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  <P STYLE="text-align: center"><FONT face="Times New Roman" size=2>As filed with the Securities and Exchange
  Commission on February 27, 2013 </FONT></P>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=1 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 2pt double" noWrap align=right width="100%"><FONT face="Times New Roman" size=2>Registration No. 333-</FONT></TD></TR></TABLE>
  <div align=center><B><FONT face="Times New Roman">UNITED STATES<BR></FONT></B><B><FONT face="Times New Roman">SECURITIES AND EXCHANGE COMMISSION<BR></FONT></B><B><FONT face="Times New Roman" size=2>Washington, D.C. 20549 </FONT></B></div>
  <P align=center><FONT face="Times New Roman" size=2>_____________________________
  </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=5>FORM S-8</FONT></B><FONT face="Times New Roman" size=5> </FONT></P>
  <P align=center><B><FONT face="Times New Roman">REGISTRATION STATEMENT UNDER THE SECURITIES
  ACT OF 1933</FONT></B></P>
  <P align=center><FONT face="Times New Roman" size=2>_____________________________
  </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=5>PILGRIM&#146;S PRIDE
  CORPORATION<BR></FONT></B><FONT face="Times New Roman" size=2>(Exact name of registrant as
  specified in its charter) </FONT></P>
  <TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD noWrap style="text-align: center" width="50%"><B><FONT face="Times New Roman" size=2>Delaware</FONT></B></TD>
      <TD noWrap style="text-align: center" width="50%"><B><FONT face="Times New Roman" size=2>75-1285071</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap style="text-align: center" width="50%"><FONT face="Times New Roman" size=2>(State or other jurisdiction
      of</FONT></TD>
      <TD noWrap style="text-align: center" width="50%"><FONT face="Times New Roman" size=2>(I.R.S. Employer</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap style="text-align: center" width="50%"><FONT face="Times New Roman" size=2>incorporation or
      organization)</FONT></TD>
      <TD noWrap style="text-align: center" width="50%"><FONT face="Times New Roman" size=2>Identification No.)</FONT></TD></TR>
    <TR>
      <TD width="100%" colSpan=2>&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD noWrap style="text-align: center" width="50%"><B><FONT face="Times New Roman" size=2>1770 Promontory
        Circle,</FONT></B></TD>
      <TD noWrap style="text-align: center" width="50%"><B><FONT face="Times New Roman" size=2>80634-9038</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap style="text-align: center" width="50%"><B><FONT face="Times New Roman" size=2>Greeley,
        Colorado</FONT></B></TD>
      <TD noWrap style="text-align: center" width="50%"><FONT face="Times New Roman" size=2>(Zip Code)</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap style="text-align: center" width="50%"><FONT face="Times New Roman" size=2>(Address of Principal Executive
        Offices)</FONT></TD>
      <TD noWrap align=left width="50%"></TD></TR></TABLE>
  <P align=center><B><FONT face="Times New Roman" size=2>RESTRICTED SHARE
  AGREEMENT<BR></FONT></B><FONT face="Times New Roman" size=2>(Full title of the plan)
  </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Fabio Sandri<BR>Chief Financial
  Officer<BR>1770 Promontory Circle<BR>Greeley, Colorado 80634-9038<BR>(970)
  506-8000<BR></FONT></B><FONT face="Times New Roman" size=2>(Name, address, telephone number,
  including area code, of agent for service) </FONT></P>
  <P align=center><I><FONT face="Times New Roman" size=2>with a copy
  to:<BR></FONT></I><B><FONT face="Times New Roman" size=2>W. Crews Lott<BR>Baker &amp;
  McKenzie LLP<BR></FONT></B><B><FONT face="Times New Roman" size=2>2300 Trammell Crow
  Center<BR>2001 Ross Avenue<BR>Dallas, Texas 75201 </FONT></B></P>
  <P align=center><FONT face="Times New Roman" size=2>_______________________________
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2>Indicate by check mark whether the
  registrant is a large accelerated filer, an accelerated filer, a non-accelerated
  filer, or a smaller reporting company. See the definitions of &#147;large accelerated
  filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule 12b-2 of the
  Exchange Act. </FONT></P>
  <DIV align=center>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="85%" border=0>
  
    <TR vAlign=bottom>
      <TD noWrap align=left width="49%"><FONT face="Times New Roman" size=2>Large accelerated
        filer&nbsp;&nbsp;&nbsp;&nbsp;<FONT face=Wingdings>&#168;</FONT></FONT></TD>
      <TD noWrap align=left width="50%"><FONT face="Times New Roman" size=2>Accelerated
        filer&nbsp;&nbsp;&nbsp;&nbsp;<FONT face=Wingdings>x</FONT></FONT></TD></TR>
    <TR>
      <TD width="99%" colSpan=2>&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="49%"><FONT face="Times New Roman" size=2>Non-accelerated
        filer&nbsp;&nbsp;&nbsp;&nbsp;<FONT face=Wingdings>&#168;</FONT></FONT></TD>
      <TD noWrap align=left width="50%"><FONT face="Times New Roman" size=2>Smaller reporting
        company&nbsp;&nbsp;&nbsp;&nbsp;<FONT face=Wingdings>&#168;</FONT></FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="49%"><FONT face="Times New Roman" size=2>(Do not check if a smaller reporting
        company)</FONT></TD>
      <TD noWrap align=left width="50%"></TD></TR></TABLE></DIV><BR>
  
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>CALCULATION OF REGISTRATION
  FEE</FONT></B></P>
  <TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-TOP: #000000 2pt double; BORDER-LEFT: #000000 2pt double" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-TOP: #000000 2pt double" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-TOP: #000000 2pt double" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-TOP: #000000 2pt double; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>Proposed</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 2pt double; BORDER-TOP: #000000 2pt double" noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-LEFT: #000000 2pt double" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>Amount to be</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>Proposed</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>maximum</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 2pt double" noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-LEFT: #000000 2pt double; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>Title of securities
        to</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>registered</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>maximum offering</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>aggregate offering</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 2pt double; text-align: center" noWrap width="23%"><B><FONT face="Times New Roman" size=2>Amount of</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-LEFT: #000000 2pt double; BORDER-BOTTOM: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>be
      registered</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-BOTTOM: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>(1)(2)</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-BOTTOM: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>price per share
        (3)</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-BOTTOM: #000000 1pt solid; text-align: center" noWrap width="19%"><B><FONT face="Times New Roman" size=2>price (3)</FONT></B></TD>
      <TD style="BORDER-RIGHT: #000000 2pt double; BORDER-BOTTOM: #000000 1pt solid; text-align: center" noWrap width="23%"><B><FONT face="Times New Roman" size=2>registration
        fee</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-LEFT: #000000 2pt double; text-align: center" noWrap width="19%"><FONT face="Times New Roman" size=2>Common Stock,</FONT></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 2pt double" noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-LEFT: #000000 2pt double; text-align: center" noWrap width="19%"><FONT face="Times New Roman" size=2>par value $0.01 per</FONT></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid" noWrap align=left width="19%"></TD>
      <TD style="BORDER-RIGHT: #000000 2pt double" noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-LEFT: #000000 2pt double; BORDER-BOTTOM: #000000 2pt double; text-align: center" noWrap width="19%"><FONT face="Times New Roman" size=2>share</FONT></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-BOTTOM: #000000 2pt double; text-align: center" noWrap width="19%"><FONT face="Times New Roman" size=2>200,000 shares</FONT></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-BOTTOM: #000000 2pt double; text-align: center" noWrap width="19%"><FONT face="Times New Roman" size=2>$8.76</FONT></TD>
      <TD style="BORDER-RIGHT: #000000 1pt solid; BORDER-BOTTOM: #000000 2pt double; text-align: center" noWrap width="19%"><FONT face="Times New Roman" size=2>$1,752,000</FONT></TD>
      <TD style="BORDER-RIGHT: #000000 2pt double; BORDER-BOTTOM: #000000 2pt double; text-align: center" noWrap width="23%"><FONT face="Times New Roman" size=2>$238.97</FONT></TD></TR></TABLE>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(1) This Registration Statement
  covers 200,000 shares of common stock, par value $0.01 per share (the &#147;Common
  Stock&#148;), of Pilgrim&#146;s Pride Corporation (the &#147;Company&#148;) issued pursuant to the
  restricted share agreement between the Company and William W. Lovette dated
  January 14, 2011. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(2) In addition, pursuant to Rule
  416 under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), this
  Registration Statement shall include any additional shares of Common Stock that
  may from time to time be offered or issued to prevent dilution resulting from
  stock splits, stock dividends or similar transactions. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(3) Estimated solely for the purpose
  of calculating the registration fee pursuant to </FONT><FONT face="Times New Roman" size=2>Rule 457(c) and (h) promulgated under the Securities Act. The price is
  based upon the average of the high and low prices of the Company&#146;s Common Stock
  on February 22, 2013, as reported on The NASDAQ Stock Market LLC. </FONT></P>
  <HR align=center width="100%" noShade size="2">
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>EXPLANATORY NOTE </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>This Registration Statement covers
  200,000 shares of common stock, par value $0.01 per share (the &#147;Common Stock&#148;),
  of Pilgrim&#146;s Pride Corporation (the &#147;Company&#148;) issued pursuant to the Restricted
  Share Agreement between the Company and William W. Lovette dated January 14,
  2011. References in this Registration Statement and the prospectus which is a
  part hereof to &#147;Pilgrim&#146;s Pride,&#148; &#147;the Company,&#148; &#147;we,&#148; &#147;us,&#148; &#147;our,&#148; or similar
  terms refer to Pilgrim&#146;s Pride Corporation. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>This Registration Statement contains
  two parts. Part I contains a reoffer prospectus pursuant to Form S-3 (in
  accordance with Section C of the General Instructions to the Form S-8), which covers reoffers and
  resales of &#147;restricted securities&#148; and/or &#147;control securities&#148; (as such terms
  are defined in Section C of the General Instructions to Form S-8) of the Company. Part II of
  this Registration Statement contains information required in the Registration
  Statement pursuant to Part II of Form S-8. </FONT></P>
  <HR align=center width="100%" noShade size="2">
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>PART I </FONT></B></P>
  <P align=center><B><FONT face="Times New Roman" size=2>REOFFER
  PROSPECTUS<BR></FONT></B><B><FONT face="Times New Roman" size=2>PILGRIM&#146;S PRIDE
  CORPORATION<BR></FONT></B><B><I><FONT face="Times New Roman" size=2>200,000 Shares of Common
  Stock<BR></FONT></I></B><FONT face="Times New Roman" size=2>_______________________________
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>This prospectus relates to shares of
  our Common Stock, which may be offered from time to time by William W. Lovette,
  the Company&#146;s President and Chief Executive Officer, also referred to as the
  selling stockholder, for his own account. The shares of Common Stock covered by
  this prospectus were issued pursuant to the restricted share agreement between
  the Company and William W. Lovette dated January 14, 2011 (the &#147;Share
  Agreement&#148;). </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>This prospectus has been prepared
  for the purpose of registering the shares of Common Stock under the Securities
  Act, to allow for future sale to the public by the selling stockholder, on a
  continuous or delayed basis. The selling stockholder and any participating
  broker or dealer may be deemed to be an &#147;underwriter&#148; within the meaning of the
  Securities Act, in which event any profit on the sale of shares by the selling
  stockholder and any commissions or discounts received by those brokers or
  dealers may be deemed to be underwriting compensation under the Securities Act.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Our Common Stock is quoted on The
  NASDAQ Stock Market LLC under the ticker symbol &#147;PPC.&#148; On February 25, 2013, the
