                $14,635,036  $13,276,708        10%
                                  ==========   ==========

          Earnings from Operations:
            Fresh Meats           $  440,235  $   294,230        50%
            Foodbrands America       117,887       98,708        19%
                                  ----------   ----------
            Total                 $  558,122  $   392,938        42%
                                  ==========   ==========

          SALES

          The 5% increase in Fresh Meats' 1999 net sales from 1998 was
     primarily the result of increased pounds of beef products sold as
     well   as   higher  average  beef  selling  prices.    Meanwhile,
     Foodbrands  America's  1999 net sales increased  43%  over  1998.
     Excluding  acquisitions, Foodbrands America's net sales increased
     9% due primarily to sales volume increases.

          Export  sales and pounds sold increased 9% and  6%  in  1999
     compared  to  1998.  The improvement was attributable  to  a  25%
     increase  in  export sales in the second half of 1999,  including
     40%  higher  sales  of chilled and frozen beef  and  pork.    Net
     export sales accounted for 12% of 1999 and 1998 net sales.

          Japan   continues  to  be  IBP's  most  significant   export
     destination, and 1999 export dollars were up 8% over 1998 due  to
     a strong second half of 1999.  Although volumes were 8% below the
     prior  year,  the  sales mix has shifted to  products  of  higher
     value,  showing  signs of a stronger economy  in  the  Far  East.
     Additionally,  sales  to Korea and Taiwan were  up  significantly
     over 1998.  Closer to home, export sales to Mexico were up 10% in
     1999 versus 1998.

          The  U.S. Meat Export Federation predicts that U.S. red meat
     exports  in 2000 will increase 8% over 1999, primarily to markets
     in the Far East.

          COST OF PRODUCTS SOLD

          Fresh Meats' cost of products sold in 1999 increased 4% over
     1998.  Higher  live cattle prices and increased volume  of  Fresh
     Meats  products  sold were the most significant  factors.   Plant
     costs  were  also higher, due in part to nonrecurring charges  of
     $35  million, primarily cow plant asset write-downs, as mentioned
     earlier.

          Foodbrands  America's cost of products sold in  1999  versus
     1998  increased  45% from 1998.  The higher costs were  primarily
     due   to   acquisitions,  although  higher  sales  volume-related
     increases in existing businesses were also a contributing factor.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

          1999  expenses increased 29% over 1998.  The increases  were
     chiefly  a  result  of acquisitions, higher sales  volume-related
     selling costs, corporate salaries, consulting expense, and  a  $7
     million  second  quarter  1998 credit for  export-related  harbor
     maintenance tax refunds.

          INTEREST EXPENSE

          The  18%  increase in 1999 net interest expense versus  1998
     was due primarily to 24% higher average borrowings in 1999 offset
     somewhat  by  a  lower average effective interest rate.   Average
     borrowings  and  net  interest expense will  continue  at  higher
     levels in the foreseeable future because of additional borrowings
     required  for  the  recent  acquisitions  and  increased  capital
     expenditures.

          INCOME TAXES

          IBP's  effective  income tax rate in 1999 decreased  to  35%
     compared  to 38% in 1998.  The 1999 rate reduction resulted  from
     an  IBP, inc. settlement with the Internal Revenue Service on all
     audit  issues related to fiscal years 1989, 1990 and  1991.   The
     settlement  decreased 1999 income tax expense by $14  million  or
     $0.15  per  diluted share.  Management expects that  its  ongoing
     effective tax rate will be in the 38% range.

          COMPARISON OF 1998 TO 1997

          Operating earnings in 1998 measured 3.0% of net sales versus
     1.8%  in  1997.   The Fresh Meats 1998 operating margin  measured
     2.5%  of  net  sales compared to 1.6% in 1997.  The  higher  1998
     figure reflected much-improved pork margins offset by lower  beef
     margins  caused  by competing domestic meat supplies  and  weaker
     export  demand resulting from economic problems in the Far  East.
     Meanwhile,   Foodbrands  America's  operations  performed   above
     expectations as product demand increased and raw material  prices
     decreased.

