As filed with the Securities and Exchange Commission on December 12, 2001.

                                      Registration No. 333 ________________

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549



                                 FORM S-8


          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




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


           DELAWARE                                             75-1285071
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                        Identification No.)

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

                        PILGRIM'S PRIDE CORPORATION
                      EMPLOYEE STOCK INVESTMENT PLAN
                         (Full title of the plan)



                            RICHARD A. COGDILL
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                               110 SOUTH TEXAS
                        PITTSBURG, TEXAS 75686-0093
                              (903) 855-1000
(Name, address, telephone number, including area code, of agent for service)

                              WITH A COPY TO:

                              ALAN G. HARVEY
                             BAKER & MCKENZIE
                         2300 TRAMMELL CROW CENTER
                             2001 ROSS AVENUE
                            DALLAS, TEXAS 75201






                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

TITLE OF SECURITIES     AMOUNT TO BE      PROPOSED     PROPOSED       AMOUNT OF
TO BE REGISTERED(1)      REGISTERED        MAXIMUM      MAXIMUM      REGISTRATION
                                          OFFERING     AGGREGATE          FEE
                                          PRICE PER     OFFERING
                                          SHARE (2)     PRICE (2)
<S>                     <C>               <C>           <C>          <C>

Class A Common
Stock, par value
$.01 per share          200,000 shares     $9.78        $1,956,000       $467.48

Class B Common
Stock, par value
$.01 per share          400,000 shares    $14.10        $5,640,000     $1,347.96
</TABLE>

(1)  Shares  of  Class A Common Stock and Class B Common Stock of Pilgrim's
     Pride Corporation (the "Registrant") being registered hereby relate to
     the Pilgrim's  Pride  Corporation  Employee Stock Investment Plan (the
     "Plan").  Pursuant to Rule 416 under  the  Securities  Act of 1933, as
     amended (the "Securities Act"), this Registration statement covers any
     additional shares of Class A Common Stock and Class B Common  Stock of
     the  Registrant  that become issuable by reason of any stock dividend,
     stock split, recapitalization or any other similar transaction without
     receipt of consideration  that results in an increase in the number of
     shares of our outstanding Class  A  Common  Stock  or  Class  B Common
     Stock.

(2)  Estimated  solely for the purpose of calculating the registration  fee
     pursuant to  Rule  457(c) and (h) promulgated under the Securities Act
     on the basis of the  average  of  the  high and low sale prices of the
     Common Stock on December 10, 2001, as reported  on  the New York Stock
     Exchange.




<PAGE>


                                  PART II

                INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed in (a) through (c) below are hereby  incorporated
by  reference into this Registration Statement.  All documents subsequently
filed  by  the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing  of  a post-effective amendment to the Registration Statement
which indicates that all shares of Common Stock offered hereunder have been
sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated herein  by  reference  and  to be a part hereof from the
date of filing of such documents.

     (a)  The Registrant's Annual Report on Form  10-K  for the fiscal year
ended September 29, 2001, filed with the Securities and Exchange Commission
(the "Commission") on November 23, 2001.

     (b)  The description of the Registrant's Class A Common Stock
contained in the Registrant's  Registration Statement on Form 8-A filed
with the SEC on July 20, 1999; and

     (c)  The description of  the Registrant's Class B Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed with
the SEC on September 24, 1986, as amended by Form 8-A/A filed with the SEC
on July 1, 1998, and as further amended by Form 8-A/A filed with the SEC on
July 20, 1999.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Amended  and Restated Corporate Bylaws of the Registrant  provide
that the Registrant shall indemnify and hold harmless any present or former
officer or director or any officer or director who is or was serving at the
request  of the Registrant  as  a  director,  officer,  partner,  venturer,
proprietor,  trustee,  employee,  agent  or  similar functionary of another
corporation, partnership, trust, employee benefit plan or other enterprise,
from and against fines, judgments, penalties,  amounts  paid  in settlement
and reasonable expenses actually incurred by such person in connection with
any  suit to which they were or are made, or are threatened to be  made,  a
party, or to which they are a witness without being named a party, if it is
determined  that  he acted in good faith and reasonably believed (i) in the
case of conduct in  his official capacity on behalf of the Registrant, that
his conduct was in the  Registrant's  best  interests,  (ii)  in  all other
cases,  that  his  conduct  was  not  opposed  to the best interests of the
Registrant and (iii) with respect to any criminal  action,  that  he had no
reasonable  cause  to  believe his conduct was unlawful; provided, however,
that in the event a determination is made that such person is liable to the
Registrant or is found liable  on  the  basis  that  a personal benefit was
improperly  received  by  such person, the indemnification  is  limited  to
reasonable expenses actually incurred by such person in connection with the
suit and shall not be made  in  respect  of  any  suit in which such person
shall have been found liable for willful or intentional  misconduct  in the
performance of his duty to the Registrant.

     Pursuant to Section 145 of the General Corporation Law of the State of
Delaware  ("Delaware  Code"),  the  Registrant  generally  has the power to
indemnify its present and former directors, officers, employees  and agents
against expenses, judgments, fines and amounts paid in settlement  incurred
by  them in connection with any suit (other than a suit by or in the  right
of the Registrant) to which they are, or are threatened to be made, a party
by reason  of  their serving in such positions, or is or was serving at the
Registrant's  request   in   such   positions   for   another  corporation,
partnership,  joint venture, trust or other enterprise,  so  long  as  they
acted in good faith  and  in a manner they reasonably believed to be in, or
not opposed to, the best interests  of  the Registrant, and with respect to
any criminal action, they had no reasonable  cause to believe their conduct
was unlawful. Section 145 of the Delaware Code  further  provides  that  in
connection  with the defense or settlement of any action by or in the right
of the corporation,  a  Delaware  corporation may indemnify its present and
former directors, officers, employees  and agents against expenses actually
and  reasonably  incurred by them if, in connection  with  the  matters  in
issue, they acted in good faith, in a manner they reasonably believed to be
in or not opposed  to the best interests of the corporation, except that no
indemnification may  be  made with respect to any claim, issue or matter as
to which such person has been adjudged liable to the corporation unless the
Court of Chancery or the court  in  which  such  action or suit was brought
approves such indemnification. The statute also expressly provides that the
power  to  indemnify  authorized  thereby is not exclusive  of  any  rights
granted under any bylaw, agreement,  vote  of stockholders or disinterested
directors, or otherwise.

     According  to  the  Amended  and  Restated  Corporate  Bylaws  of  the
Registrant  and Section 145 of the Delaware Code, the  Registrant  has  the
power to purchase  and  maintain  insurance  for  its  present  and  former
directors,  officers,  employees  and  agents.  The above discussion of the
Registrant's Amended and Restated Corporate Bylaws  and  of  Section 145 of
the Delaware Code is not intended to be exhaustive and is qualified  in its
entirety  by  such  Amended  and Restated Corporate Bylaws and the Delaware
Code.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     None.



<PAGE>


ITEM 8.  EXHIBITS.

     The following are filed as exhibits to this Registration Statement:

EXHIBIT NO.    DESCRIPTION

4.1            Pilgrim's Pride Corporation Employee Stock Investment Plan*

4.2            Certificate of  Incorporation  of  the Registrant as amended
               (incorporated   by   reference  from  Exhibit   1   of   the
               Registrant's Form 8-A/A-1  filed  with  the  SEC  on July 1,
               1998).

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

4.4            Amended  and  Restated Corporate Bylaws  of  the  Registrant
               (incorporated  by   reference   from   Exhibit   3   of  the
               Registrant's Form 8-A filed with the SEC on July 20, 1999).

4.5            Amendment No. 1 to Amended and Restated Corporate Bylaws  of
               the Registrant.*

23.1           Consent of Ernst & Young LLP*

24             Power  of Attorney (included on the signature page of the
               Registration Statement)*

________________
* filed herewith

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period  in  which  offers  or sales are being
made, a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii)  To  reflect  in the prospectus any facts or events  arising
     after the effective date  of  the  Registration Statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in  the Registration Statement.  Notwithstanding  the  foregoing,  any
     increase  or  decrease  in  volume of securities offered (if the total
     dollar value of securities offered  would  not  exceed  that which was
     registered)  and  any  deviation  from  the  low  or  high end of  the
     estimated  maximum  offering  range  may be reflected in the  form  of
     prospectus  filed  with the Securities and  Exchange  Commission  (the
     "Commission") pursuant  to  Rule  424(b)  if,  in  the  aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum  aggregate  offering  price  set forth in the "Calculation  of
     Registration Fee" table in the effective Registration Statement;

          (iii) To include any material information  with  respect  to  the
     plan  of  distribution  not  previously  disclosed in the Registration
     Statement  or  any  material  change  to  such  information   in   the
     Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  Registration Statement is on Form S-3 or Form S-8, and the information
required  to  be included in a post-effective amendment by those paragraphs
is contained in  periodic  reports  filed  by  the  Registrant  pursuant to
Section  13  or Section 15(d) of the Exchange Act that are incorporated  by
reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining any liability under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration statement relating to the  securities offered therein, and
the offering of such securities at that time  shall  be  deemed  to  be the
initial bona fide offering thereof.