  last reported sale price of our Common Stock was $8.72 per share.</FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>_______________________________
  </FONT></P>
  <P align=center><B><I><FONT face="Times New Roman" size=2>Investing in our Common Stock
  involves risks.<BR></FONT></I></B><B><I><FONT face="Times New Roman" size=2>You should
  consider carefully the </FONT></I></B><B><I><U><FONT face="Times New Roman" size=2>risk
  factors</FONT></U></I></B><B><I><FONT face="Times New Roman" size=2> beginning on page 1 of
  this prospectus.</FONT></I></B></P>
  <P align=center><FONT face="Times New Roman" size=2>_______________________________
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Neither the Securities and
  Exchange Commission (the &#147;Commission&#148;) nor any state securities commission has
  approved or disapproved of these securities or determined that this prospectus
  is truthful or complete. Any representation to the contrary is a criminal
  offense.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>_______________________________
  </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>The date of this prospectus is February
  27, 2013. </FONT></P>
  <HR align=center width="100%" noShade size="2">
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>REOFFER PROSPECTUS<BR>TABLE OF
  CONTENTS </FONT></B></P>
  <TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1pt solid; text-align: center" noWrap width="3%"><FONT size=+0><B><FONT face="Times New Roman" size=2>Page</FONT></B></FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>Prospectus Summary</FONT></TD>
      <TD noWrap align=right width="3%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>1</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%"><FONT face="Times New Roman" size=2>Forward Looking Statements</FONT></TD>
      <TD noWrap align=right width="3%"><FONT face="Times New Roman" size=2>1</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>Risk Factors</FONT></TD>
      <TD noWrap align=right width="3%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>1</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%"><FONT face="Times New Roman" size=2>Use of Proceeds</FONT></TD>
      <TD noWrap align=right width="3%"><FONT face="Times New Roman" size=2>8</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>The Selling Stockholder</FONT></TD>
      <TD noWrap align=right width="3%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>9</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%"><FONT face="Times New Roman" size=2>Plan of Distribution</FONT></TD>
      <TD noWrap align=right width="3%"><FONT face="Times New Roman" size=2>9</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>Legal Matters</FONT></TD>
      <TD noWrap align=right width="3%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>11</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%"><FONT face="Times New Roman" size=2>Experts</FONT></TD>
      <TD noWrap align=right width="3%"><FONT face="Times New Roman" size=2>11</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>Incorporation of Certain Information by
        Reference</FONT></TD>
      <TD noWrap align=right width="3%" bgColor=#c0c0c0><FONT STYLE="font: x-small Times New Roman">12</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%"><FONT face="Times New Roman" size=2>Where You Can Find More Information</FONT></TD>
      <TD noWrap align=right width="3%"><FONT face="Times New Roman" size=2>12</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="97%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>Indemnification of Directors and
        Officers</FONT></TD>
      <TD noWrap align=right width="3%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>12</FONT></TD></TR></TABLE>
  <P align=center><FONT face="Times New Roman" size=2>i </FONT></P>
  <HR align=center width="100%" noShade size="2">
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>Prospectus Summary</FONT></B><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><EM>This summary highlights
  information contained elsewhere in or incorporated by reference into this
  prospectus. This summary is not complete and does not contain all of the
  information that may be important to you and that you should consider before
  investing in our Common Stock. You should carefully read the entire prospectus,
  including the section entitled &#147;Risk Factors,&#148; and the other information
  incorporated by reference into this prospectus before making an investment
  decision. References to &#147;Pilgrim&#146;s Pride,&#148; &#147;the Company,&#148; &#147;we,&#148; &#147;us,&#148; &#147;our,&#148; or
  similar terms refer to Pilgrim&#146;s Pride Corporation. </EM></FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>We are the second-largest chicken
  producer in the world with operations in the United States (&#147;U.S.&#148;), Mexico and
  Puerto Rico. We are primarily engaged in the production, processing, marketing
  and distribution of fresh, frozen and value-added chicken products to retailers,
  distributors and foodservice operators. We employ approximately 38,000 people
  and have the capacity to process more than 36 million birds per week for a total
  of more than 9.5 billion pounds of live chicken annually. In 2012, we generated
  $8.1 billion in total revenue and produced 7.9 billion pounds of chicken
  products. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>We have a broad geographic reach and
  we offer our diverse customer base a balanced portfolio of fresh and prepared
  chicken products. We have consistently provided our customers with high quality
  products and service with a focus on delivering higher-value, higher-quality
  products. As such, we have become a valuable partner to our customers and a
  recognized industry leader. Our sales efforts are largely targeted towards the
  foodservice industry, principally chain restaurants and food processors such as
  Yum! Brands<SUP>&#174;</SUP>, Burger King<SUP>&#174; </SUP>and Chick-fil-A<SUP>&#174;</SUP>,
  distributors such as US Foods and Sysco<SUP>&#174; </SUP>and retail customers
  including grocery store chains and wholesale clubs such as Kroger<SUP>&#174;</SUP>,
  Wal-Mart<SUP>&#174;</SUP>, Costco<SUP>&#174;</SUP>, Publix<SUP>&#174;</SUP> and Sam&#146;s
  Club<SUP>&#174;</SUP>. We also export products to customers in approximately 100
  countries. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Pilgrim&#146;s Pride Corporation, which
  was incorporated in Texas in 1968 and reincorporated in Delaware in 1986, is the
  successor to a partnership founded in 1946 as a retail feed store. Our principal
  office is located at 1770 Promontory Circle, Greeley, Colorado 80634 and our
  telephone number is (970) 506-8000. Our Internet address is
  http://www.pilgrims.com. Information on our website or available by hyperlink
  from our website does not constitute part of this prospectus. </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Forward Looking
  Statements</FONT></B><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>This prospectus and other documents
  filed and incorporated by reference in this prospectus include or may contain
  certain forward-looking statements. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Statements of our intentions,
  beliefs, expectations or predictions for the future, denoted by the words
  &#147;anticipate,&#148; &#147;believe,&#148; &#147;estimate,&#148; &#147;expect,&#148; &#147;plan,&#148; &#147;project,&#148; &#147;imply,&#148;
  &#147;intend,&#148; &#147;foresee&#148; and similar expressions, are forward-looking statements that
  reflect our current views about future events and are subject to risks,
  uncertainties and assumptions. Such risks, uncertainties and assumptions include
  those described under &#147;Risk Factors&#148; below and elsewhere in this prospectus.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Actual results could differ
  materially from those projected in these forward-looking statements as a result
  of these factors, among others, many of which are beyond our control.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>In making these statements, we are
  not undertaking, and specifically decline to undertake, any obligation to
  address or update each or any factor in future filings or communications
  regarding our business or results, and we are not undertaking to address how any
  of these factors may have caused changes in information contained in previous
  filings or communications. The risks described below are not the only risks we
  face, and additional risks and uncertainties may also impair our business
  operations. The occurrence of any one or more of the following or other
  currently unknown factors could materially adversely affect our business and
  operating results. </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Risk Factors </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><EM>You should carefully consider
  the risks and uncertainties described below before making an investment
  decision. Any of the following risks could materially adversely affect our
  business, operations, industry or financial position or our future financial
  performance. While we believe we have identified and discussed below all risk
  factors affecting our business that we believe are material, there may be
  additional risks and uncertainties that are not presently known or that are not
  currently believed to be significant that may adversely affect our business,
  operations, industry, financial position and financial performance in the
  future. The trading price of our Common Stock could decline due to any of these
  risks, and you may lose all or part of your investment. You should also refer to
  the other information included or incorporated by reference in this prospectus,
  including our financial statements and related notes.</EM></FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>1 </FONT></P>
  <HR align=center width="100%" noShade size="2">
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Industry cyclicality can
  affect our earnings, especially due to fluctuations in commodity prices of feed
  ingredients and chicken.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Profitability
  in the chicken industry is materially affected by the commodity prices of feed
  ingredients and chicken, which are determined by supply and demand factors. As a
  result, the chicken industry is subject to cyclical earnings fluctuations.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>The
  production of feed ingredients is positively or negatively affected primarily by
  the global level of supply inventories and demand for feed ingredients, the
  agricultural policies of the U.S. and foreign governments and weather patterns
  throughout the world. In particular, weather patterns often change agricultural
  conditions in an unpredictable manner. A significant change in weather patterns
  could affect supplies of feed ingredients, as well as both the industry&#146;s and
  our ability to obtain feed ingredients, grow chickens or deliver products. Feed
  prices have been impacted by increased demand both domestically for ethanol and
  globally for protein production. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Market
  prices for feed ingredients remained at historically high levels throughout
  2012. Market prices for feed ingredients remain volatile. Consequently, there
  can be no assurance that the price of corn or soybean meal will not continue to
  rise as a result of, among other things, increasing demand for these products
  around the world and alternative uses of these products, such as ethanol and
  biodiesel production. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>High
  feed ingredient prices have had, and may continue to have, a materially adverse
  effect on our operating results, which has resulted in, and may continue to
  result in, additional noncash expenses due to impairment of the carrying amounts
  of certain of our assets. We periodically seek, to the extent available, to
  enter into advance purchase commitments or financial derivative contracts for
  the purchase of feed ingredients in an effort to manage our feed ingredient
  costs. The use of these instruments may not be successful. In addition, we have
  not designated the derivative financial instruments that we have purchased to
  mitigate commodity purchase exposures as cash flow hedges. Therefore, we
  recognize changes in the fair value of these derivative financial instruments
  immediately in earnings. Unexpected changes in the fair value of these
  instruments could adversely affect the results of our operations.</FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Outbreaks of livestock
  diseases in general and poultry diseases in particular, including avian
  influenza, can significantly affect our ability to conduct our operations and
  demand for our products.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>We
  take precautions designed to ensure that our flocks are healthy and that our
  processing plants and other facilities operate in a sanitary and
  environmentally-sound manner. However, events beyond our control, such as the
  outbreaks of disease, either in our own flocks or elsewhere, could significantly
  affect demand for our products or our ability to conduct our operations.