     COMPARATIVE SEGMENT RESULTS
     ---------------------------
          Net Sales:                 1998         1997         % Change
                                 ------------ ------------ ----------------
            Fresh Meats          $11,566,452  $12,351,843        -6%
            Foodbrands America     1,710,256    1,094,655        56%
                                  ----------   ----------
            Total                $13,276,708  $13,446,498        -1%
                                  ==========   ==========

          Earnings from Operations:
            Fresh Meats           $  294,230  $   197,584        49%
            Foodbrands America        98,708       40,302       145%
                                  ----------   ----------
            Total                 $  392,938  $   237,886        65%
                                  ==========   ==========

          SALES

          The  6% decrease in Fresh Meats' net sales was due primarily
     to  lower  average  prices of beef and pork  products  sold.   In
     particular,  average 1998 pork prices fell 26% from 1997.   These
     lower average prices were partially offset by increases in pounds
     of  beef and pork products sold.  Foodbrands America's net  sales
     in  1997 included only 35 weeks for Foodbrands America, Inc.,  31
     weeks  for  The  Bruss Company, and partial years  for  two  CBFA
     subsidiaries.  Meanwhile, Foodbrands America's comparable  period
     sales  also  decreased  in 1998 from 1997 due  to  lower  selling
     prices resulting from lower raw material costs passed through  to
     customers, which offset an increase in pounds sold.

          Net  export  sales in 1998 decreased 6% from  1997.   Export
     tonnage in 1998 increased 21% over 1997 but was offset by overall
     lower  prices and a sales mix with a higher percentage  of  lower
     valued  products.   Exports accounted for  approximately  12%  of
     consolidated net sales in 1998 versus 13% in 1997.

          The  Asian region accounted for 67% of total export  dollars
     in  1998  compared to 73% in 1997.  The decline was due to  much-
     publicized  economic difficulties.  The Far  East  shortfall  was
     partially offset by increased exports to Mexico and South America
     destinations.

          COST OF PRODUCTS SOLD

          The cost of products sold in 1998 decreased 3% from the same
     1997  period.   Fresh Meats experienced an 8%  decrease  in  1998
     costs versus the prior year.  This decrease was primarily due  to
     reduced  average  prices  paid for live hogs  and  cattle,  which
     overrode  the  effect of increases in pounds  of  pork  and  beef
     products  sold.  Fresh Meats' plant costs increased due primarily
     to  higher  labor  costs and increased pork  volume.   Foodbrands
     America also experienced lower costs, on a comparable basis,  due
     primarily to the lower pork raw material prices.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

          1998 expenses were 48% higher than in 1997, due primarily to
     acquisitions.   Additionally, higher incentive  compensation  and
     amortization  of intangibles was partially offset by  accrual  of
     refunds  of  U.S. harbor maintenance taxes paid in  prior  years,
     based  upon  a  U.S.  Supreme Court decision  which  ruled  their
     collection unconstitutional, as well as cessation of current year
     harbor tax expense.

          Foodbrands  America's selling expense is much  higher  as  a
     percentage of net sales compared to Fresh Meats due to the value-
     added  nature  of  their respective product lines  which  require
     increased levels of customer contact, brand name development  and
     promotional costs.  Management expects that selling expense  will
     continue to be significantly higher than in periods prior to  the
     Foodbrands and Bruss acquisitions.

          INTEREST EXPENSE

          The  30% higher net interest expense in 1998 versus 1997 was
     primarily attributable to higher average borrowings brought about
     by  several  acquisitions  in 1997  and  1998.   IBP's  effective
     interest  rate  in  1998 was lower than in 1997,  which  somewhat
     offset  the  higher  average  borrowings.   The  lower  effective
     interest rate was attributable in part to lower short-term market
     rates  in  1998,  the  retirement of  Foodbrands'  10.75%  Senior
     Subordinated  Notes in the first quarter 1998,  and  a  favorable
     market position with IBP's interest rate swap contract.

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------
          The meat processing industry is characterized by significant
     working  capital requirements.  This is due largely to  statutory
     provisions  that  generally  provide for  immediate  payment  for
     livestock, while it takes IBP on average about eight days to turn
     its  product inventories and eighteen days to convert  its  trade
     receivables  to cash.  These factors, combined with  fluctuations
     in   production  levels,  selling  prices  and  prices  paid  for
     livestock, can impact cash requirements substantially on a day-to-
     day basis.  To provide cash for its working capital requirements,
     the  company's credit facilities (more fully described in Note  C
     to  the consolidated financial statements) provide IBP with same-
     day access to an aggregate of $659 million in potential committed
     borrowings.  The unused portion of the committed credit lines was
     $121 million at December 25, 1999.