     (3)  To   remove  from  registration  by  means  of  a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned  Registrant  hereby undertakes that, for purposes
of determining any liability under the Securities  Act,  each filing of the
Registrant's  annual report pursuant to Section 13(a) or Section  15(d)  of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by  reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of  such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification  for  liabilities  arising  under  the
Securities  Act  may  be  permitted  to directors, officers and controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the Registrant has been advised  that  in  the  opinion  of  the
Commission  such  indemnification  is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.   In the event that a
claim for indemnification against such liabilities (other  than the payment
by  the Registrant of expenses incurred or paid by a director,  officer  or
controlling  person  of  the  Registrant  in  the successful defense of any
action,  suit  or  proceeding)  is asserted by such  director,  officer  or
controlling person in connection  with the securities being registered, the
Registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as expressed in the Securities Act and will be governed  by
the final adjudication of such issue.



<PAGE>


                                SIGNATURES

     Pursuant to  the  requirements  of  the Securities Act, the registrant
certifies that it has reasonable grounds to  believe  that  it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration  statement  to  be  signed  on  its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburg,  State  of  Texas,  on
December 12, 2001.

 PILGRIM'S PRIDE CORPORATION


 By:  /S/ RICHARD A. COGDILL
       Richard A. Cogdill
       Executive Vice President, Chief Financial Officer,
       Secretary and Treasurer

                             POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes Richard A.
Cogdill   to   file   one  or  more  amendments  (including  post-effective
amendments) to this registration  statement, which amendments may make such
changes in this registration statement  as  he  deems appropriate, and each
such  person  hereby  appoints  Richard A. Cogdill as  attorney-in-fact  to
execute in the name and on behalf  of  the  Registrant and any such person,
individually and in each capacity stated below, any such amendments to this
registration statement.

     Pursuant to the requirements of the Securities  Act, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>

        SIGNATURE                    TITLE                   DATE
<S>                      <C>                           <C>
/S/  LONNIE "BO" PILGRIM
Lonnie "Bo" Pilgrim      Chairman of the Board         December 12, 2001

/S/  CLIFFORD E. BUTLER
Clifford E. Butler       Vice Chairman of the Board    December 12, 2001

/S/  DAVID VAN HOOSE
David Van Hoose          Chief Executive Officer       December 12, 2001
                         President
                         Chief Operating Officer
                         and Director
                         (Principal Executive Officer)

/S/  RICHARD A. COGDILL
Richard A. Cogdill       Executive Vice President      December 12, 2001
                         Chief Financial Officer
                         Secretary and Treasurer
                         and Director
                         (Principal Financial and
                         Accounting Officer)

/s/ LONNIE KEN PILGRIM
Lonnie Ken Pilgrim	 Senior Vice President, 	 December 12, 2001
                         Transportation
                         and Director

Charles L. Black 		 Director                      December ___, 2001

S. Key Coker		 Director                      December ___, 2001

Vance C.Miller,Sr. 	 Director                      December ___, 2001

/S/  JAMES G. VETTER,JR.
James G. Vetter, Jr.     Director 				 December  12, 2001

Donald L. Wass, Ph.D.    Director                      December ___, 2001
Ph.D.
</TABLE>



<PAGE>



                               EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION

4.1            Pilgrim's Pride Corporation Employee Stock Investment Plan*

4.2            Certificate  of  Incorporation  of the Registrant as amended
               (incorporated   by   reference  from  Exhibit   1   of   the
               Registrant's Form 8-A/A-1  filed  with  the  SEC  on July 1,
               1998).

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

4.4            Amended  and  Restated Corporate Bylaws  of  the  Registrant
               (incorporated  by   reference   from   Exhibit   3   of  the
               Registrant's Form 8-A filed with the SEC on July 20, 1999).

4.5            Amendment No. 1 to Amended and Restated Corporate Bylaws  of
               the Registrant.*

23.1           Consent of Ernst & Young LLP*

24             Power  of Attorney (included on the signature page of the
               Registration Statement)*

________________
* filed herewith


<PAGE>



                                                                EXHIBIT 4.1

                        PILGRIM'S PRIDE CORPORATION

                      EMPLOYEE STOCK INVESTMENT PLAN


     1.   PURPOSE.  The purpose of the Pilgrim's Pride Corporation Employee
Stock Investment Plan (the "Plan") is to provide the employees of Pilgrim's
Pride Corporation (the "Company") and its Designated Affiliates (as defined
below) with a convenient method of  investing  in  shares  of  the  Class A
common  stock,  $.01 par value (the "Class A Stock") and the Class B common
stock, $.01 par value  (the  "Class B Stock"), of the Company (both classes
collectively  referred  to  as  the  "Stock")  through  payroll  deductions
supplemented by Company contributions.   Contributions  will be invested by
an investment banker and/or broker (the "Administrator")  or  any successor
administrator, engaged by the Company.  Currently, the Administrator of the
Plan  is Salomon Smith Barney.  The Board of Directors of the Company  (the
"Board")  believes  that  employee  participation  in  the ownership of the
business  helps  to  bring about the essential unity of purpose  among  the
Company, its employees  and  its shareholders.  However, nothing herein set
forth should be construed, nor  is  the  same  intended,  to  obligate  any
employee  to  participate  in  the  Plan.  Participation herein is entirely
voluntary and neither the Company nor  the  Administrator urges, recommends
or suggests that any employee should purchase  an  equity  interest  in the
Company  by  participating in the Plan.  For purposes of the Plan, the term
"Affiliate" shall  mean  (i)  any subsidiary corporation of the Company, as
that term is defined in Section  424(f)  of  the  Internal  Revenue Code of
1986,  as amended, and (ii) any other entity in which the Company  directly
or indirectly  owns  a  majority  of  the  equity  interests.  Furthermore,
"Designated Affiliate" shall mean any Affiliate which  has  been designated
by the Committee (as defined in Section 9 below) as eligible to participate
in the Plan with respect to its employees.

     2.   RISK  OF  LOSS  AND  SUITABILITY  OF  INVESTMENT.   Each eligible
employee who participates in the Plan may suffer a loss on his  investment.
A  risk  is involved in purchasing the stock of any company, including  the
Stock pursuant to the Plan.  Before investing under the Plan, each employee
should carefully  consider  whether  purchasing  the  Stock  is  a suitable
investment or, if he is already a shareholder, whether an increase  in such
equity  ownership  is  appropriate.   Each eligible employee should make  a
thorough  and  independent  investigation   of  the  current  business  and
financial condition of the Company before electing  to  participate  in the
Plan.

     3.   TERM  OF  PLAN.   The  Plan will continue until terminated by the
Board.

     4.   ELIGIBILITY.  Any employee  of  the Company who has completed six
(6) months of continuous service with the Company  may  participate  in the
Plan, except the following:

          (1)  Part-time  employees.  A part-time employee is defined as  a
               person employed by the Company whose customary employment is
               less than four  (4)  hours  per  day  and/or whose customary
               employment  is  for  not  more  than five (5)  months  in  a
               calendar year.

          (2)  Shareholders  owning  more than five  percent  (5%)  of  the
               outstanding voting stock of the Company.

          (3)  Employees who reside in  a  jurisdiction which prohibits the
               offer or sale of the Plan interests  and  the  Stock  to its
               residents or otherwise prohibits or restricts the Plan.

     Eligible   employees   who  elect  to  participate  in  the  Plan  are
hereinafter  referred  to  as  the  "Participants"  or  individually  as  a
"Participant."  Any Participant  whose  interest in the Plan has terminated
for any reason is eligible to resume participation  in the Plan upon filing
a written application in accordance with Section 5.

     As  used  herein,  the  term "employee of the Company"  shall  include
employees of any Affiliate of  the  Company  hereafter  designated  by  the
Committee as a Designated Affiliate for purposes of this Plan.

     5.   METHOD  OF  ENROLLMENT.   Each  eligible  employee  may  become a
participant  in  the Plan by filing a written application on such forms  as
may be prescribed  by  the  Administrator  with  the  payroll office of the
Company  from  which  such  employee's  salary  or  wages are  paid.   Each
application of the eligible employee will become effective  for the payroll
period  following  the  date after such application is received.   As  used
herein, the term "payroll  period"  shall  mean the period from the date on
which the Participant customarily receives payment of his regular salary or
wages  to the next successive date on which he  customarily  receives  such
payment.

     6.   PAYROLL DEDUCTIONS.  Subject to Section 19 below, all Participant
contributions  to  the  Plan shall be made only by payroll deduction.  Each
application shall specify  the  amount  which  the  Participant  elects  to
contribute  under  the Plan for each payroll period and shall authorize the
Company to withhold  such  amount  from the salary of such Participant with
respect  to  each  payroll  period  thereafter   until  such  Participant's
participation  in  the  Plan  is  terminated or until the  amount  of  such
deductions  shall be changed or suspended  as  hereinafter  provided.   Any
eligible employee  may authorize payroll deductions pursuant to the Plan as
follows:

          The minimum  payroll  deduction is $10.00 per payroll period
          and the maximum deduction  is  7-1/2%  of  the Participant's
          base   salary,  overtime  pay  and  bonuses  (but  excluding
          commissions  or  other  allowances)  for  such  period.   In
          applying the minimum payroll deduction, the Participant must
          contribute  not less than $5.00 for the Class A Stock or for
          the Class B Stock.