  Furthermore, an outbreak of disease could result in governmental restrictions on
  the import and export of our fresh chicken or other products to or from our
  suppliers, facilities or customers, or require us to destroy one or more of our
  flocks. This could also result in the cancellation of orders by our customers
  and create adverse publicity that may have a material adverse effect on our
  ability to market our products successfully and on our business, reputation and
  prospects. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>During
  the first half of 2006, there was substantial publicity regarding a highly
  pathogenic strain of avian influenza, known as H5N1, which has been affecting
  Asia since 2002 and which has also been found in Europe and Africa. It is widely
  believed that H5N1 is being spread by migratory birds, such as ducks and geese.
  There have also been some cases where H5N1 is believed to have passed from birds
  to humans as humans came into contact with live birds that were infected with
  the disease. </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>2 </FONT></P>
  <HR align=center width="100%" noShade size="2">
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Although
  highly pathogenic H5N1 has not been identified in North America, there have been
  outbreaks of low pathogenic strains of avian influenza in North America, and in
  Mexico outbreaks of both high and low-pathogenic strains of avian influenza are
  a fairly common occurrence. Historically, the outbreaks of low pathogenic avian
  influenza have not generated the same level of concern, or received the same
  level of publicity or been accompanied by the same reduction in demand for
  poultry products in certain countries as that associated with the highly
  pathogenic H5N1 strain. Accordingly, even if the highly pathogenic H5N1 strain
  does not spread to North or Central America, there can be no assurance that it
  will not materially adversely affect demand for North or Central American
  produced poultry internationally and/or domestically, and, if it were to spread
  to North or Central America, there can be no assurance that it would not
  significantly affect our ability to conduct our operations and/or demand for our
  products, in each case in a manner having a material adverse effect on our
  business, reputation and/or prospects. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>If our poultry products
  become contaminated, we may be subject to product liability claims and product
  recalls.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Poultry
  products may be subject to contamination by disease-producing organisms, or
  pathogens, such as </FONT><I><FONT face="Times New Roman" size=2>Listeria
  monocytogenes</FONT></I><FONT face="Times New Roman" size=2>, </FONT><I><FONT face="Times New Roman" size=2>Salmonella</FONT></I><FONT face="Times New Roman" size=2> and generic </FONT><I><FONT face="Times New Roman" size=2>E.coli</FONT></I><FONT face="Times New Roman" size=2>. These pathogens are
  generally found in the environment, and, as a result, there is a risk that they,
  as a result of food processing, could be present in our processed poultry
  products. These pathogens can also be introduced as a result of improper
  handling at the further processing, foodservice or consumer level. These risks
  may be controlled, although not eliminated, by adherence to good manufacturing
  practices and finished product testing. We have little, if any, control over
  proper handling once the product has been shipped. Illness and death may result
  if the pathogens are not eliminated at the further processing, foodservice or
  consumer level. Even an inadvertent shipment of contaminated products is a
  violation of law and may lead to increased risk of exposure to product liability
  claims, product recalls and increased scrutiny by federal and state regulatory
  agencies and may have a material adverse effect on our business, reputation and
  prospects. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Product liability claims or
  product recalls can adversely affect our business reputation, expose us to
  increased scrutiny by federal and state regulators and may not be fully covered
  by insurance.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>The
  packaging, marketing and distribution of food products entail an inherent risk
  of product liability and product recall and the resultant adverse publicity. We
  may be subject to significant liability if the consumption of any of our
  products causes injury, illness or death. We could be required to recall certain
  products in the event of contamination or damage to the products. In addition to
  the risks of product liability or product recall due to deficiencies caused by
  our production or processing operations, we may encounter the same risks if any
  third party tampers with our products. We cannot assure you that we will not be
  required to perform product recalls, or that product liability claims will not
  be asserted against us, in the future. Any claims that may be made may create
  adverse publicity that would have a material adverse effect on our ability to
  market our products successfully or on our business, reputation, prospects,
  financial condition and results of operations. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>If our
  poultry products become contaminated, we may be subject to product liability
  claims and product recalls. There can be no assurance that any litigation or
  reputational injury associated with product recalls will not have a material
  adverse effect on our ability to market our products successfully or on our
  business, reputation, prospects, financial condition and results of operations.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>We
  currently maintain insurance with respect to certain of these risks, including
  product liability insurance, property insurance, workers compensation insurance,
  business interruption insurance and general liability insurance, but in many
  cases such insurance is expensive, difficult to obtain and no assurance can be
  given that such insurance can be maintained in the future on acceptable terms,
  or in sufficient amounts to protect us against losses due to any such events, or
  at all. Moreover, even though our insurance coverage may be designed to protect
  us from losses attributable to certain events, it may not adequately protect us
  from liability and expenses we incur in connection with such events.
  Additionally, in the past, two of our insurers encountered financial
  difficulties and were unable to fulfill their obligations under the insurance
  policies as anticipated and, separately, two of our other insurers contested
  coverage with respect to claims covered under policies purchased, forcing us to
  litigate the issue of coverage before we were able to collect under these
  policies. </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>3 </FONT></P>
  <HR align=center width="100%" noShade size="2">
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Competition in the chicken
  industry with other vertically integrated poultry companies may make us unable
  to compete successfully in these industries, which could adversely affect our
  business.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>The
  chicken industry is highly competitive. In both the U.S. and Mexico, we
  primarily compete with other vertically integrated chicken companies.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>In
  general, the competitive factors in the U.S. chicken industry include price,
  product quality, product development, brand identification, breadth of product
  line and customer service. Competitive factors vary by major market. In the
  foodservice market, competition is based on consistent quality, product
  development, service and price. In the U.S. retail market, we believe that
  competition is based on product quality, brand awareness, customer service and
  price. Further, there is some competition with non-vertically integrated further
  processors in the prepared chicken business. In Mexico, where product
  differentiation has traditionally been limited, we believe product quality and
  price have been the most critical competitive factors.</FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>The loss of one or more of
  our largest customers could adversely affect our business.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Our
  two largest customers accounted for approximately 15.7% of our net sales in
  2012, and our largest customer, Wal-Mart Stores, Inc., accounted for 9.7% of our
  net sales in 2012. Our business could suffer significant setbacks in revenues
  and operating income if we lost one or more of our largest customers, or if our
  customers&#146; plans and/or markets should change significantly. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Our foreign operations pose
  special risks to our business and operations.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>We
  have significant operations and assets located in Mexico and may participate in
  or acquire operations and assets in other foreign countries in the future.
  Foreign operations are subject to a number of special risks such as currency
  exchange rate fluctuations, trade barriers, exchange controls, expropriation and
  changes in laws and policies, including tax laws and laws governing
  foreign-owned operations. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Currency
  exchange rate fluctuations have adversely affected us in the past. Exchange rate
  fluctuations or one or more other risks may have a material adverse effect on
  our business or operations in the future. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Our
  operations in Mexico are conducted through subsidiaries organized under the laws
  of Mexico. Claims of creditors of our subsidiaries, including trade creditors,
  will generally have priority as to the assets of our subsidiaries over our
  claims. Additionally, the ability of our Mexican subsidiaries to make payments
  and distributions to us may be limited by the terms of our Mexico credit
  facility and will be subject to, among other things, Mexican law. In the past,
  these laws have not had a material adverse effect on the ability of our Mexican
  subsidiaries to make these payments and distributions. However, laws such as
  these may have a material adverse effect on the ability of our Mexican
  subsidiaries to make these payments and distributions in the future. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Disruptions in international
  markets and distribution channels could adversely affect our
  business.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Historically,
  we have targeted international markets to generate additional demand for our
  products. In particular, given U.S. customers' general preference for white
  meat, we have targeted international markets for the sale of dark chicken meat,
  specifically leg quarters, which are a natural by-product of our U.S.
  operations' concentration on prepared chicken products. As part of this
  initiative, we have created a significant international distribution network
  into several markets in Mexico, the Far East and countries within the CIS. Our
  success in these markets may be, and our success in recent periods has been,
  adversely affected by disruptions in chicken export markets. For example, China
  imposed anti-dumping and countervailing duties on the U.S. chicken producers in
  2010 which can be expected to deter Chinese importers from purchases of
  U.S.-origin chicken products. Additionally, from time to time Russia has
  restricted the importation of U.S. poultry products for the protection of their
  domestic poultry producers and in cases of allegations of consumer health
  issues. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>A
  significant risk is disruption due to import restrictions and tariffs, other
  trade protection measures, and import or export licensing requirements. In
  addition, disruptions may be caused by outbreaks of disease such as avian influenza, either in
  our flocks or elsewhere in the world, and resulting changes in consumer
  preferences.</FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>4 </FONT></P>
  <HR align=center width="100%" noShade size="2">
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <!-- B -->
  
  
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>One or more of these or other disruptions in the international
  markets and distribution channels could adversely affect our
  business.</FONT></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <B><FONT face="Times New Roman" size=2>Regulation, present and future, is a
  constant factor affecting our business.</FONT></B><FONT face="Times New Roman" size=2>
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>Our
  operations will continue to be subject to federal, state and local governmental
  regulation, including in the health, safety and environmental areas. We
  anticipate increased regulation by various agencies concerning food safety, the
  use of medication in feed formulations and the disposal of chicken by-products
  and wastewater discharges. Also, changes in laws or regulations or the
  application thereof may lead to government enforcement actions and the resulting
  litigation by private litigants, such as various wage and hour and environmental
  issues. </FONT></P>
  <P align=left><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT><FONT face="Times New Roman" size=2>On December 8, 2011, the USDA's Grain
  Inspection, Packers and Stockyards Administration issued new regulations under
  the Packers and Stockyards Act that would apply to all stages of a live poultry
  dealer's poultry grow-out. The new regulations significantly impact the
  relationship between integrated poultry processors, like us, and their
  independent growers. Among other things, the new regulations substantially limit
  our and our independent contract growers' freedom of contract, and affect the
  way we pay our independent contract growers. Many of the new regulations are, in
  our view, unclear, vague and will likely require litigation to determine their
  scope and impact. Such litigation could be costly to our industry and us. The
  new regulations could also lead to increased enforcement activity and private
  litigation against integrated poultry producers that could have a material
  adverse effect on our operations and financial operating results. Additionally,
  the new regulations could increase the cost of doing business or change the way
  in which we do business. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>In
  addition, unknown matters, new laws and regulations, or stricter interpretations
  of existing laws or regulations may also materially affect our business or
  operations in the future. </FONT></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2><B>New
  immigration legislation or increased enforcement efforts in connection with
  existing immigration legislation could cause the costs of doing business to
  increase, cause us to change the way we conduct our business or otherwise
  disrupt our operations.</B></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>Immigration
  reform continues to attract significant attention in the public arena and the
  U.S. Congress. If new federal immigration legislation is enacted or if states in
  which we do business enact immigration laws, such laws may contain provisions
  that could make it more difficult or costly for us to hire U.S. citizens and/or
  legal immigrant workers. In such case, we may incur additional costs to run our
  business or may have to change the way we conduct our operations, either of
  which could have a material adverse effect on our business, operating results
  and financial condition. Also, despite our past and continuing efforts to hire
  only U.S. citizens and/or persons legally authorized to work in the U.S., we may
  be unable to ensure that all of our employees are U.S. citizens and/or persons
  legally authorized to work in the U.S. For example, U.S. Immigration and Customs
  Enforcement has investigated identity theft within our workforce. With our
  cooperation, during 2008 U.S. Immigration and Customs Enforcement arrested
  approximately 300 employees believed to have engaged in identity theft at five
  of our facilities. No assurances can be given that further enforcement efforts
  by governmental authorities will not disrupt a portion of our workforce or
  operations at one or more facilities, thereby negatively impacting our business.