          Although  IBP  has significant working capital requirements,
     its  accounts  receivable  and  inventories  are  highly  liquid,
     characterized   by  rapid  turnover.   The  following   are   key
     indicators   relating  to  IBP's  working  capital,   asset-based
     liquidity, and leverage ratios:

                                     December 25,     December 26,
                                         1999             1998
                                     ------------     ------------
       Working capital (in millions)     $158             $251
       Current ratio                    1.1:1            1.3:1
       Quick ratio                      0.6:1            0.7:1
       Number of days' sales in
         Accounts receivable             18.0             16.2
       Inventory turnover                24.2             28.2
       Earnings to fixed charges          6.3              5.2

          Working  capital and associated liquidity ratios at year-end
     1999  slipped  relative to the prior year  primarily  because  of
     increased  short-term  borrowings needed  to  fund  acquisitions.
     Those ratios improved in the first quarter 2000 upon issuance  of
     the  $300  million of 7.95% 10-year notes discussed below,  which
     reduced short-term debt by $125 million.

          Fresh Meats' accounts receivable and inventories were higher
     at  year-end 1999 than at year-end 1998 due primarily  to  higher
     selling prices and livestock prices, especially on the pork side.
     These  higher  balances,  along with the  effect  of  customarily
     slower  rates  in  the company's expanding foodservice  business,
     contributed  to  slower  consolidated receivables  and  inventory
     turnover rates.

          Total  consolidated outstanding borrowings  averaged  $1.200
     billion  in  1999  compared to $968 million in 1998.   Borrowings
     outstanding  at  December  25, 1999  under  committed  facilities
     totaled $540 million.

          On  January  31,  2000, the company issued $300  million  of
     7.95%  10-year  notes  under  its $500  million  Debt  Securities
     program registered with the Securities and Exchange Commission in
     1996.   As  discussed above, the net proceeds were used to  repay
     existing borrowings under credit facilities.

          In  the  acquisition of CBFA on February 7, 2000, IBP issued
     14.4  million common shares for all of the outstanding  stock  of
     CBFA.   The company also assumed $344 million of CBFA's debt  and
     preferred  stock  obligations.  The debt was refinanced  and  the
     preferred stock was liquidated immediately upon completion of the
     transaction, utilizing existing IBP debt facilities.

          The purchase of the Foodbrands America, Inc. 10.75% Notes in
     the  first  quarter 1998 by IBP, inc. was funded  with  available
     credit  facilities.   The  portion  of  borrowings  under   IBP's
     revolving credit facilities considered long-term was $218 million
     at year-end 1999 and $197 million at year-end 1998.

          The  company invested $8 million in 1999 and $38 million  in
     1998  in life insurance contracts for key employees.  Among other
     advantages, expected changes in the cash value of these contracts
     are intended to effectively act as a hedge against changes in the
     company's deferred compensation liabilities.

          Capital  expenditures in 1999 totaled $209 million  compared
     to $182 million in 1998.  Significant projects with 1999 spending
     included  various beef plant food safety projects, several  plant
     expansions,  and  completion of the company's world  headquarters
     complex.   Over  half  of  the  1999  spending  was  for  revenue
     enhancement   or  cost-saving  projects,  while   the   remainder
     generally  went  toward  upgrades and  replacements  of  existing
     equipment and facilities.

          Management's estimate of capital spending in 2000 is in  the
     range  of $400 million, the majority of which has been designated
     for  revenue  enhancement and capacity  expansion.   The  company
     intends to fund these expenditures with operating cash flows  and
     available debt facilities.

     MARKET RISK
     -----------
          Interest Rates - The company manages interest cost  using  a
     mix of fixed  and  variable rate debt.  To manage this mix  in  a
     cost-effective manner, the company may enter into interest rate
     swaps in  which the company agrees to exchange, at specified intervals,
     the  difference  between  fixed  and  variable  interest  amounts
     calculated  by  reference  to an agreed-upon  notional  principal
     amount.   These interest rate swaps effectively convert a portion
     of  the  company's fixed-rate debt to variable-rate debt or  vice
     versa.   A  sensitivity analysis indicates that, with respect  to
     interest  rate  derivative instruments in place at  December  25,
     1999  and  December 26, 1998, a 100-basis point increase  in  the
     applicable  market interest rate would not have  had  a  material
     impact   on   the  company's  financial  position,   results   of
     operations, or liquidity.