     Any application authorizing  payroll  deductions  may  be  amended  to
increase  or  to  reduce  payroll  deductions  in full dollar amounts or to
suspend  such payroll deductions; provided, however,  that  any  suspension
shall continue until the Participant has notified the Company to recommence
payroll deductions.   Each such amendment shall be made by filing a written
application on such form as may be prescribed by the Administrator with the
payroll office from which  the  Participant's  salary  is  paid,  and shall
become  effective  for  the  payroll  period  following the date after such
application is received.

     7.   COMPANY  CONTRIBUTIONS.   The  Company shall  contribute  to  the
account of each Participant from whom a payroll  deduction  was made during
each payroll period an amount equal to 33 1/3% of the Participant's payroll
deduction for such period, provided that the Company has sufficient current
or accumulated net income to permit the Company to make such  contributions
under   applicable   law.    Payroll  deductions  by  the  Participant  and
contributions by the Company shall  be  forwarded  to  the Administrator as
provided in Section 8 hereof.

     A  Participant  may  elect  to  waive  the Company's contributions  by
written notice of such waiver to the Secretary of the Company.  Such waiver
may be revoked by written notice of the Participant to the Secretary of the
Company.

     8.   ADMINISTRATION  OF THE PLAN.  The Company  shall  accumulate  and
hold, without interest, the amounts so withheld from the payroll deductions
of all Participants together  with  all  amounts  contributed weekly by the
Company  pursuant to the Plan.  All such amounts accumulated  in  any  week
shall be transmitted to the Administrator (to be applied in accordance with
the provisions  of  this  Plan) as promptly as is reasonably practicable in
the  ordinary course of business  following  the  week  of  withholding  or
contribution, as the case may be.  Such transmittal shall be accompanied by
a  Transmittal   Letter,  the  form  of  which  will  be  supplied  by  the
Administrator.  A signed copy of the application and each amendment thereof
shall be transmitted  to the Administrator from time to time as received by
the Company.

     The Administrator  shall  establish and maintain a separate account on
behalf of each Participant.

     All shares of the Stock purchased under this Plan shall be held in the
name and custody of the Administrator  for  the benefit of the Participants
and subject to withdrawal by such Participant as herein provided.

     Upon receipt of such funds, the Administrator  shall  as  soon  as  is
reasonably   practicable   thereafter  credit  each  Participant's  account
according  to such schedule and  shall  purchase  on  the  New  York  Stock
Exchange or on any exchange on which the Stock is traded, and in accordance
with the SEC  guidelines,  as  many  whole  shares  of  the Stock as may be
purchased  from  the  aggregate  available  funds  in the accounts  of  all
Participants (including any funds available through cash dividends credited
to  the Participant's accounts pursuant to Section 17  of  the  Plan),  and
allocate  full  shares  and  fractional  shares  to  the  account  of  each
Participant  upon  completion  of  the  purchase.   Purchases shall be made
either from the Administrator as principal or by the Administrator as agent
at prices prevailing on the open market at time of purchase.

     The Administrator shall keep and maintain an appropriate record of all
transactions  relating  to  each  Participant's  separate   account.    The
Administrator  shall  supply each Participant with a record or confirmation
of his account which shall  disclose  the  amount  invested,  the price per
share, the number of shares of the Stock purchased, and the total number of
full shares and/or fractional shares of the Stock allocated to  the account
(on  at  least  a  monthly  basis)  pursuant  to  rules  established by the
Committee.   Should there be no activity in the account, then  a  statement
will be supplied periodically, however, at least on an annual basis.

     The  rights,  privileges  and  duties  of  each  Participant  and  the
Administrator   shall   be   consistent  with  the  ordinary  broker-client
relationship, and a Participant  may  sell  all  or any whole shares of the
Stock held for his account by so instructing the Administrator  in writing.
In  the  event of any such sale of the Stock, normal commissions and  other
charges shall  be  paid  by  the  Participant  to  the  Administrator.  All
commissions  involved in the purchase of the Stock from funds  supplied  by
the Participant  through  payroll  deductions or by the Company through its
contributions  pursuant  to the Plan,  together  with  the  Administrator's
reasonable service fee for  bookkeeping and mailing expenses, shall be paid
by  the Company.  The Administrator  may  allow  Participants  to  purchase
shares  of  the  Stock  with  voluntary  contributions  to  their  accounts
maintained  under  the  Plan,  but  the  Participant  shall pay any fees or
commissions with respect to shares of the Stock purchased  with funds other
than payroll deductions or Company contributions pursuant to the Plan.

     The Administrator may be removed from its appointment at  any  time in
the  sole  discretion of the Board upon written notice to the Administrator
and the Administrator may resign at any time upon advance written notice to
the Company and the Participants.  The Administrator shall have no material
relationship  to  the  Company,  its affiliates or, to the knowledge of the
Company, any eligible employees.  In the event that the Administrator shall
cease to administer the Plan, the  Board  may appoint any other member firm
of the New York Stock Exchange to administer the Plan.


     9.   THE COMMITTEE.  The Board may delegate its authority hereunder to
the Company's Compensation Committee (the "Committee").   In such case, any
reference in the Plan to the Board may be deemed to include  the Committee.
The  Committee  shall have the authority to interpret the Plan,  to  adopt,
amend and rescind  such  rules  and  regulations  as,  in  its opinion, are
necessary for the administration of the Plan, to designate Affiliates whose
employees may participate in the Plan and to make such other determinations
deemed necessary or advisable for the administration of the Plan, including
by way of illustration the adoption of sub-plans applicable  to  Designated
Affiliates or locations.  All decisions, determinations and interpretations
of the Committee relating to the Plan shall be final and conclusive  on the
Company or its Affiliates, the Administrator and all Participants under the
Plan.


     The  Committee may employ such accountants, legal counsel, consultants
and agents  as it may deem desirable for the administration of the Plan and
may rely upon  any  opinion received from any counsel or consultant and any
computation received  from  any  consultant or agent.  Expenses incurred by
the Committee in the engagement of  such  counsel,  consultants  or  agents
shall  be paid by the Company.  No member or former member of the Committee
shall be  liable  for  any  action or determination made in good faith with
respect to the Plan.

     10.  VOTING RIGHTS.  All  rights as a shareholder of the Company shall
vest in a Participant upon the date  when  shares of the Stock are credited
to his account.  The Administrator shall deliver  to  each  Participant  as
promptly  as  reasonably  practicable, by mail or otherwise, all notices of
meetings, proxy statements and other material distributed by the Company to
holders of the Stock provided  that  the  Participant has one or more whole
shares  allocated  to  his  account.   There shall  be  no  charge  to  the
Participants for the Administrator's delivery  of notices, proxies or other
such material.

     The Administrator shall exercise proxy instructions  received from the
Participants on an aggregate basis, so as to preserve as much  as  possible
the  voting  rights  of those Participants holding fractional interests  in
shares of the Stock.  The Administrator shall vote all of the Stock held by
its hereunder in accordance with the rules of the New York Stock Exchange.

     11.  DISCONTINUANCE   OF   CONTRIBUTIONS.    The  contributions  by  a
Participant and the Company on such Participant's behalf hereunder shall be
permanently  discontinued  on  the  first  to  occur of such  Participant's
retirement,   total   and  permanent  disability,  death,   or   employment
termination or the termination  of his interest in the Plan for any reason.
Such contributions shall be suspended  during  any  leave  of  absence from
employment  with  the Company by the Participant, and during any period  in
which the Participant  does  not  qualify  as  an  eligible employee of the
Company.

     12.  WITHDRAWAL  OF STOCK.  A Participant may not  more  than  once  a
quarter withdraw from his  account  any number of whole shares of the Stock
then credited to such account, by filing  with  the  Administrator  written
notice  in  such  form as the Administrator shall have prescribed therefor.
The Participant shall  bear  reasonable  fees  and  expenses charged by the
Administrator  for such withdrawals, including federal  or  state  transfer
taxes, if any.

     A partial withdrawal  of  the Stock from a Participant's account shall
have no effect on the Participant's  payroll deductions and shall not cause
a termination of his interest in the Plan.   A  complete  withdrawal  of  a
Participant's  shares  of  the  Stock  from  the  Plan  shall terminate the
Participant's  interest  in  the  Plan.   The Administrator shall  promptly
notify  the Company of any complete withdrawal  by  any  Participant.   All
federal or  state  transfer  taxes, if any, which may be due upon the first
partial withdrawal of the Stock  by  a  Participant in any calendar year or
any complete withdrawal from the Plan shall  be  paid  by  the Participant,
subject to the provisions of Section 14 hereof.

     13.  FORMS.   Appropriate  forms  for authorizing payroll  deductions,
increasing or decreasing the same, terminating  the  same,  and other forms
reasonably required for the purposes of the Plan shall be supplied  by  the
Administrator and the Company and designated for use hereunder from time to
time.