  Also, no assurance can be given that further enforcement efforts by governmental
  authorities will not result in the assessment of fines that could adversely
  affect our financial position, operating results or cash flows. </FONT></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2><B>Loss of
  essential employees could have a significant negative impact on our
  business.</B></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>Our success
  is largely dependent on the skills, experience, and efforts of our management
  and other employees. The loss of the services of one or more members of our
  senior management or of numerous employees with essential skills could have a
  negative effect on our business, financial condition and results of operations.
  If we are not able to retain or attract talented, committed individuals to fill
  vacant positions when needs arise, it may adversely affect our ability to
  achieve our business objectives. </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>5</FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2><B>Our
  performance depends on favorable labor relations with our employees and our
  compliance with labor laws. Any deterioration of those relations or increase in
  labor costs due to our compliance with labor laws could adversely affect our
  business.</B></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>As of
  December 30, 2012, we employed approximately 33,000 persons in the U.S. and
  approximately 5,000 persons in Mexico. Approximately 36.3% of the Company&#146;s
  employees were covered under collective bargaining agreements. Substantially all
  employees covered under collective bargaining agreements are covered under
  agreements that expired in 2011 or 2012 and remain subject to ongoing
  negotiations or will expire in 2013. We have not experienced any labor-related
  work stoppage at any location in over eight years. We believe our relationship
  with our employees and union leadership is satisfactory. At any given time, we
  will be in some stage of contract negotiations with various collective
  bargaining units. The Company is currently in negotiations with union locals in
  11 locations, and there is no assurance that agreement will be reached or, if
  reached, will be on the terms that are favorable to the Company. In the absence
  of an agreement, we may become subject to labor disruption at any of these
  locations, which could have an adverse effect on our financial results.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>Extreme weather, natural disasters or other events beyond our
  control could negatively impact our business.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>Bioterrorism, fire, pandemic, extreme weather or natural disasters,
  including droughts, floods, excessive cold or heat, hurricanes or other storms,
  could impair the health or growth of our flocks, production or availability of
  feed ingredients, or interfere with our operations due to power outages, fuel
  shortages, damage to our production and processing facilities or disruption of
  transportation channels, among other things. Any of these factors could have an
  adverse effect on our financial results. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>We may face significant costs for compliance with existing or
  changing environmental requirements and for potential environmental obligations
  relating to current or discontinued operations.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>Compliance
  with existing or changing environmental requirements, including more stringent
  limitations imposed or expected to be imposed in recently-renewed or soon-to be
  renewed environmental permits, will require capital expenditures for
  installation of new or upgraded pollution control equipment at some of our
  facilities. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>In the
  past, we have acquired businesses with operations such as pesticide and
  fertilizer production that involved greater use of hazardous materials and
  generation of more hazardous wastes than our current operations. While many of
  those operations have been sold or closed, some environmental laws impose strict
  and, in certain circumstances, joint and several liability for costs of
  investigation and remediation of contaminated sites on current and former owners
  and operators of the sites, and on persons who arranged for disposal of wastes
  at such sites. In addition, current owners or operators of such contaminated
  sites may seek to recover cleanup costs from us based on past operations or
  contractual indemnifications. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>New
  environmental requirements, stricter interpretations of existing environmental
  requirements, or obligations related to the investigation or clean-up of
  contaminated sites, may materially affect our business or operations in the
  future. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>JBS USA holds a majority of our common stock and has the ability
  to control the vote on most matters brought before the holders of our common
  stock.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>JBS USA
  holds a majority of the shares and voting power of our common stock and is
  entitled to appoint a majority of the members of our board of directors. As a
  result, JBS USA will, subject to restrictions on its voting power and actions in
  a stockholders agreement between us and JBS USA and our organization documents,
  have the ability to control our management, policies and financing decisions,
  elect a majority of the members of our board of directors at the annual meeting
  and control the vote on most matters coming before the holders of our common
  stock. </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>6 </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>Under the stockholders agreement between us and JBS USA, JBS
  USA has the ability to elect up to six members of our board of directors and the
  other holders of our common stock have the ability to elect up to two members of
  our board of directors. If the percentage of our outstanding common stock owned
  by JBS USA exceeds 80%, then JBS USA would have the ability to elect one
  additional member of our board of directors while the other holders of our
  common stock would have the ability to elect one less member of our board of
  directors. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>Our operations are subject to general risks of
  litigation.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>We are
  involved on an on-going basis in litigation with our independent contract
  growers or arising in the ordinary course of business or otherwise. Trends in
  litigation may include class actions involving consumers, shareholders,
  employees or injured persons, and claims relating to commercial, labor,
  employment, antitrust, securities or environmental matters. Litigation trends
  and the outcome of litigation cannot be predicted with certainty and adverse
  litigation trends and outcomes could adversely affect our financial results.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>We depend on contract growers and independent producers to supply
  us with livestock.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>We contract
  primarily with independent contract growers to raise the live chickens processed
  in our poultry operations. If we do not attract and maintain contracts with
  growers or maintain marketing and purchasing relationships with independent
  producers, our production operations could be negatively affected. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>Changes in consumer preference could negatively impact our
  business.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>The food
  industry in general is subject to changing consumer trends, demands and
  preferences. Trends within the food industry change often, and failure to
  identify and react to changes in these trends could lead to, among other things,
  reduced demand and price reductions for our products, and could have an adverse
  effect on our financial results. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>The consolidation of customers could negatively impact our
  business.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>Our
  customers, such as supermarkets, warehouse clubs and food distributors, have
  consolidated in recent years, and consolidation is expected to continue
  throughout the U.S. and in other major markets. These consolidations have
  produced large, sophisticated customers with increased buying power who are more
  capable of operating with reduced inventories, opposing price increases, and
  demanding lower pricing, increased promotional programs and specifically
  tailored products. These customers also may use shelf space currently used for
  our products for their own private label products. Because of these trends, our
  volume growth could slow or we may need to lower prices or increase promotional
  spending for our products, any of which would adversely affect our financial
  results. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>Our future financial and operating flexibility may be adversely
  affected by our significant leverage.</STRONG></FONT><FONT face="Times New Roman" size=2>
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>We have
  substantial indebtedness, which could adversely affect our financial condition.