          Foreign  Operations - Transactions denominated in a currency
     other than  the entity's functional currency are generally hedged
     using currency  forward  contracts to reduce this market  risk.
     These transactions primarily involve the company's Canadian subsidiary,
     which enters into currency forward and futures contracts to hedge
     its   exposures  on  receivables,  live  cattle,   and   purchase
     commitments  in  foreign  currencies.   A  sensitivity   analysis
     indicates  that,  with respect to currency-based  derivatives  in
     place at December 25, 1999 and December 26, 1998, a 10% change in
     currency  exchange rates would not have had a material impact  on
     the  company's  financial  position, results  of  operations,  or
     liquidity.

          Commodities  - The company uses commodity futures  contracts
     to   hedge  its  forward  livestock  purchases  which,  in  1999,
     accounted  for approximately 7% of its livestock purchases.   The
     contract  lives ranged from one to twelve months.  A  sensitivity
     analysis  indicates that, for futures contracts open at  December
     25,  1999,  a  10%  increase  in futures  contract  prices  would
     increase  hedging  losses by $15 million.  The  comparable  prior
     year  figure  was $13 million.  Any change in the  value  of  the
     futures contracts is generally balanced by an offsetting position
     in the cash market price of the delivered livestock.  Neither the
     company's  financial position nor its liquidity would  have  been
     materially  impacted  by the above increase in  futures  contract
     prices.

     YEAR 2000
     ---------
          The  company has an internal team responsible for  assessing
     the  impact of Year 2000 and leading and monitoring the company's
     state  of  readiness with respect to this issue.   All  planning,
     implementation and testing was successfully completed before  the
     end  of  1999.   The team has continued to monitor the  company's
     systems.

          As  part  of  the  Year 2000 readiness program,  significant
     service    providers,   vendors,   suppliers,   customers,    and
     governmental  entities  ("Key  Business  Partners")   that   were
     considered  critical  to business operations  around  January  1,
     2000,   were  identified.  Steps  were  initiated  to  reasonably
     ascertain  their  stage  of Year 2000  readiness  as  it  related
     directly or indirectly to the company.

          The possible consequences of the company or its Key Business
     Partners not being fully Year 2000 compliant by January  1,  2000
     included, among other things, temporary plant closings, delays in
     the  delivery of products and/or receipt of supplies, invoice and
     collection   errors   and  inventory  and  supply   obsolescence.
     However,  with  some very minor exceptions, the company  has  not
     suffered  any  financial  losses  or  operational  inefficiencies
     resulting from the calendar advancing past January 1, 2000.

          The  company also had in place a formal contingency plan  to
     address   risks   considered  critical   to   operations.    This
     contingency  plan  will  remain  in  place  to  ensure  that  any
     unforeseen  Year 2000 or other critical issues can  be  addressed
     appropriately.

          The  aggregate cost of the company's Year 2000  efforts  was
     approximately $14 million, virtually all of which has been  spent
     or committed.  The spending included approximately $9 million for
     computer  hardware, most of which was capitalized.  The remaining
     $5 million was primarily for changes in computer software, all of
     which  was  expensed as incurred and funded with  operating  cash
     flows.

          The  company's Year 2000 readiness program has  been  a  very
     successful  effort and, although continued monitoring of  Business
     Systems is an ongoing process, the effort is essentially complete.
     The  company  does  not  anticipate any  material  adverse  impact
     resulting from unforeseen Year 2000 issues.

                     Report of Independent Accountants
                     ---------------------------------

     To the Board of Directors and Stockholders of IBP, inc.:

          In  our  opinion, based upon our audits and the reports  of  other
     auditors,  the  accompanying consolidated balance sheets  and  the
     related consolidated statements of earnings, changes in redeemable
     stock, stockholders' equity and comprehensive income, and of  cash
     flows  present  fairly,  in all material respects,  the  financial
     position  of IBP, inc. and its subsidiaries at December  25,  1999
     and  December  26, 1998, and the results of their  operations  and
     their  cash flows for each of the three years in the period  ended
     December  25,  1999,  in  conformity  with  accounting  principles
     generally  accepted  in  the  United  States  of  America.   In
     addition, in our opinion, the financial statement schedule presents
     fairly, in all material respects, the information set forth therein
     when read in conjunction with the related consolidated financial
     statements. These financial statements and financial statement schedule
     are the responsibility  of the Company's management; our responsibility
     is to express an opinion on these financial statements and financial
     statement schedule based  on  our  audits. The consolidated financial
     statements give retroactive effect  to  the merger  of Corporate Brand
     Foods America, Inc. ("CBFA") on February 7,  2000 in a transaction
     accounted for as a pooling  of  interests, as described in Note L to
     the consolidated financial statements. We conducted our audits  of
     these statements   in  accordance  with auditing standards generally
     accepted  in the United States of America, which 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, assessing the accounting
     principles used and significant estimates made by management, and
     evaluating the overall financial statement presentation.  We believe
     that our audits provide a reasonable basis for our opinion.

     PricewaterhouseCoopers LLP
     Omaha, Nebraska
     February 7, 2000 except for the pooling described
     in Notes A and L, for which the date is March 20, 2000

           REPORT ON FINANCIAL STATEMENT INTEGRITY BY MANAGEMENT
           -----------------------------------------------------
     To our Stockholders:

        IBP's  consolidated financial statements have been  prepared  by
     management  and  we  are  responsible  for  their  integrity   and
     objectivity.   The accompanying consolidated financial  statements
     have  been  prepared  in  accordance  with  accounting  principles
     generally  accepted  in  the  United  States.   We  believe  these
     statements  present  fairly the company's financial  position  and
     results of operations.

        Our  independent  auditors,  PricewaterhouseCoopers  LLP,  have
     audited these consolidated financial statements.  Their audit  was
     conducted  using  auditing  standards generally  accepted  in  the
     United  States,  which  included  consideration  of  our  internal
     controls  in order to form an independent opinion on the financial
     statements.  We have made available to PricewaterhouseCoopers LLP,
     all the company's financial records, as well as the minutes of all
     meetings of stockholders, directors and committees of directors.

        IBP relies on a system of internal accounting controls to provide
     assurance  that  assets  are  safeguarded  and  transactions   are
     properly  authorized  and recorded. We continually  monitor  these
     controls,  modifying  and improving them  as  business  operations
     change.  IBP maintains a strong internal auditing department  that
     independently reviews and evaluates these controls as well.

        The Audit Committee of the Board of Directors provides oversight
     to ensure the integrity and objectivity of the company's financial
     reporting  process  and  the  independence  of  our  internal  and
     external auditors.  Both internal audit and PricewaterhouseCoopers
     LLP,  have complete access to the Board's Audit Committee with  or
     without the presence of management personnel.

        Our  management team is responsible for proactively fostering  a
     strong  climate  of ethical conduct so that the company's  affairs
     are carried out according to the highest standards of personal and
     corporate   behavior.    This   responsibility   is   specifically
     demonstrated  in IBP's conflict of interest policy which  requires
     annual written acknowledgment by each and every officer and  those
     management personnel so designated.

        We are pleased to present this annual report and the accompanying
     consolidated   financial   statements   for   your   review    and
     consideration.

     Most sincerely,

     /s/  Robert  L.  Peterson                  /s/  Larry  Shipley
     ------------------------------------       -----------------------
     Robert L. Peterson                         Larry Shipley
     Chairman and Chief Executive Officer       Chief Financial Officer
     IBP, inc.                                  IBP, inc.

                        IBP, inc. AND SUBSIDIARIES

               SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
                               AND RESERVES

                     Fiscal Years 1997, 1998, and 1999
                              (In thousands)

                                                   Allowance
                                                 for Doubtful
                                                   Accounts
                                                 ------------
           Balance, December 28, 1996               $ 9,873

             Amounts charged to costs and expenses      618
             Recoveries of amounts previously
              written off                                39
             Write-off of uncollectible accounts       (850)
             Other                                      742
                                                     ------
           Balance, December 27, 1997                10,422

             Amounts charged to costs and expenses    2,161
             Recoveries of amounts previously
              written off                               231
             Write-off of uncollectible accounts       (290)
             Other                                      586
                                                     ------
           Balance, December 26, 1998                13,110

             Amounts charged to cost and expenses    12,352
             Recoveries of amounts previously
              written off                               100
             Write-off of uncollectible accounts     (8,344)
             Other                                      579
                                                     ------
           Balance, December 25, 1999               $17,797
                                                     ======