     14.  TERMINATION  OF PARTICIPANT'S INTEREST IN PLAN.  If a Participant
shall die, retire, be totally  and  permanently  disabled,  or  cease to be
continuously  employed by the Company, such Participant's interest  in  the
Plan shall thereupon  automatically  terminate.  The Company shall promptly
notify the Administrator of any such termination.

     A Participant may also terminate  his interest in the Plan at any time
upon  advance  written notice to the Company  or  the  Administrator.   The
Company or the Administrator shall promptly notify the other of the receipt
of any such notice.

     Until the Administrator  shall have received written instructions from
the Participant or his estate,  certificates  for  the  Stock  held  by the
Administrator for the account of any Participant whose interest in the Plan
has terminated shall continue to be held by the Administrator in accordance
herewith,  and  the  Administrator shall continue to reinvest dividends and
other proceeds pursuant  to  Section  17  hereunder.   Upon  the receipt of
appropriate  written  instructions from the Participant or his estate,  the
Administrator shall cause  any  whole  shares  of the Stock credited to the
account  of  the  Participant  to be transferred in  accordance  with  such
instructions and shall cause certificates  representing  such  shares to be
mailed in accordance with the instructions.  Any fractional interest  in  a
share  held  will  be sold by the Administrator at the currently prevailing
market price and a check for the proceeds will also be mailed in accordance
with the instructions  of  the  Participant  or  his  estate.  In the event
appropriate  instructions  are  not  received by the Administrator  from  a
Participant  within  a  reasonable period  after  the  termination  of  the
Participant's interest in  the  Plan,  the Administrator shall use its best
efforts to contact the Participant regarding the disposal of his shares.

     All federal or state transfer taxes,  if  any,  which  may be due upon
transfer   of   such  shares  to  the  Participant  resulting  from  death,
retirement, or disability  only  shall  be paid by the Company.  Such taxes
due upon transfers to any person other than the Participant, as well as for
other termination of his employment, will  not be borne by the Company, and
the Administrator may require the deposit of funds sufficient to cover such
taxes in advance of making any such transfer.

     15.  AMENDMENT AND TERMINATION OF THE PLAN.   The  Board  may amend or
terminate  the  Plan  in  any  respect  from  time  to time within its sole
discretion.  In the event of termination of the Plan, prompt written notice
thereof  shall  be given to each Participant and the Administrator  by  the
Company.  The Administrator  shall  dispose  of shares of the Stock held in
the accounts of Participants in accordance with the written instructions of
each Participant.  In the event appropriate written  instructions  are  not
received by the Administrator from a Participant within a reasonable period
after  the  termination  of  the Plan, the Administrator shall use its best
efforts to contact the Participant regarding the disposal of his shares.

     16.  ASSIGNMENT  OF  INTEREST.    Unless   applicable   law   requires
otherwise:

          (a)  A Participant may not assign, transfer or encumber any  part
               of  his  interest  in  the Plan, any funds being held in his
               account, or any shares of  the  Stock  being  held  for  his
               account prior to withdrawal of such shares from his account,
               provided,  however,  that  a  Participant  may  instruct the
               Administrator to sell any or all whole shares in his account
               as provided in Section 8 herein.

          (b)  Neither  the interest of a Participant in the Plan  nor  the
               funds  or shares  of  the  Stock  credited  to  his  account
               hereunder  shall  in any way be subject to any legal process
               or be levied upon or  attached  for  payment  of  any  claim
               against  a  Participant or otherwise availed of by any other
               person.

     Any such attempted assignment,  transfer  or  encumbrance and any such
attempted levy, attachment, or other subjugation to  legal process shall be
void and shall not be recognized by the Administrator.

     17.  DIVIDENDS AND OTHER PROCEEDS.  Cash dividends received in respect
of  shares  of  the  Stock  held in the accounts of Participants  shall  be
credited by the Administrator  to  such  accounts.   All such cash shall be
reinvested  in  shares  of the Stock as promptly as reasonably  practicable
following receipt thereof.

     The Company shall pay  all  regular commissions in connection with the
purchases constituting such reinvestment.   Stock dividends or split-ups in
respect of shares of the Stock held in the accounts  of  Participants shall
be credited to such accounts.  Other securities and rights  to subscribe to
shares of the Stock received in respect of shares of the Stock  held in the
accounts of Participants shall also be credited to such accounts.

     18.  SECURITIES  LAWS.  The Company has filed with the Securities  and
Exchange Commission, Washington,  D. C., a Registration Statement under the
Securities Act of 1933, as amended,  with  respect  to  the Plan.  The Plan
does  not  contain  all  of  the information set forth in the  Registration
Statement or the Prospectus contained  therein  and any Participant, before
making  a  decision  to participate in the Plan, should  receive  and  read
carefully such Prospectus.  The Plan is also subject to the securities laws
of the states in which  Participants reside and may not be available for an
employee of the Company under  the securities laws of the state in which he
resides.  The Company shall not  be  obligated to continue the registration
of the Plan under the Securities Act of 1933 or to make or cause to be made
any registration relating to the Plan  or  the  Stock  under the securities
laws  of any state.  Additionally, the Company shall not  be  obligated  to
implement  or  continue  the  Plan  or  to  permit any employee to become a
Participant under the Plan unless the Plan and  the  shares of the Stock to
be  purchased  under  the Plan are effectively registered  or  exempt  from
registration under the  Securities  Act  of  1933  and  are  registered  or
qualified  under  or  otherwise in compliance with or exempt from any other
federal or state law or regulation governing the Plan or the offer and sale
of the Stock or any securities  exchange  or  other regulation to which the
Company, the Plan or the Stock might be subject.

     19.  COMMITTEE RULES FOR FOREIGN JURISDICTIONS.  The Committee may
adopt rules or procedures relating to the operation and administration of
the Plan to accommodate the specific requirements of local laws and
procedures.  Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions, payment of interest, conversion
of local currency, payroll tax, withholding procedures and handling of
stock certificates which vary with local requirements.

     The  Committee  may  also  adopt  sub-plans applicable  to  particular
Designated Affiliates or locations.  The  rules  of such sub-plans may take
precedence  over  other  provisions  of this Plan, with  the  exception  of
Section 6, but unless otherwise superseded  by  the terms of such sub-plan,
the provisions of this Plan shall govern the operation of such sub-plan.

     20.  NO ENLARGEMENT OF EMPLOYEE RIGHTS.  Nothing in this Plan shall be
deemed to give a Participant the right to be retained  in the employ of the
Company or any Affiliate or to interfere with the right  of  the Company or
any Affiliate to discharge any Participant at any time.

     21.  CONSTRUCTION.   The  Committee shall have the power to  interpret
the Plan in its sole discretion.

     Throughout the Plan, the use of the singular number shall be construed
to include the plural, the plural  the  singular, and the use of any gender
shall include all genders, whenever required by the context.

     22.  EFFECTIVE DATE.  The Plan shall  be  deemed  effective  upon  its
approval by the Board of Directors.

     23.  GOVERNING LAW.  This Plan, any related agreements (such as
enrollment forms), and all determinations made and actions taken pursuant
thereto, shall be governed by the laws of the State of Texas and construed
in accordance therewith without giving effect to principles of conflicts of
law.



<PAGE>



                                                                EXHIBIT 4.5



                              AMENDMENT NO. 1
                                  OF THE
                           AMENDED AND RESTATED
                             CORPORATE BYLAWS
                                    OF
                        PILGRIM'S PRIDE CORPORATION
                            (THE "CORPORATION")


     In accordance with Article 8, Section 8.9 of the Amended and Restated
Corporate Bylaws of the Corporation, and pursuant to a resolution adopted
by a majority of the Directors present at a meeting of the Board of
Directors of the Corporation duly convened, Article 2, Section 2.2 of the
Amended and Restated Corporate Bylaws of the Corporation has been amended
and restated in its entirety to read as follows:

                    "2.2 ANNUAL MEETINGS. An annual meeting of
     stockholders of the Corporation shall be held each calendar year
     on such date and at such time as shall be designated from time to
     time by the Board of Directors and stated in the notice of the
     meeting or in a duly executed waiver of notice of such meeting.
     At such meeting, the stockholders shall elect Directors and
     transact such other business as may properly be brought before
     the meeting."

     IN DUE CERTIFICATION WHEREOF, the undersigned, being the Secretary of
the Corporation, confirms the adoption and approval of the foregoing
Amendment No. 1, effective as of the 11th day of December, 2001.



                              /S/  RICHARD A. COGDILL
                              RICHARD A. COGDILL, Secretary





<PAGE>



                                                               EXHIBIT 23.1

                      CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to Pilgrim's Pride Corporation Employee
Stock Investment Plan of our report dated October 29, 2001, with respect to
the consolidated financial statements and schedule of Pilgrim's Pride
Corporation include in its Annual Report (Form 10-K) for the year ended
September 29, 2001, filed with the Securities and Exchange Commission.