  On a consolidated basis, as of December 30, 2012, we had approximately $667.5
  million in secured indebtedness, $497.3 million of unsecured indebtedness and
  had the ability to borrow approximately $529.9 million under our credit
  agreements. Significant amounts of cash flow will be necessary to make payments
  of interest and repay the principal amount of such indebtedness. </FONT></P>
  
  <P STYLE="text-align: center"><FONT face="Times New Roman" size=2>7 </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The degree to which we
  are leveraged could have important consequences because: </FONT></P>
  <UL style="MARGIN-LEFT: 16px"><LI>
    <P align=left><FONT face="Times New Roman" size=2>It could affect our ability to satisfy
    our obligations under our credit agreements;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>A substantial portion of our cash flow
    from operations is required to be dedicated to interest and principal payments
    and may not be available for operations, working capital, capital
    expenditures, expansion, acquisitions or general corporate or other
    purposes;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>Our ability to obtain additional
    financing and to fund working capital, capital expenditures and other general
    corporate requirements in the future may be impaired;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>We may be more highly leveraged than
    some of our competitors, which may place us at a competitive
    disadvantage;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>Our flexibility in planning for, or
    reacting to, changes in our business may be limited;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>It may limit our ability to pursue
    acquisitions and sell assets; and</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>It may make us more vulnerable in the
    event of a continued or new downturn in our business or the economy in
    general. </FONT></P></LI></UL>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>Our ability to make payments on and to refinance our debt,
  including our credit facilities, will depend on our ability to generate cash in
  the future. This, to a certain extent, is subject to various business factors
  (including, among others, the commodity prices of feed ingredients and chicken)
  and general economic, financial, competitive, legislative, regulatory, and other
  factors that are beyond our control. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>There can
  be no assurance that we will be able to generate sufficient cash flow from
  operations or that future borrowings will be available under our credit
  facilities in an amount sufficient to enable us to pay our debt obligations,
  including obligations under our credit facilities, or to fund our other
  liquidity needs. We may need to refinance all or a portion of their debt on or
  before maturity. There can be no assurance that we will be able to refinance any
  of their debt on commercially reasonable terms or at all. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>Media campaigns related to food production present
  risks.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT>Individuals
  or organizations can use new social media platforms to publicize inappropriate
  or inaccurate stories or perceptions about the food production industry or our
  Company. Such practices could cause damage to the reputations of the Company
  and/or the food production industry in general. This damage could adversely
  affect our financial results. </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Use of Proceeds </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>We will not receive any of the proceeds from the sale of shares of Common
  Stock by the selling stockholder. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>We will bear all costs, expenses and fees in connection with the
  registration of the shares of Common Stock. Brokerage commissions and similar
  selling expenses, if any, attributable to the offer or sale of the shares of
  Common Stock will be borne by the selling stockholder. </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>8 </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>The Selling Stockholder
  </FONT></B></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>The shares of our
  Common Stock to which this prospectus relates are being registered for offer and
  resale by William W. Lovette, the Company&#146;s President and Chief Executive
  Officer, or the selling stockholder, who acquired shares of Common Stock
  pursuant to the Share Agreement. The following table sets forth certain
  information regarding the shares of our Common Stock beneficially owned by the
  selling stockholder as of February 27, 2013 and is based on 258,999,033 shares
  of our Common Stock outstanding on February 15, 2013. </FONT></P>
  <TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="89%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid; text-align: center" noWrap width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid; text-align: center" noWrap width="1%"><STRONG><FONT size=1 face="Times New Roman">Shares of<FONT face="Times New Roman"></FONT></FONT></STRONG></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-TOP: #000000 1.5pt solid" noWrap align=left width="1%"></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="89%"></TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="1%"><B><FONT face="Times New Roman" size=1>Common</FONT></B></TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="4%" colSpan=4><B><FONT face="Times New Roman" size=1>Shares of</FONT></B></TD>
      <TD noWrap align=right width="1%"></TD>
      <TD noWrap style="text-align: center" width="3%" colSpan=3><B><FONT face="Times New Roman" size=1>Shares of
        Common</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap style="text-align: center" width="89%"><B><FONT face="Times New Roman" size=1>Selling
        Stockholder</FONT></B></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap style="text-align: center" width="1%"><STRONG><FONT size=1 face="Times New Roman">Stock</FONT></STRONG></TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="4%" colSpan=4><B><FONT face="Times New Roman" size=1>Common Stock</FONT></B></TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="3%" colSpan=3><B><FONT face="Times New Roman" size=1>Stock Owned
        After the</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="89%">&nbsp;</TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="1%"><B><FONT face="Times New Roman" size=1>Beneficially</FONT></B></TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="4%" colSpan=4><B><FONT face="Times New Roman" size=1>Offered</FONT></B></TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="3%" colSpan=3><B><FONT face="Times New Roman" size=1>Offering</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="89%"></TD>
      <TD noWrap style="text-align: center" width="1%"></TD>
      <TD noWrap style="text-align: center" width="1%"><B><FONT face="Times New Roman" size=1>Owned
  Prior</FONT></B></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="89%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid; text-align: center" noWrap width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid; text-align: center" noWrap width="1%"><B><FONT face="Times New Roman" size=1>to Offering</FONT></B></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%"></TD>
      <TD style="BORDER-BOTTOM: #000000 1.5pt solid" noWrap align=left width="1%"></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="89%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="1%"><B><FONT face="Times New Roman" size=1>Number</FONT></B></TD>
      <TD noWrap align=right width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD noWrap align=right width="1%"><B><FONT face="Times New Roman" size=1>%</FONT></B></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="89%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>William W.
      Lovette</FONT></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=right width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>211,000</FONT></TD>
      <TD noWrap align=right width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=right width="1%" bgColor=#c0c0c0>&nbsp;&nbsp;&nbsp;</TD>
      <TD noWrap align=right width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>200,000</FONT></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>*</FONT></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0>&nbsp;&nbsp;&nbsp;</TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>11,000</FONT></TD>
      <TD noWrap align=right width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=right width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>**</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="89%" bgColor=#c0c0c0><I><FONT face="Times New Roman" size=2>President and Chief Executive Officer</FONT></I></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD></TR></TABLE><BR>
  <P style="PADDING-LEFT: 15pt" align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>* 50% of the shares granted under the restricted share
  agreement vested and became non-forfeitable on the second anniversary of the
  Grant Date and the remaining 50% of the shares granted under the restricted
  share agreement will vest and become non-forfeitable on the third anniversary of
  the Grant Date, provided that Mr. Lovette remains in the employ of the Company
  through the vesting date. For purposes of the restricted share agreement, the
  Grant Date is defined as January 14, 2011. </FONT></P>
  <P style="PADDING-LEFT: 15pt" align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp; </FONT>** Less than 1%. </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Plan of Distribution </FONT></B></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>The &#147;selling
  stockholders&#148; as used herein includes the selling stockholder, his pledgees,
  donees, transferees, or any of their successors in interest selling shares
  received from the selling stockholder as a gift or other transfer after the date
  of this prospectus. The selling stockholders may sell the shares of Common Stock
  offered by this prospectus from time to time on any stock exchange or automated
  interdealer quotation system on which our Common Stock is listed or quoted at
  the time of sale, in the over-the-counter market, in privately negotiated
  transactions or otherwise, at fixed prices that may be changed, at market prices
  prevailing at the time of sale, at prices related to prevailing market prices or
  at prices otherwise negotiated. The selling stockholders may sell the shares of
  Common Stock by one or more of the following methods, without limitation:
  </FONT></P>
  <UL><LI>
    <P align=left><FONT face="Times New Roman" size=2></FONT><FONT face="Times New Roman" size=2>block
    trades in which the broker or dealer so engaged will attempt to sell the
    shares of Common Stock as agent but may position and resell a portion of the
    block as principal to facilitate the transaction;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>purchases by a broker or dealer as
    principal and resale by the broker or dealer for its own account pursuant to
    this prospectus;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>an exchange distribution in accordance
    with the rules of any stock exchange or quotation system on which the shares
    of Common Stock are listed;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>ordinary brokerage transactions and
    transactions in which the broker solicits purchases;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>privately negotiated transactions;
    </FONT><FONT face="Times New Roman" size=2></FONT><FONT face="Times New Roman" size=2></FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>short sales;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>through the writing of options on the
    shares of Common Stock, whether or not the options are listed on an options
    exchange;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>through the distribution of the shares
    of Common Stock by any selling stockholder to its partners, members or
    stockholders;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>one or more underwritten offerings on a
    firm commitment or best efforts basis; and</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>any combination of any of these methods
    of sale.</FONT></P></LI></UL>
  <P align=center><FONT face="Times New Roman" size=2>9</FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>These
  transactions may include crosses, which are transactions in which the same
  broker acts as an agent on both sides of the trade. The selling stockholders may
  also transfer the shares of Common Stock by gift.</FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The selling stockholders may engage brokers and dealers, and any brokers
  or dealers may arrange for other brokers or dealers to participate in effecting
  sales of the shares of Common Stock. These brokers, dealers or underwriters may
  act as principals, or as an agent of a selling stockholder. Broker-dealers may
  agree with a selling stockholder to sell a specified number of the shares at a
  stipulated price per share. If the broker-dealer is unable to sell shares of
  Common Stock acting as agent for a selling stockholder, it may purchase as
  principal any unsold shares at the stipulated price. Broker-dealers who acquire
  shares of Common Stock as principals may thereafter resell the shares from time
  to time in transactions in any stock exchange or automated interdealer quotation
  system on which the shares of Common Stock are then listed, at prices and on
  terms then prevailing at the time of sale, at prices related to the then-current
  market price or in negotiated transactions. Broker-dealers may use block
  transactions and sales to and through broker-dealers, including transactions of
  the nature described above. The selling stockholders may also sell the shares of
  Common Stock in accordance with Rule 144 under the Securities Act, rather than
  pursuant to this prospectus. In order to comply with the securities laws of some
  states, if applicable, the shares of common stock may be sold in these
  jurisdictions only through registered or licensed brokers or dealers.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>From time to time, one or more of the selling stockholders may pledge,
  hypothecate or grant a security interest in some or all of the shares owned by
  them. The pledgees, secured parties or person to whom the shares have been
  hypothecated will, upon foreclosure in the event of default, be deemed to be
  selling stockholders. The number of a selling stockholder&#146;s shares offered under
  this prospectus will decrease as and when it takes such actions. The plan of
  distribution for that selling stockholder&#146;s shares will otherwise remain
  unchanged. In addition, a selling stockholder may, from time to time, sell the
  shares short, and, in those instances, this prospectus may be delivered in
  connection with the short sales and the shares offered under this prospectus may
  be used to cover short sales. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>To the extent required under the Securities Act, the aggregate amount of
  selling stockholders&#146; shares being offered and the terms of the offering, the
  names of any agents, brokers, dealers or underwriters, any applicable commission
  and other material facts with respect to a particular offer will be set forth in
  an accompanying prospectus supplement or a post-effective amendment to the
  registration statement of which this prospectus is a part, as appropriate. Any
  underwriters, dealers, brokers or agents participating in the distribution of
  the shares of Common Stock may receive compensation in the form of underwriting
  discounts, concessions, commissions or fees from a selling stockholder and/or
  purchasers of selling stockholders&#146; shares, for whom they may act (which
  compensation as to a particular broker-dealer might be less than or in excess of
  customary commissions). Neither we nor the selling stockholder can presently
  estimate the amount of any such compensation. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The selling stockholders and any underwriters, brokers, dealers or agents
  that participate in the distribution of the shares of Common Stock may be deemed
  to be &#147;underwriters&#148; within the meaning of the Securities Act, and any
  discounts, concessions, commissions or fees received by them and any profit on
  the resale of the securities sold by them may be deemed to be underwriting
  discounts and commissions. If a selling stockholder is deemed to be an
  underwriter, the selling stockholder may be subject to certain statutory
  liabilities including, but not limited to Sections 11, 12 and 17 of the
  Securities Act and Rule 10b-5 under the Exchange Act. Selling stockholders who
  are deemed underwriters within the meaning of the Securities Act will be subject
  to the prospectus delivery requirements of the Securities Act. The Commission
  staff is of a view that selling stockholders who are registered broker-dealers
  or affiliates of registered broker-dealers may be underwriters under the
  Securities Act. We will not </FONT><FONT face="Times New Roman" size=2>pay any compensation
  or give any discounts or commissions to any underwriter in connection with the
  securities being offered by this prospectus. </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>10 </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>A selling
  stockholder may enter into hedging transactions with broker-dealers and the
  broker-dealers may engage in short sales of the shares of Common Stock in the
  course of hedging the positions they assume with that selling stockholder,
  including, without limitation, in connection with distributions of the shares of
  Common Stock by those broker-dealers. A selling stockholder may enter into
  option or other transactions with broker-dealers, who may then resell or
  otherwise transfer those shares of Common Stock. A selling stockholder may also
  loan or pledge the shares of Common Stock offered hereby to a broker-dealer and
  the broker-dealer may sell the shares of Common Stock offered by this prospectus
  so loaned or upon a default may sell or otherwise transfer the pledged shares of
  Common Stock offered by this prospectus. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The selling stockholders and other persons participating in the sale or
  distribution of the shares of Common Stock will be subject to applicable
  provisions of the Securities Exchange Act of 1934, as amended (the &#147;Exchange
  Act&#148;), and the rules and regulations under the Exchange Act, including
  Regulation M. This regulation may limit the timing of purchases and sales of any
  of the shares of Common Stock by the selling stockholders and any other person.