                                   /s/ ERNST & YOUNG LLP

Dallas, Texas
December 6, 2001
[{"type": "S-8", "sequence": "1", "filename": "esip2001.txt", "description": "EMPLOYEE STOCK INVESTMENT PLAN", "secsgml_size_bytes": 46954}]
{"company-data": {"conformed-name": "PILGRIMS PRIDE CORP", "cik": "0000802481", "assigned-sic": "2015", "irs-number": "751285071", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74984", "film-number": "1812357"}, "business-address": {"street1": "110 S TEXAS ST", "street2": "PO BOX 93", "city": "PITTSBURG", "state": "TX", "zip": "75686", "phone": "9038554208"}, "mail-address": {"street1": "110 SOUTH TEXAS ST", "street2": "PO BOX 93", "city": "PITTSBURG", "state": "TX", "zip": "75686"}}
As filed with the Securities and Exchange Commission on December 12, 2001.

                                      Registration No. 333 ________________

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

           DELAWARE                                             75-1285071
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                        Identification No.)

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

                        PILGRIM'S PRIDE CORPORATION
                      EMPLOYEE STOCK INVESTMENT PLAN
                         (Full title of the plan)

                            RICHARD A. COGDILL
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                               110 SOUTH TEXAS
                        PITTSBURG, TEXAS 75686-0093
                              (903) 855-1000
(Name, address, telephone number, including area code, of agent for service)

                              WITH A COPY TO:

                              ALAN G. HARVEY
                             BAKER & MCKENZIE
                         2300 TRAMMELL CROW CENTER
                             2001 ROSS AVENUE
                            DALLAS, TEXAS 75201

                      CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES     AMOUNT TO BE      PROPOSED     PROPOSED       AMOUNT OF
TO BE REGISTERED(1)      REGISTERED        MAXIMUM      MAXIMUM      REGISTRATION
                                          OFFERING     AGGREGATE          FEE
                                          PRICE PER     OFFERING
                                          SHARE (2)     PRICE (2)
Class A Common
Stock, par value
$.01 per share          200,000 shares     $9.78        $1,956,000       $467.48

Class B Common
Stock, par value
$.01 per share          400,000 shares    $14.10        $5,640,000     $1,347.96
(1)  Shares  of  Class A Common Stock and Class B Common Stock of Pilgrim's
     Pride Corporation (the "Registrant") being registered hereby relate to
     the Pilgrim's  Pride  Corporation  Employee Stock Investment Plan (the
     "Plan").  Pursuant to Rule 416 under  the  Securities  Act of 1933, as
     amended (the "Securities Act"), this Registration statement covers any
     additional shares of Class A Common Stock and Class B Common  Stock of
     the  Registrant  that become issuable by reason of any stock dividend,
     stock split, recapitalization or any other similar transaction without
     receipt of consideration  that results in an increase in the number of
     shares of our outstanding Class  A  Common  Stock  or  Class  B Common
     Stock.

(2)  Estimated  solely for the purpose of calculating the registration  fee
     pursuant to  Rule  457(c) and (h) promulgated under the Securities Act
     on the basis of the  average  of  the  high and low sale prices of the
     Common Stock on December 10, 2001, as reported  on  the New York Stock
     Exchange.
PART II

                INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed in (a) through (c) below are hereby  incorporated
by  reference into this Registration Statement.  All documents subsequently
filed  by  the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing  of  a post-effective amendment to the Registration Statement
which indicates that all shares of Common Stock offered hereunder have been
sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated herein  by  reference  and  to be a part hereof from the
date of filing of such documents.

     (a)  The Registrant's Annual Report on Form  10-K  for the fiscal year
ended September 29, 2001, filed with the Securities and Exchange Commission
(the "Commission") on November 23, 2001.

     (b)  The description of the Registrant's Class A Common Stock
contained in the Registrant's  Registration Statement on Form 8-A filed
with the SEC on July 20, 1999; and

     (c)  The description of  the Registrant's Class B Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed with
the SEC on September 24, 1986, as amended by Form 8-A/A filed with the SEC
on July 1, 1998, and as further amended by Form 8-A/A filed with the SEC on
July 20, 1999.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Amended  and Restated Corporate Bylaws of the Registrant  provide
that the Registrant shall indemnify and hold harmless any present or former
officer or director or any officer or director who is or was serving at the
request  of the Registrant  as  a  director,  officer,  partner,  venturer,
proprietor,  trustee,  employee,  agent  or  similar functionary of another
corporation, partnership, trust, employee benefit plan or other enterprise,
from and against fines, judgments, penalties,  amounts  paid  in settlement
and reasonable expenses actually incurred by such person in connection with
any  suit to which they were or are made, or are threatened to be  made,  a
party, or to which they are a witness without being named a party, if it is
determined  that  he acted in good faith and reasonably believed (i) in the
case of conduct in  his official capacity on behalf of the Registrant, that
his conduct was in the  Registrant's  best  interests,  (ii)  in  all other
cases,  that  his  conduct  was  not  opposed  to the best interests of the
Registrant and (iii) with respect to any criminal  action,  that  he had no
reasonable  cause  to  believe his conduct was unlawful; provided, however,
that in the event a determination is made that such person is liable to the
Registrant or is found liable  on  the  basis  that  a personal benefit was
improperly  received  by  such person, the indemnification  is  limited  to
reasonable expenses actually incurred by such person in connection with the
suit and shall not be made  in  respect  of  any  suit in which such person
shall have been found liable for willful or intentional  misconduct  in the
performance of his duty to the Registrant.

     Pursuant to Section 145 of the General Corporation Law of the State of
Delaware  ("Delaware  Code"),  the  Registrant  generally  has the power to
indemnify its present and former directors, officers, employees  and agents
against expenses, judgments, fines and amounts paid in settlement  incurred
by  them in connection with any suit (other than a suit by or in the  right
of the Registrant) to which they are, or are threatened to be made, a party
by reason  of  their serving in such positions, or is or was serving at the
Registrant's  request   in   such   positions   for   another  corporation,
partnership,  joint venture, trust or other enterprise,  so  long  as  they
acted in good faith  and  in a manner they reasonably believed to be in, or
not opposed to, the best interests  of  the Registrant, and with respect to
any criminal action, they had no reasonable  cause to believe their conduct
was unlawful. Section 145 of the Delaware Code  further  provides  that  in
connection  with the defense or settlement of any action by or in the right
of the corporation,  a  Delaware  corporation may indemnify its present and
former directors, officers, employees  and agents against expenses actually
and  reasonably  incurred by them if, in connection  with  the  matters  in
issue, they acted in good faith, in a manner they reasonably believed to be
in or not opposed  to the best interests of the corporation, except that no
indemnification may  be  made with respect to any claim, issue or matter as
to which such person has been adjudged liable to the corporation unless the
Court of Chancery or the court  in  which  such  action or suit was brought
approves such indemnification. The statute also expressly provides that the
power  to  indemnify  authorized  thereby is not exclusive  of  any  rights
granted under any bylaw, agreement,  vote  of stockholders or disinterested
directors, or otherwise.

     According  to  the  Amended  and  Restated  Corporate  Bylaws  of  the
Registrant  and Section 145 of the Delaware Code, the  Registrant  has  the
power to purchase  and  maintain  insurance  for  its  present  and  former
directors,  officers,  employees  and  agents.  The above discussion of the
Registrant's Amended and Restated Corporate Bylaws  and  of  Section 145 of
the Delaware Code is not intended to be exhaustive and is qualified  in its
entirety  by  such  Amended  and Restated Corporate Bylaws and the Delaware
Code.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     None.
ITEM 8.  EXHIBITS.

     The following are filed as exhibits to this Registration Statement:

EXHIBIT NO.    DESCRIPTION

4.1            Pilgrim's Pride Corporation Employee Stock Investment Plan*

4.2            Certificate of  Incorporation  of  the Registrant as amended
               (incorporated   by   reference  from  Exhibit   1   of   the
               Registrant's Form 8-A/A-1  filed  with  the  SEC  on July 1,
               1998).

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

4.4            Amended  and  Restated Corporate Bylaws  of  the  Registrant
               (incorporated  by   reference   from   Exhibit   3   of  the
               Registrant's Form 8-A filed with the SEC on July 20, 1999).

4.5            Amendment No. 1 to Amended and Restated Corporate Bylaws  of
               the Registrant.*

23.1           Consent of Ernst & Young LLP*

24             Power  of Attorney (included on the signature page of the
               Registration Statement)*

________________
* filed herewith

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period  in  which  offers  or sales are being
made, a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii)  To  reflect  in the prospectus any facts or events  arising
     after the effective date  of  the  Registration Statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in  the Registration Statement.  Notwithstanding  the  foregoing,  any
     increase  or  decrease  in  volume of securities offered (if the total
     dollar value of securities offered  would  not  exceed  that which was
     registered)  and  any  deviation  from  the  low  or  high end of  the
     estimated  maximum  offering  range  may be reflected in the  form  of
     prospectus  filed  with the Securities and  Exchange  Commission  (the
     "Commission") pursuant  to  Rule  424(b)  if,  in  the  aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum  aggregate  offering  price  set forth in the "Calculation  of
     Registration Fee" table in the effective Registration Statement;

          (iii) To include any material information  with  respect  to  the
     plan  of  distribution  not  previously  disclosed in the Registration
     Statement  or  any  material  change  to  such  information   in   the
     Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  Registration Statement is on Form S-3 or Form S-8, and the information
required  to  be included in a post-effective amendment by those paragraphs
is contained in  periodic  reports  filed  by  the  Registrant  pursuant to
Section  13  or Section 15(d) of the Exchange Act that are incorporated  by
reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining any liability under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration statement relating to the  securities offered therein, and
the offering of such securities at that time  shall  be  deemed  to  be the
initial bona fide offering thereof.

     (3)  To   remove  from  registration  by  means  of  a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned  Registrant  hereby undertakes that, for purposes
of determining any liability under the Securities  Act,  each filing of the
Registrant's  annual report pursuant to Section 13(a) or Section  15(d)  of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by  reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of  such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification  for  liabilities  arising  under  the
Securities  Act  may  be  permitted  to directors, officers and controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the Registrant has been advised  that  in  the  opinion  of  the
Commission  such  indemnification  is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.   In the event that a
claim for indemnification against such liabilities (other  than the payment
by  the Registrant of expenses incurred or paid by a director,  officer  or
controlling  person  of  the  Registrant  in  the successful defense of any
action,  suit  or  proceeding)  is asserted by such  director,  officer  or
controlling person in connection  with the securities being registered, the
Registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as expressed in the Securities Act and will be governed  by
the final adjudication of such issue.
SIGNATURES

     Pursuant to  the  requirements  of  the Securities Act, the registrant
certifies that it has reasonable grounds to  believe  that  it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration  statement  to  be  signed  on  its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburg,  State  of  Texas,  on
December 12, 2001.

 PILGRIM'S PRIDE CORPORATION

 By:  /S/ RICHARD A. COGDILL
       Richard A. Cogdill
       Executive Vice President, Chief Financial Officer,
       Secretary and Treasurer

                             POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes Richard A.
Cogdill   to   file   one  or  more  amendments  (including  post-effective
amendments) to this registration  statement, which amendments may make such
changes in this registration statement  as  he  deems appropriate, and each
such  person  hereby  appoints  Richard A. Cogdill as  attorney-in-fact  to
execute in the name and on behalf  of  the  Registrant and any such person,
individually and in each capacity stated below, any such amendments to this
registration statement.

     Pursuant to the requirements of the Securities  Act, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.
SIGNATURE                    TITLE                   DATE
/S/  LONNIE "BO" PILGRIM
Lonnie "Bo" Pilgrim      Chairman of the Board         December 12, 2001

/S/  CLIFFORD E. BUTLER
Clifford E. Butler       Vice Chairman of the Board    December 12, 2001

/S/  DAVID VAN HOOSE
David Van Hoose          Chief Executive Officer       December 12, 2001
                         President
                         Chief Operating Officer
                         and Director
                         (Principal Executive Officer)

/S/  RICHARD A. COGDILL
Richard A. Cogdill       Executive Vice President      December 12, 2001
                         Chief Financial Officer
                         Secretary and Treasurer
                         and Director
                         (Principal Financial and
                         Accounting Officer)

/s/ LONNIE KEN PILGRIM
Lonnie Ken Pilgrim	 Senior Vice President, 	 December 12, 2001
                         Transportation
                         and Director

Charles L. Black 		 Director                      December ___, 2001

S. Key Coker		 Director                      December ___, 2001

Vance C.Miller,Sr. 	 Director                      December ___, 2001

/S/  JAMES G. VETTER,JR.
James G. Vetter, Jr.     Director 				 December  12, 2001

Donald L. Wass, Ph.D.    Director                      December ___, 2001
Ph.D.
EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION

4.1            Pilgrim's Pride Corporation Employee Stock Investment Plan*

4.2            Certificate  of  Incorporation  of the Registrant as amended
               (incorporated   by   reference  from  Exhibit   1   of   the
               Registrant's Form 8-A/A-1  filed  with  the  SEC  on July 1,
               1998).

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

4.4            Amended  and  Restated Corporate Bylaws  of  the  Registrant
               (incorporated  by   reference   from   Exhibit   3   of  the
               Registrant's Form 8-A filed with the SEC on July 20, 1999).

4.5            Amendment No. 1 to Amended and Restated Corporate Bylaws  of
               the Registrant.*

23.1           Consent of Ernst & Young LLP*

24             Power  of Attorney (included on the signature page of the
               Registration Statement)*

________________
* filed herewith
EXHIBIT 4.1

                        PILGRIM'S PRIDE CORPORATION

                      EMPLOYEE STOCK INVESTMENT PLAN

     1.   PURPOSE.  The purpose of the Pilgrim's Pride Corporation Employee
Stock Investment Plan (the "Plan") is to provide the employees of Pilgrim's
Pride Corporation (the "Company") and its Designated Affiliates (as defined
below) with a convenient method of  investing  in  shares  of  the  Class A
common  stock,  $.01 par value (the "Class A Stock") and the Class B common
stock, $.01 par value  (the  "Class B Stock"), of the Company (both classes
collectively  referred  to  as  the  "Stock")  through  payroll  deductions
supplemented by Company contributions.   Contributions  will be invested by
an investment banker and/or broker (the "Administrator")  or  any successor
administrator, engaged by the Company.  Currently, the Administrator of the
Plan  is Salomon Smith Barney.  The Board of Directors of the Company  (the
"Board")  believes  that  employee  participation  in  the ownership of the
business  helps  to  bring about the essential unity of purpose  among  the
Company, its employees  and  its shareholders.  However, nothing herein set
forth should be construed, nor  is  the  same  intended,  to  obligate  any
employee  to  participate  in  the  Plan.  Participation herein is entirely
voluntary and neither the Company nor  the  Administrator urges, recommends
or suggests that any employee should purchase  an  equity  interest  in the
Company  by  participating in the Plan.  For purposes of the Plan, the term
"Affiliate" shall  mean  (i)  any subsidiary corporation of the Company, as
that term is defined in Section  424(f)  of  the  Internal  Revenue Code of
1986,  as amended, and (ii) any other entity in which the Company  directly
or indirectly  owns  a  majority  of  the  equity  interests.  Furthermore,
"Designated Affiliate" shall mean any Affiliate which  has  been designated
by the Committee (as defined in Section 9 below) as eligible to participate
in the Plan with respect to its employees.

     2.   RISK  OF  LOSS  AND  SUITABILITY  OF  INVESTMENT.   Each eligible
employee who participates in the Plan may suffer a loss on his  investment.
A  risk  is involved in purchasing the stock of any company, including  the
Stock pursuant to the Plan.  Before investing under the Plan, each employee
should carefully  consider  whether  purchasing  the  Stock  is  a suitable
investment or, if he is already a shareholder, whether an increase  in such
equity  ownership  is  appropriate.   Each eligible employee should make  a
thorough  and  independent  investigation   of  the  current  business  and
financial condition of the Company before electing  to  participate  in the
Plan.

     3.   TERM  OF  PLAN.   The  Plan will continue until terminated by the
Board.

     4.   ELIGIBILITY.  Any employee  of  the Company who has completed six
(6) months of continuous service with the Company  may  participate  in the
Plan, except the following:

          (1)  Part-time  employees.  A part-time employee is defined as  a
               person employed by the Company whose customary employment is
               less than four  (4)  hours  per  day  and/or whose customary
               employment  is  for  not  more  than five (5)  months  in  a
               calendar year.

          (2)  Shareholders  owning  more than five  percent  (5%)  of  the
               outstanding voting stock of the Company.

          (3)  Employees who reside in  a  jurisdiction which prohibits the
               offer or sale of the Plan interests  and  the  Stock  to its
               residents or otherwise prohibits or restricts the Plan.

     Eligible   employees   who  elect  to  participate  in  the  Plan  are
hereinafter  referred  to  as  the  "Participants"  or  individually  as  a
"Participant."  Any Participant  whose  interest in the Plan has terminated
for any reason is eligible to resume participation  in the Plan upon filing
a written application in accordance with Section 5.

     As  used  herein,  the  term "employee of the Company"  shall  include
employees of any Affiliate of  the  Company  hereafter  designated  by  the
Committee as a Designated Affiliate for purposes of this Plan.

     5.   METHOD  OF  ENROLLMENT.   Each  eligible  employee  may  become a
participant  in  the Plan by filing a written application on such forms  as
may be prescribed  by  the  Administrator  with  the  payroll office of the
Company  from  which  such  employee's  salary  or  wages are  paid.   Each
application of the eligible employee will become effective  for the payroll
period  following  the  date after such application is received.   As  used
herein, the term "payroll  period"  shall  mean the period from the date on
which the Participant customarily receives payment of his regular salary or
wages  to the next successive date on which he  customarily  receives  such
payment.

     6.   PAYROLL DEDUCTIONS.  Subject to Section 19 below, all Participant
contributions  to  the  Plan shall be made only by payroll deduction.  Each
application shall specify  the  amount  which  the  Participant  elects  to
contribute  under  the Plan for each payroll period and shall authorize the
Company to withhold  such  amount  from the salary of such Participant with
respect  to  each  payroll  period  thereafter   until  such  Participant's
participation  in  the  Plan  is  terminated or until the  amount  of  such
deductions  shall be changed or suspended  as  hereinafter  provided.   Any
eligible employee  may authorize payroll deductions pursuant to the Plan as
follows:

          The minimum  payroll  deduction is $10.00 per payroll period
          and the maximum deduction  is  7-1/2%  of  the Participant's
          base   salary,  overtime  pay  and  bonuses  (but  excluding
          commissions  or  other  allowances)  for  such  period.   In
          applying the minimum payroll deduction, the Participant must
          contribute  not less than $5.00 for the Class A Stock or for
          the Class B Stock.