  The anti-manipulation rules under the Exchange Act may apply to sales of shares
  of Common Stock in the market and to the activities of the selling stockholders
  and their affiliates. Regulation M may restrict the ability of any person
  engaged in the distribution of the shares of Common Stock to engage in
  market-making activities with respect to the particular shares of Common Stock
  being distributed for a period of up to five business days before the
  distribution. These restrictions may affect the marketability of the shares of
  Common Stock and the ability of any person or entity to engage in market-making
  activities with respect to the shares. </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Legal Matters </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The validity of the shares of Common Stock offered hereby will be passed
  upon for us by Baker &amp; McKenzie LLP. </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Experts </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The consolidated financial statements of Pilgrim&#146;s Pride Corporation as
  of December 30, 2012, and for the fifty three weeks ended December 30, 2012, and
  management&#146;s assessment of the effectiveness of internal control over financial
  reporting as of December 30, 2012 have been incorporated by reference herein in
  reliance upon the reports of KPMG LLP, independent registered public accounting
  firm, incorporated by reference herein, and upon the authority of said firm as
  experts in accounting and auditing. The audit report covering the December 30,
  2012 consolidated financial statements contains an explanatory paragraph that
  states that KPMG LLP also has audited the retrospective adjustments applied to
  earnings per share in the 2011 and 2010 consolidated financial statements as
  described in &#147;Note 15. Stockholder&#146;s Equity&#148; under the section &#147;Rights Offering&#148;
  but was not engaged to audit, review, or apply any procedures to the 2011 and
  2010 consolidated financial statements of the Company other than with respect to
  the adjustments. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The consolidated financial statements, before the effects of the
  adjustments to retrospectively apply the change in accounting described in &#147;Note
  15. Stockholder's Equity,&#148; and schedule of Pilgrim&#146;s Pride Corporation as of
  December 25, 2011 and for the two years then ended, appearing in Pilgrim&#146;s Pride
  Corporation&#146;s Annual Report (Form 10-K) for the fiscal year ended December 30,
  2012 have been audited by Ernst &amp; Young LLP, independent registered public
  accounting firm, as set forth in their report thereon, included therein, and
  incorporated herein by reference in reliance upon such report given on the
  authority of such firm as experts in accounting and auditing. </FONT></P>
  
  
  <P STYLE="text-align: center"><FONT face="Times New Roman" size=2>11 </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>Incorporation of Certain Information
  by Reference </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman"></FONT></FONT>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>The
  following documents, which we previously filed with the Commission pursuant to
  Sections 13 or 15 of the Exchange Act, are incorporated by reference into this
  prospectus: </FONT></P>
  <UL style="PADDING-LEFT: 30pt"><LI>
    <P align=left><FONT face="Times New Roman" size=2></FONT><FONT face="Times New Roman" size=2>Annual
    report on Form 10-K for the fiscal year ended December 30, 2012, filed with
    the Commission on February 15, 2013;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>Current Report on Form 8-K, filed with
    the Commission on February 21, 2013; and </FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>The description of our Common Stock
    contained in the Company&#146;s Registration Statement on Form 8-A filed with the
    Commission on December 27, 2012, pursuant to Section 12 of the Exchange Act,
    including any amendments or reports filed for the purpose of updating such
    description. </FONT></P></LI></UL>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>We incorporate by
  reference in this prospectus all documents subsequently filed by us with the
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, which shall be deemed to be incorporated by reference herein
  and to be part hereof from the date such documents are filed. Any statement
  contained herein or in any document incorporated or deemed to be incorporated
  herein by reference shall be deemed to be modified or superseded for purposes of
  this prospectus to the extent that a statement contained in any other
  subsequently filed document which also is or is deemed to be incorporated herein
  by reference modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed to constitute a part of this
  prospectus, except as so modified or superseded. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>We will provide without charge to you, on written or oral request, a copy
  of any or all of the foregoing documents incorporated herein by reference (other
  than exhibits to such documents, unless the exhibits are specifically
  incorporated by reference in the information we send to you). You may obtain a
  copy of any or all of the documents that have been incorporated by reference
  herein by writing to us at Pilgrim&#146;s Pride Corporation, 1770 Promontory Circle,
  Greeley, Colorado 80634-9038, or telephoning (970) 506-8000. </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Where You Can Find More Information
  </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>We file annual, quarterly and current reports, proxy statements and other
  information with the Commission. You may read and copy any reports, proxy
  statements and other information we file at the Commission&#146;s Public Reference
  Room at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330
  for further information on the operation and location of the Public Reference
  Room. Our filings are also available to the public at the website maintained by
  the Commission at http://www.sec.gov and at our website at
  http://www.pilgrimspride.com.</FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>Indemnification of Directors and
  Officers </FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The General Corporation Law of the State of Delaware (the &#147;DGCL&#148;)
  provides that a corporation may limit the personal liability of each director to
  the corporation or its stockholders for monetary damages, except for liability
  arising because of any of the following: </FONT></P>
  <UL style="PADDING-LEFT: 15pt"><LI>
    <P align=left><FONT face="Times New Roman" size=2></FONT><FONT face="Times New Roman" size=2>any
    breach of the director&#146;s duty of loyalty to the corporation or its
    stockholders;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>acts or omissions by the director not in
    good faith or that involve intentional misconduct or a knowing violation of
    law; </FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>certain unlawful dividend payments or
    stock redemptions or repurchases; and </FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>any transaction from which the director
    derives an improper personal benefit. </FONT></P></LI></UL>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>Our Amended and
  Restated Certificate of Incorporation provides for the elimination and
  limitation of the personal liability of our directors for monetary damages
  except for situations described in the bullet points listed above. The effect of
  this provision is to eliminate our rights and the rights of our stockholders
  (through stockholders&#146; derivative suits on our behalf) to recover monetary
  damages against a director for breach of the fiduciary duty of care as a
  director (including breaches resulting from negligent or grossly negligent
  behavior) except in the situations described in the bullet points listed above.
  This provision does not limit or eliminate our rights or any stockholder&#146;s right
  to seek non-monetary relief such as an injunction or rescission in the event of
  a breach of a director&#146;s duty of care. </FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>12 </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>Our Amended and
  Restated Corporate Bylaws provide that the Company 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 Company 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 in a manner that he reasonably
  believed to be in or not opposed to the best interests of the Company, and, with
  respect to any proceeding which is a criminal action, that he had no reasonable
  cause to believe his conduct was unlawful. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>Pursuant to Section 145 of the DGCL, the Company 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
  Company) 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 Company&#146;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
  Company, and with respect to any criminal action, they had no reasonable cause
  to believe their conduct was unlawful. Section 145 of the DGCL 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. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>According to the Amended and Restated Corporate Bylaws of the Company and
  Section 145 of the DGCL, the Company has the power to purchase and maintain
  insurance for its present and former directors, officers, employees and agents.
  The above discussion of the Company&#146;s Amended and Restated Certificate of
  Incorporation, Amended and Restated Corporate Bylaws and of Section 145 of the
  DGCL is not intended to be exhaustive and is qualified in its entirety by such
  Amended and Restated Certificate of Incorporation, Amended and Restated
  Corporate Bylaws and the DGCL.</FONT></P>
  <P align=center><FONT face="Times New Roman" size=2>13 </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>PART II</FONT></B><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=center><B><FONT face="Times New Roman" size=2>INFORMATION NOT REQUIRED IN THE
  REGISTRATION STATEMENT </FONT></B></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2><B>Item 3.
  Incorporation of Documents by Reference</B></FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The Company hereby incorporates by reference the following documents
  filed with the Commission: </FONT></P>
  <UL STYLE="PADDING-LEFT: 30PT"><LI>
    <P align=left><FONT face="Times New Roman" size=2></FONT><FONT face="Times New Roman" size=2>Annual
    report on Form 10-K for the fiscal year ended December 30, 2012, filed with
    the Commission on February 15, 2013;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>Current Report on Form 8-K, filed with
    the Commission on February 21, 2013; and </FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>The description of our Common Stock
    contained in the Company&#146;s Registration Statement on Form 8-A filed with the
    Commission on December 27, 2012, pursuant to Section 12 of the Exchange Act,
    including any amendments or reports filed for the purpose of updating such
    description. </FONT></P></LI></UL>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>We incorporate by
  reference in this registration statement all documents subsequently filed by the
  Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, which shall be deemed to be incorporated by
  reference herein and to be part hereof from the date such documents are filed.
  Any statement contained herein or in any document incorporated or deemed to be
  incorporated herein by reference shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained in any other subsequently filed document which also is or is deemed to
  be incorporated herein by reference modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed to constitute a
  part of this registration statement, except as so modified or
  superseded.</FONT><FONT face="Times New Roman"> </FONT></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2><B>Item 4.
  Description of Securities.</B></FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>Not applicable. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>Item 5. Interests of Named Experts and Counsel.