     Any application authorizing  payroll  deductions  may  be  amended  to
increase  or  to  reduce  payroll  deductions  in full dollar amounts or to
suspend  such payroll deductions; provided, however,  that  any  suspension
shall continue until the Participant has notified the Company to recommence
payroll deductions.   Each such amendment shall be made by filing a written
application on such form as may be prescribed by the Administrator with the
payroll office from which  the  Participant's  salary  is  paid,  and shall
become  effective  for  the  payroll  period  following the date after such
application is received.

     7.   COMPANY  CONTRIBUTIONS.   The  Company shall  contribute  to  the
account of each Participant from whom a payroll  deduction  was made during
each payroll period an amount equal to 33 1/3% of the Participant's payroll
deduction for such period, provided that the Company has sufficient current
or accumulated net income to permit the Company to make such  contributions
under   applicable   law.    Payroll  deductions  by  the  Participant  and
contributions by the Company shall  be  forwarded  to  the Administrator as
provided in Section 8 hereof.

     A  Participant  may  elect  to  waive  the Company's contributions  by
written notice of such waiver to the Secretary of the Company.  Such waiver
may be revoked by written notice of the Participant to the Secretary of the
Company.

     8.   ADMINISTRATION  OF THE PLAN.  The Company  shall  accumulate  and
hold, without interest, the amounts so withheld from the payroll deductions
of all Participants together  with  all  amounts  contributed weekly by the
Company  pursuant to the Plan.  All such amounts accumulated  in  any  week
shall be transmitted to the Administrator (to be applied in accordance with
the provisions  of  this  Plan) as promptly as is reasonably practicable in
the  ordinary course of business  following  the  week  of  withholding  or
contribution, as the case may be.  Such transmittal shall be accompanied by
a  Transmittal   Letter,  the  form  of  which  will  be  supplied  by  the
Administrator.  A signed copy of the application and each amendment thereof
shall be transmitted  to the Administrator from time to time as received by
the Company.

     The Administrator  shall  establish and maintain a separate account on
behalf of each Participant.

     All shares of the Stock purchased under this Plan shall be held in the
name and custody of the Administrator  for  the benefit of the Participants
and subject to withdrawal by such Participant as herein provided.

     Upon receipt of such funds, the Administrator  shall  as  soon  as  is
reasonably   practicable   thereafter  credit  each  Participant's  account
according  to such schedule and  shall  purchase  on  the  New  York  Stock
Exchange or on any exchange on which the Stock is traded, and in accordance
with the SEC  guidelines,  as  many  whole  shares  of  the Stock as may be
purchased  from  the  aggregate  available  funds  in the accounts  of  all
Participants (including any funds available through cash dividends credited
to  the Participant's accounts pursuant to Section 17  of  the  Plan),  and
allocate  full  shares  and  fractional  shares  to  the  account  of  each
Participant  upon  completion  of  the  purchase.   Purchases shall be made
either from the Administrator as principal or by the Administrator as agent
at prices prevailing on the open market at time of purchase.

     The Administrator shall keep and maintain an appropriate record of all
transactions  relating  to  each  Participant's  separate   account.    The
Administrator  shall  supply each Participant with a record or confirmation
of his account which shall  disclose  the  amount  invested,  the price per
share, the number of shares of the Stock purchased, and the total number of
full shares and/or fractional shares of the Stock allocated to  the account
(on  at  least  a  monthly  basis)  pursuant  to  rules  established by the
Committee.   Should there be no activity in the account, then  a  statement
will be supplied periodically, however, at least on an annual basis.

     The  rights,  privileges  and  duties  of  each  Participant  and  the
Administrator   shall   be   consistent  with  the  ordinary  broker-client
relationship, and a Participant  may  sell  all  or any whole shares of the
Stock held for his account by so instructing the Administrator  in writing.
In  the  event of any such sale of the Stock, normal commissions and  other
charges shall  be  paid  by  the  Participant  to  the  Administrator.  All
commissions  involved in the purchase of the Stock from funds  supplied  by
the Participant  through  payroll  deductions or by the Company through its
contributions  pursuant  to the Plan,  together  with  the  Administrator's
reasonable service fee for  bookkeeping and mailing expenses, shall be paid
by  the Company.  The Administrator  may  allow  Participants  to  purchase
shares  of  the  Stock  with  voluntary  contributions  to  their  accounts
maintained  under  the  Plan,  but  the  Participant  shall pay any fees or
commissions with respect to shares of the Stock purchased  with funds other
than payroll deductions or Company contributions pursuant to the Plan.

     The Administrator may be removed from its appointment at  any  time in
the  sole  discretion of the Board upon written notice to the Administrator
and the Administrator may resign at any time upon advance written notice to
the Company and the Participants.  The Administrator shall have no material
relationship  to  the  Company,  its affiliates or, to the knowledge of the
Company, any eligible employees.  In the event that the Administrator shall
cease to administer the Plan, the  Board  may appoint any other member firm
of the New York Stock Exchange to administer the Plan.

     9.   THE COMMITTEE.  The Board may delegate its authority hereunder to
the Company's Compensation Committee (the "Committee").   In such case, any
reference in the Plan to the Board may be deemed to include  the Committee.
The  Committee  shall have the authority to interpret the Plan,  to  adopt,
amend and rescind  such  rules  and  regulations  as,  in  its opinion, are
necessary for the administration of the Plan, to designate Affiliates whose
employees may participate in the Plan and to make such other determinations
deemed necessary or advisable for the administration of the Plan, including
by way of illustration the adoption of sub-plans applicable  to  Designated
Affiliates or locations.  All decisions, determinations and interpretations
of the Committee relating to the Plan shall be final and conclusive  on the
Company or its Affiliates, the Administrator and all Participants under the
Plan.

     The  Committee may employ such accountants, legal counsel, consultants
and agents  as it may deem desirable for the administration of the Plan and
may rely upon  any  opinion received from any counsel or consultant and any
computation received  from  any  consultant or agent.  Expenses incurred by
the Committee in the engagement of  such  counsel,  consultants  or  agents
shall  be paid by the Company.  No member or former member of the Committee
shall be  liable  for  any  action or determination made in good faith with
respect to the Plan.

     10.  VOTING RIGHTS.  All  rights as a shareholder of the Company shall
vest in a Participant upon the date  when  shares of the Stock are credited
to his account.  The Administrator shall deliver  to  each  Participant  as
promptly  as  reasonably  practicable, by mail or otherwise, all notices of
meetings, proxy statements and other material distributed by the Company to
holders of the Stock provided  that  the  Participant has one or more whole
shares  allocated  to  his  account.   There shall  be  no  charge  to  the
Participants for the Administrator's delivery  of notices, proxies or other
such material.

     The Administrator shall exercise proxy instructions  received from the
Participants on an aggregate basis, so as to preserve as much  as  possible
the  voting  rights  of those Participants holding fractional interests  in
shares of the Stock.  The Administrator shall vote all of the Stock held by
its hereunder in accordance with the rules of the New York Stock Exchange.

     11.  DISCONTINUANCE   OF   CONTRIBUTIONS.    The  contributions  by  a
Participant and the Company on such Participant's behalf hereunder shall be
permanently  discontinued  on  the  first  to  occur of such  Participant's
retirement,   total   and  permanent  disability,  death,   or   employment
termination or the termination  of his interest in the Plan for any reason.
Such contributions shall be suspended  during  any  leave  of  absence from
employment  with  the Company by the Participant, and during any period  in
which the Participant  does  not  qualify  as  an  eligible employee of the
Company.

     12.  WITHDRAWAL  OF STOCK.  A Participant may not  more  than  once  a
quarter withdraw from his  account  any number of whole shares of the Stock
then credited to such account, by filing  with  the  Administrator  written
notice  in  such  form as the Administrator shall have prescribed therefor.
The Participant shall  bear  reasonable  fees  and  expenses charged by the
Administrator  for such withdrawals, including federal  or  state  transfer
taxes, if any.

     A partial withdrawal  of  the Stock from a Participant's account shall
have no effect on the Participant's  payroll deductions and shall not cause
a termination of his interest in the Plan.   A  complete  withdrawal  of  a
Participant's  shares  of  the  Stock  from  the  Plan  shall terminate the
Participant's  interest  in  the  Plan.   The Administrator shall  promptly
notify  the Company of any complete withdrawal  by  any  Participant.   All
federal or  state  transfer  taxes, if any, which may be due upon the first
partial withdrawal of the Stock  by  a  Participant in any calendar year or
any complete withdrawal from the Plan shall  be  paid  by  the Participant,
subject to the provisions of Section 14 hereof.

     13.  FORMS.   Appropriate  forms  for authorizing payroll  deductions,
increasing or decreasing the same, terminating  the  same,  and other forms
reasonably required for the purposes of the Plan shall be supplied  by  the
Administrator and the Company and designated for use hereunder from time to
time.

     14.  TERMINATION  OF PARTICIPANT'S INTEREST IN PLAN.  If a Participant
shall die, retire, be totally  and  permanently  disabled,  or  cease to be
continuously  employed by the Company, such Participant's interest  in  the
Plan shall thereupon  automatically  terminate.  The Company shall promptly
notify the Administrator of any such termination.

     A Participant may also terminate  his interest in the Plan at any time
upon  advance  written notice to the Company  or  the  Administrator.   The
Company or the Administrator shall promptly notify the other of the receipt
of any such notice.

     Until the Administrator  shall have received written instructions from
the Participant or his estate,  certificates  for  the  Stock  held  by the
Administrator for the account of any Participant whose interest in the Plan
has terminated shall continue to be held by the Administrator in accordance
herewith,  and  the  Administrator shall continue to reinvest dividends and
other proceeds pursuant  to  Section  17  hereunder.   Upon  the receipt of
appropriate  written  instructions from the Participant or his estate,  the
Administrator shall cause  any  whole  shares  of the Stock credited to the
account  of  the  Participant  to be transferred in  accordance  with  such
instructions and shall cause certificates  representing  such  shares to be
mailed in accordance with the instructions.  Any fractional interest  in  a
share  held  will  be sold by the Administrator at the currently prevailing
market price and a check for the proceeds will also be mailed in accordance
with the instructions  of  the  Participant  or  his  estate.  In the event
appropriate  instructions  are  not  received by the Administrator  from  a
Participant  within  a  reasonable period  after  the  termination  of  the
Participant's interest in  the  Plan,  the Administrator shall use its best
efforts to contact the Participant regarding the disposal of his shares.

     All federal or state transfer taxes,  if  any,  which  may be due upon
transfer   of   such  shares  to  the  Participant  resulting  from  death,
retirement, or disability  only  shall  be paid by the Company.  Such taxes
due upon transfers to any person other than the Participant, as well as for
other termination of his employment, will  not be borne by the Company, and
the Administrator may require the deposit of funds sufficient to cover such
taxes in advance of making any such transfer.

     15.  AMENDMENT AND TERMINATION OF THE PLAN.   The  Board  may amend or
terminate  the  Plan  in  any  respect  from  time  to time within its sole
discretion.  In the event of termination of the Plan, prompt written notice
thereof  shall  be given to each Participant and the Administrator  by  the
Company.  The Administrator  shall  dispose  of shares of the Stock held in
the accounts of Participants in accordance with the written instructions of
each Participant.  In the event appropriate written  instructions  are  not
received by the Administrator from a Participant within a reasonable period
after  the  termination  of  the Plan, the Administrator shall use its best
efforts to contact the Participant regarding the disposal of his shares.

     16.  ASSIGNMENT  OF  INTEREST.    Unless   applicable   law   requires
otherwise:

          (a)  A Participant may not assign, transfer or encumber any  part
               of  his  interest  in  the Plan, any funds being held in his
               account, or any shares of  the  Stock  being  held  for  his
               account prior to withdrawal of such shares from his account,
               provided,  however,  that  a  Participant  may  instruct the
               Administrator to sell any or all whole shares in his account
               as provided in Section 8 herein.

          (b)  Neither  the interest of a Participant in the Plan  nor  the
               funds  or shares  of  the  Stock  credited  to  his  account
               hereunder  shall  in any way be subject to any legal process
               or be levied upon or  attached  for  payment  of  any  claim
               against  a  Participant or otherwise availed of by any other
               person.

     Any such attempted assignment,  transfer  or  encumbrance and any such
attempted levy, attachment, or other subjugation to  legal process shall be
void and shall not be recognized by the Administrator.

     17.  DIVIDENDS AND OTHER PROCEEDS.  Cash dividends received in respect
of  shares  of  the  Stock  held in the accounts of Participants  shall  be
credited by the Administrator  to  such  accounts.   All such cash shall be
reinvested  in  shares  of the Stock as promptly as reasonably  practicable
following receipt thereof.

     The Company shall pay  all  regular commissions in connection with the
purchases constituting such reinvestment.   Stock dividends or split-ups in
respect of shares of the Stock held in the accounts  of  Participants shall
be credited to such accounts.  Other securities and rights  to subscribe to
shares of the Stock received in respect of shares of the Stock  held in the
accounts of Participants shall also be credited to such accounts.

     18.  SECURITIES  LAWS.  The Company has filed with the Securities  and
Exchange Commission, Washington,  D. C., a Registration Statement under the
Securities Act of 1933, as amended,  with  respect  to  the Plan.  The Plan
does  not  contain  all  of  the information set forth in the  Registration
Statement or the Prospectus contained  therein  and any Participant, before
making  a  decision  to participate in the Plan, should  receive  and  read
carefully such Prospectus.  The Plan is also subject to the securities laws
of the states in which  Participants reside and may not be available for an
employee of the Company under  the securities laws of the state in which he
resides.  The Company shall not  be  obligated to continue the registration
of the Plan under the Securities Act of 1933 or to make or cause to be made
any registration relating to the Plan  or  the  Stock  under the securities
laws  of any state.  Additionally, the Company shall not  be  obligated  to
implement  or  continue  the  Plan  or  to  permit any employee to become a
Participant under the Plan unless the Plan and  the  shares of the Stock to
be  purchased  under  the Plan are effectively registered  or  exempt  from
registration under the  Securities  Act  of  1933  and  are  registered  or
qualified  under  or  otherwise in compliance with or exempt from any other
federal or state law or regulation governing the Plan or the offer and sale
of the Stock or any securities  exchange  or  other regulation to which the
Company, the Plan or the Stock might be subject.

     19.  COMMITTEE RULES FOR FOREIGN JURISDICTIONS.  The Committee may
adopt rules or procedures relating to the operation and administration of
the Plan to accommodate the specific requirements of local laws and
procedures.  Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions, payment of interest, conversion
of local currency, payroll tax, withholding procedures and handling of
stock certificates which vary with local requirements.

     The  Committee  may  also  adopt  sub-plans applicable  to  particular
Designated Affiliates or locations.  The  rules  of such sub-plans may take
precedence  over  other  provisions  of this Plan, with  the  exception  of
Section 6, but unless otherwise superseded  by  the terms of such sub-plan,
the provisions of this Plan shall govern the operation of such sub-plan.

     20.  NO ENLARGEMENT OF EMPLOYEE RIGHTS.  Nothing in this Plan shall be
deemed to give a Participant the right to be retained  in the employ of the
Company or any Affiliate or to interfere with the right  of  the Company or
any Affiliate to discharge any Participant at any time.

     21.  CONSTRUCTION.   The  Committee shall have the power to  interpret
the Plan in its sole discretion.

     Throughout the Plan, the use of the singular number shall be construed
to include the plural, the plural  the  singular, and the use of any gender
shall include all genders, whenever required by the context.

     22.  EFFECTIVE DATE.  The Plan shall  be  deemed  effective  upon  its
approval by the Board of Directors.

     23.  GOVERNING LAW.  This Plan, any related agreements (such as
enrollment forms), and all determinations made and actions taken pursuant
thereto, shall be governed by the laws of the State of Texas and construed
in accordance therewith without giving effect to principles of conflicts of
law.
EXHIBIT 4.5

                              AMENDMENT NO. 1
                                  OF THE
                           AMENDED AND RESTATED
                             CORPORATE BYLAWS
                                    OF
                        PILGRIM'S PRIDE CORPORATION
                            (THE "CORPORATION")

     In accordance with Article 8, Section 8.9 of the Amended and Restated
Corporate Bylaws of the Corporation, and pursuant to a resolution adopted
by a majority of the Directors present at a meeting of the Board of
Directors of the Corporation duly convened, Article 2, Section 2.2 of the
Amended and Restated Corporate Bylaws of the Corporation has been amended
and restated in its entirety to read as follows:

                    "2.2 ANNUAL MEETINGS. An annual meeting of
     stockholders of the Corporation shall be held each calendar year
     on such date and at such time as shall be designated from time to
     time by the Board of Directors and stated in the notice of the
     meeting or in a duly executed waiver of notice of such meeting.
     At such meeting, the stockholders shall elect Directors and
     transact such other business as may properly be brought before
     the meeting."

     IN DUE CERTIFICATION WHEREOF, the undersigned, being the Secretary of
the Corporation, confirms the adoption and approval of the foregoing
Amendment No. 1, effective as of the 11th day of December, 2001.

                              /S/  RICHARD A. COGDILL
                              RICHARD A. COGDILL, Secretary
EXHIBIT 23.1

                      CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to Pilgrim's Pride Corporation Employee
Stock Investment Plan of our report dated October 29, 2001, with respect to
the consolidated financial statements and schedule of Pilgrim's Pride
Corporation include in its Annual Report (Form 10-K) for the year ended
September 29, 2001, filed with the Securities and Exchange Commission.

                                   /s/ ERNST & YOUNG LLP

Dallas, Texas
December 6, 2001