  </STRONG></FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>None. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT><STRONG>Item 6. Indemnification of Directors and
  Officers.</STRONG></FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
  </FONT>The General Corporation Law of the State of Delaware (the &#147;DGCL&#148;)
  provides that a corporation may limit the personal liability of each director to
  the corporation or its stockholders for monetary damages, except for liability
  arising because of any of the following: </FONT></P>
  <UL style="PADDING-LEFT: 15pt"><LI>
    <P align=left><FONT face="Times New Roman" size=2></FONT><FONT face="Times New Roman" size=2>any
    breach of the director&#146;s duty of loyalty to the corporation or its
    stockholders;</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>acts or omissions by the director not in
    good faith or that involve intentional misconduct or a knowing violation of
    law; </FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>certain unlawful dividend payments or
    stock redemptions or repurchases; and</FONT></P>
    </LI><LI>
    <P align=left><FONT face="Times New Roman" size=2>any transaction from which the director
    derives an improper personal benefit. </FONT></P></LI></UL>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>Our Amended and
  Restated Certificate of Incorporation provides for the elimination and
  limitation of the personal liability of our directors for monetary damages
  except for situations described in the bullet points listed above. The effect of
  this provision is to eliminate our rights and the rights of our stockholders
  (through stockholders&#146; derivative suits on our
  behalf) to recover monetary damages against a director for breach of the
  fiduciary duty of care as a director (including breaches resulting from
  negligent or grossly negligent behavior) except in the situations described in
  the bullet points listed above. This provision does not limit or eliminate our
  rights or any stockholder&#146;s right to seek non-monetary relief such as an
  injunction or rescission in the event of a breach of a director&#146;s duty of
  care.</FONT></P>
  <HR align=center width="100%" noshade SIZE=2>
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  
  <!-- C -->
  
  
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Our Amended and Restated Corporate
  Bylaws provide that the Company 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 Company 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 in a manner that he reasonably believed to be in or
  not opposed to the best interests of the Company, and, with respect to any
  proceeding which is a criminal action, that he had no reasonable cause to
  believe his conduct was unlawful. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Pursuant to Section 145 of the DGCL,
  the Company 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 Company) 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 Company&#146;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 Company, and with respect to any
  criminal action, they had no reasonable cause to believe their conduct was
  unlawful. Section 145 of the DGCL 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. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>According to the Amended and
  Restated Corporate Bylaws of the Company and Section 145 of the DGCL, the
  Company has the power to purchase and maintain insurance for its present and
  former directors, officers, employees and agents. The above discussion of the
  Company&#146;s Amended and Restated Certificate of Incorporation, Amended and
  Restated Corporate Bylaws and of Section 145 of the DGCL is not intended to be
  exhaustive and is qualified in its entirety by such Amended and Restated
  Certificate of Incorporation, Amended and Restated Corporate Bylaws and the
  DGCL.</FONT><FONT face="Times New Roman"> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Item 7. Exemption from
  Registration Claimed.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>The shares of our restricted common
  stock were issued as an inducement award to Mr. Lovette. This grant was exempt
  from registration pursuant to Section 4(2) of the Securities Act. </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Item 8.
  Exhibits.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>The following are filed as exhibits
  to this Registration Statement: </FONT></P>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD noWrap align=left width="1%"><U><FONT face="Times New Roman" size=2>Exhibit
        No</FONT></U><FONT face="Times New Roman" size=2>.</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD STYLE="text-align: center; width: 97%">
        <P align=center><U><FONT face="Times New Roman" size=2>Description</FONT></U></P></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Amended and Restated Certificate of
        Incorporation of the Company (incorporated by reference from Exhibit 3.1
        of the Company&#146;s Form 8-A filed on December 27, 2012).</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%">&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.2</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Amended and Restated Corporate
        Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the
        Company&#146;s Form 8-A filed on December 27, 2012). </FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%">&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.3</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Stockholders Agreement dated
        December 28, 2009 between the Company and JBS USA Holdings, Inc., as
        amended, (incorporated by reference from Exhibit 4.1 of the Company&#146;s Form
        8-A filed on December 28, 2012).</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%">&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.4</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Form of Common Stock Certificate
        (incorporated by reference from Exhibit 4.1 of the Company&#146;s Current
        Report on Form 8-K filed on December 29, 2009). </FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>5.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Opinion of Baker &amp; McKenzie LLP.
        *</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>23.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Consent of KPMG
    LLP.*</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>23.2</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Consent of Ernst &amp; Young LLP.*
        </FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>23.3</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Consent of Baker &amp; McKenzie LLP
        (included in Exhibit 5.1).* </FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>24</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Power of Attorney (included on the
        signature page of the Registration Statement).* </FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#ffffff></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>99.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Restricted Share Agreement dated
        January 14, 2011 between the Company and William W. Lovette (incorporated
        by reference from Exhibit 10.2 of the Company&#146;s Current Report on Form 8-K
        filed on January 18, 2011). </FONT></P></TD></TR></TABLE>
  <TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="99%">____________________<BR>&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD noWrap align=left width="99%"><FONT face="Times New Roman" size=2>* filed
  herewith</FONT></TD></TR></TABLE><BR>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><STRONG>Item 9.
  Undertakings.</STRONG></FONT><FONT face="Times New Roman" size=2> </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(a) The undersigned registrant
  hereby undertakes: </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(1) To file, during any period in
  which offers or sales are being made, a post-effective amendment to this
  registration statement: </FONT></P>
  <DIV style="PADDING-LEFT: 30pt; WIDTH: 100%">
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(i) To include any prospectus
  required by Section 10(a)(3) of the Securities Act; </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(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
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than a 20 percent change in the maximum aggregate
  offering price set forth in the &#147;Calculation of Registration Fee&#148; table in the
  effective registration statement; </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(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; </FONT></P></DIV>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><EM>provided,
  however</EM></FONT><FONT face="Times New Roman" size=2>, that paragraphs (a)(1)(i) and
  (a)(1)(ii) of this section do not apply if the information required to be
  included in a post-effective amendment by those paragraphs is contained in
  reports filed with or furnished to the Commission by the registrant pursuant to
  section 13 or section 15(d) of the Exchange Act that are incorporated by
  reference in the registration statement. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(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. </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(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. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(b) The undersigned registrant
  hereby undertakes that, for the purposes of determining any liability under the
  Securities Act, each filing of the registrant&#146;s annual report pursuant to
  Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
  of an employee benefit plan&#146;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. </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>(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. </FONT></P>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>SIGNATURES</FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Pursuant to the requirements of the Securities Act, the Company 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 Greeley, State of Colorado, on February 27, 2013.</FONT></P>
  <TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR>
      <TD noWrap align=left width="60%"></TD>
      <TD noWrap align=left width="40%" colSpan=2>
        <P align=left><FONT face="Times New Roman"></FONT><B><FONT face="Times New Roman" size=2>PILGRIM&#146;S
        PRIDE CORPORATION</FONT></B></P></TD></TR>
    <TR>
      <TD noWrap align=left width="60%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="39%">&nbsp;</TD></TR>
    <TR>
      <TD noWrap align=left width="60%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="39%">&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="60%"><FONT face="Times New Roman" size=2>Date:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;February 27, 2013</FONT></TD>
      <TD noWrap align=left width="1%"><FONT size=2 face="Times New Roman">By:&nbsp;&nbsp;</FONT></TD>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="39%"><FONT face="Times New Roman" size=2>/s/ Fabio Sandri</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="60%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="39%"><FONT face="Times New Roman" size=2>Fabio Sandri</FONT></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="60%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="39%"><FONT face="Times New Roman" size=2>Chief Financial
  Officer</FONT></TD></TR></TABLE><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>POWER OF ATTORNEY</FONT></B></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>Each person whose signature appears
  below hereby constitutes and appoints Fabio Sandri his or her true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him or her and in his or her name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and other documents in connection therewith, with the Commission, and hereby
  grants to such attorney-in-fact and agent full power and authority to do and
  perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming that said attorney-in-fact and agent, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  </FONT></P>
  <P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>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. </FONT></P>
  <TABLE style="PADDING-RIGHT: 4pt; PADDING-LEFT: 4pt; LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Signature</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Title</FONT></P></TD>
      <TD noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>Date</FONT></P></TD></TR>
    <TR>
      <TD noWrap align=left width="30%"></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2></FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Chairman of the Board</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        </TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Wesley Mendon&#231;a Batista</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/
        William W. Lovette</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>President, Chief Executive Officer
        and Director </FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 27, 2013 </FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>William W. Lovette</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/
        Fabio Sandri</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Chief Financial Officer
      </FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 27, 2013 </FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Fabio Sandri</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>(Principal Financial and Accounting
        Officer)</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR></TABLE><BR>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <TABLE style="PADDING-RIGHT: 4pt; PADDING-LEFT: 4pt; LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/
        Joesley Mendon&#231;a Batista</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;</TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Director</FONT></P></TD>
      <TD noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;</TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 27, 2013</FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Joesley Mendon&#231;a Batista</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/
        Michael L. Cooper</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Director</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 27, 2013</FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Michael L. Cooper</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/
        Don Jackson</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Director</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 27, 2013</FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Don Jackson</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/
        Charles Macaluso</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Director</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 26, 2013</FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Charles Macaluso</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/
        Dr. David E. Bell</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Director</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 25, 2013</FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Dr. David E. Bell</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2></FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2></FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Director</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        </TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Marcus Vinicius Pratini de</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Moraes</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR>
      <TD width="30%"></TD>
      <TD width="1%">&nbsp;</TD>
      <TD width="45%"></TD>
      <TD width="1%"></TD>
      <TD width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>/s/ Wallim Cruz De</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Vasconcellos Junior</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%">
        <P align=left><FONT face="Times New Roman" size=2>Director</FONT></P></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%">
        <P align=left><FONT face="Times New Roman" size=2>February 26, 2013</FONT></P></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Wallim Cruz De Vasconcellos</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="30%"><FONT face="Times New Roman" size=2>Junior</FONT></TD>
      <TD noWrap align=left width="1%">&nbsp;</TD>
      <TD noWrap align=left width="45%"></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD noWrap align=left width="23%"></TD></TR></TABLE><BR>
  <HR align=center width="100%" noShade SIZE=2>
  
  <DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
  <P align=center><B><FONT face="Times New Roman" size=2>EXHIBIT INDEX</FONT></B></P>
  <TABLE style="BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD noWrap align=left width="1%"><U><FONT face="Times New Roman" size=2>Exhibit
        No</FONT></U><FONT face="Times New Roman" size=2>.</FONT></TD>
      <TD noWrap align=left width="1%"></TD>
      <TD STYLE="text-align: center; width: 97%">
        <P align=center><U><FONT face="Times New Roman" size=2>Description</FONT></U></P></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Amended and Restated Certificate of
        Incorporation of the Company (incorporated by reference from Exhibit 3.1
        of the Company&#146;s Form 8-A filed on December 27, 2012).</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%">&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.2</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Amended and Restated Corporate
        Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the
        Company&#146;s Form 8-A filed on December 27, 2012).</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%">&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.3</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Stockholders Agreement dated
        December 28, 2009 between the Company and JBS USA Holdings, Inc., as
        amended, (incorporated by reference from Exhibit 4.1 of the Company&#146;s Form
        8-A filed on December 28, 2012).</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%">&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>4.4</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Form of Common Stock Certificate
        (incorporated by reference from Exhibit 4.1 of the Company&#146;s Current
        Report on Form 8-K filed on December 29, 2009). </FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>5.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Opinion of Baker &amp; McKenzie LLP.
        *</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>23.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Consent of KPMG
    LLP.*</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>23.2</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Consent of Ernst &amp; Young
        LLP.*</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>23.3</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Consent of Baker &amp; McKenzie LLP
        (included in Exhibit 5.1).*</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>24</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Power of Attorney (included on the
        signature page of the Registration Statement).*</FONT></P></TD></TR>
    <TR>
      <TD vAlign=top noWrap align=left width="1%">&nbsp;</TD>
      <TD vAlign=top noWrap align=left width="1%"></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%"></TD></TR>
    <TR vAlign=bottom>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>99.1</FONT></TD>
      <TD vAlign=top noWrap align=left width="1%" bgColor=#c0c0c0></TD>
      <TD STYLE="vertical-align: top; text-align: left; width: 97%; background-color: #c0c0c0">
        <P align=left><FONT face="Times New Roman" size=2>Restricted Share Agreement dated
        January 14, 2011 between the Company and William W. Lovette (incorporated
        by reference from Exhibit 10.2 of the Company&#146;s Current Report on Form 8-K
        filed on January 18, 2011). </FONT></P></TD></TR></TABLE>
  <TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR>
      <TD noWrap align=left width="100%">____________________<BR>&nbsp;</TD></TR>
    <TR vAlign=bottom>
      <TD noWrap align=left width="100%"><FONT face="Times New Roman" size=2>* filed
  herewith</FONT></TD></TR></TABLE><BR>
  <HR align=center width="100%" noShade SIZE=2>
  
  
  </BODY>
  
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metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "pilgrimspride_s8.htm", "description": "INITIAL REGISTRATION STATEMENT FOR SECURITIES TO BE OFFERED TO EMPLOYEES", "secsgml_size_bytes": 150689}]
metadata_filer: {"company-data": {"conformed-name": "PILGRIMS PRIDE CORP", "cik": "0000802481", "assigned-sic": "2015", "irs-number": "751285071", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-186934", "film-number": "13648773"}, "business-address": {"street1": "1770 PROMONTORY CIRCLE", "city": "GREELEY", "state": "CO", "zip": "80634", "phone": "9705068000"}, "mail-address": {"street1": "1770 PROMONTORY CIRCLE", "city": "GREELEY", "state": "CO", "zip": "80634"}}
text: As filed with the Securities and Exchange
  Commission on February 27, 2013
  Registration No. 333-
  UNITED STATES
  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.)
  1770 Promontory
        Circle,
  80634-9038
  Greeley,
        Colorado
  (Zip Code)
  (Address of Principal Executive
        Offices)
  RESTRICTED SHARE
  AGREEMENT
  (Full title of the plan)
  Fabio Sandri
  Chief Financial
  Officer
  1770 Promontory Circle
  Greeley, Colorado 80634-9038
  (970)
  506-8000
  (Name, address, telephone number,
  including area code, of agent for service)
  with a copy
  to:
  W. Crews Lott
  Baker &
  McKenzie LLP
  2300 Trammell Crow
  Center
  2001 Ross Avenue
  Dallas, Texas 75201
  _______________________________
  Indicate by check mark whether the
  registrant is a large accelerated filer, an accelerated filer, a non-accelerated
  filer, or a smaller reporting company. See the definitions of "large accelerated
  filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
  Exchange Act.
  Large accelerated
        filer
  ¨
  Accelerated
        filer
  x
  Non-accelerated
        filer
  ¨
  Smaller reporting
        company
  ¨
  (Do not check if a smaller reporting
        company)
  CALCULATION OF REGISTRATION
  FEE
  Proposed
  Amount to be
  Proposed
  maximum
  Title of securities
        to
  registered
  maximum offering
  aggregate offering
  Amount of
  be
      registered
  (1)(2)
  price per share
        (3)
  price (3)
  registration
        fee
  Common Stock,
  par value $0.01 per
  share
  200,000 shares
  $8.76
  $1,752,000
  $238.97
  (1) This Registration Statement
  covers 200,000 shares of common stock, par value $0.01 per share (the "Common
  Stock"), of Pilgrim's Pride Corporation (the "Company") issued pursuant to the
  restricted share agreement between the Company and William W. Lovette dated
  January 14, 2011.
  (2) In addition, pursuant to Rule
  416 under the Securities Act of 1933, as amended (the "Securities Act"), this
  Registration Statement shall include any additional shares of Common Stock that
  may from time to time be offered or issued to prevent dilution resulting from
  stock splits, stock dividends or similar transactions.
  (3) Estimated solely for the purpose
  of calculating the registration fee pursuant to
  Rule 457(c) and (h) promulgated under the Securities Act. The price is
  based upon the average of the high and low prices of the Company's Common Stock
  on February 22, 2013, as reported on The NASDAQ Stock Market LLC.
  EXPLANATORY NOTE
  This Registration Statement covers
  200,000 shares of common stock, par value $0.01 per share (the "Common Stock"),
  of Pilgrim's Pride Corporation (the "Company") issued pursuant to the Restricted
  Share Agreement between the Company and William W. Lovette dated January 14,
  2011. References in this Registration Statement and the prospectus which is a
  part hereof to "Pilgrim's Pride," "the Company," "we," "us," "our," or similar
  terms refer to Pilgrim's Pride Corporation.
  This Registration Statement contains
  two parts. Part I contains a reoffer prospectus pursuant to Form S-3 (in
  accordance with Section C of the General Instructions to the Form S-8), which covers reoffers and
  resales of "restricted securities" and/or "control securities" (as such terms
  are defined in Section C of the General Instructions to Form S-8) of the Company. Part II of
  this Registration Statement contains information required in the Registration
  Statement pursuant to Part II of Form S-8.
  PART I
  REOFFER
  PROSPECTUS
  PILGRIM'S PRIDE
  CORPORATION
  200,000 Shares of Common
  Stock
  _______________________________
  This prospectus relates to shares of
  our Common Stock, which may be offered from time to time by William W. Lovette,
  the Company's President and Chief Executive Officer, also referred to as the
  selling stockholder, for his own account. The shares of Common Stock covered by
  this prospectus were issued pursuant to the restricted share agreement between
  the Company and William W. Lovette dated January 14, 2011 (the "Share
  Agreement").
  This prospectus has been prepared
  for the purpose of registering the shares of Common Stock under the Securities
  Act, to allow for future sale to the public by the selling stockholder, on a
  continuous or delayed basis. The selling stockholder and any participating
  broker or dealer may be deemed to be an "underwriter" within the meaning of the
  Securities Act, in which event any profit on the sale of shares by the selling
  stockholder and any commissions or discounts received by those brokers or
  dealers may be deemed to be underwriting compensation under the Securities Act.
  Our Common Stock is quoted on The
  NASDAQ Stock Market LLC under the ticker symbol "PPC." On February 25, 2013, the
  last reported sale price of our Common Stock was $8.72 per share.
  _______________________________
  Investing in our Common Stock
  involves risks.
  You should
  consider carefully the
  risk
  factors
  beginning on page 1 of
  this prospectus.
  _______________________________
  Neither the Securities and
  Exchange Commission (the "Commission") nor any state securities commission has
  approved or disapproved of these securities or determined that this prospectus
  is truthful or complete. Any representation to the contrary is a criminal
  offense.
  _______________________________
  The date of this prospectus is February
  27, 2013.
  REOFFER PROSPECTUS
  TABLE OF
  CONTENTS
  Page
  Prospectus Summary
  1
  Forward Looking Statements
  1
  Risk Factors
  1
  Use of Proceeds
  8
  The Selling Stockholder
  9
  Plan of Distribution
  9
  Legal Matters
  11
  Experts
  11
  Incorporation of Certain Information by
        Reference
  12
  Where You Can Find More Information
  12
  Indemnification of Directors and
        Officers
  12
  i
  Prospectus Summary
  This summary highlights
  information contained elsewhere in or incorporated by reference into this
  prospectus. This summary is not complete and does not contain all of the
  information that may be important to you and that you should consider before
  investing in our Common Stock. You should carefully read the entire prospectus,
  including the section entitled "Risk Factors," and the other information
  incorporated by reference into this prospectus before making an investment
  decision. References to "Pilgrim's Pride," "the Company," "we," "us," "our," or
  similar terms refer to Pilgrim's Pride Corporation.
  We are the second-largest chicken
  producer in the world with operations in the United States ("U.S."), Mexico and
  Puerto Rico. We are primarily engaged in the production, processing, marketing
  and distribution of fresh, frozen and value-added chicken products to retailers,
  distributors and foodservice operators. We employ approximately 38,000 people
  and have the capacity to process more than 36 million birds per week for a total
  of more than 9.5 billion pounds of live chicken annually. In 2012, we generated
  $8.1 billion in total revenue and produced 7.9 billion pounds of chicken
  products.
  We have a broad geographic reach and
  we offer our diverse customer base a balanced portfolio of fresh and prepared
  chicken products. We have consistently provided our customers with high quality
  products and service with a focus on delivering higher-value, higher-quality
  products. As such, we have become a valuable partner to our customers and a
  recognized industry leader. Our sales efforts are largely targeted towards the
  foodservice industry, principally chain restaurants and food processors such as
  Yum! Brands
  ®
  , Burger King
  ®
  and Chick-fil-A
  ®
  ,
  distributors such as US Foods and Sysco
  ®
  and retail customers
  including grocery store chains and wholesale clubs such as Kroger
  ®
  ,
  Wal-Mart
  ®
  , Costco
  ®
  , Publix
  ®
  and Sam's
  Club
  ®
  . We also export products to customers in approximately 100
  countries.
  Pilgrim's Pride Corporation, which
  was incorporated in Texas in 1968 and reincorporated in Delaware in 1986, is the
  successor to a partnership founded in 1946 as a retail feed store. Our principal
  office is located at 1770 Promontory Circle, Greeley, Colorado 80634 and our
  telephone number is (970) 506-8000. Our Internet address is
  http://www.pilgrims.com. Information on our website or available by hyperlink
  from our website does not constitute part of this prospectus.
  Forward Looking
  Statements
  This prospectus and other documents
  filed and incorporated by reference in this prospectus include or may contain
  certain forward-looking statements.
  Statements of our intentions,
  beliefs, expectations or predictions for the future, denoted by the words
  "anticipate," "believe," "estimate," "expect," "plan," "project," "imply,"
  "intend," "foresee" and similar expressions, are forward-looking statements that
  reflect our current views about future events and are subject to risks,
  uncertainties and assumptions. Such risks, uncertainties and assumptions include
  those described under "Risk Factors" below and elsewhere in this prospectus.
  Actual results could differ
  materially from those projected in these forward-looking statements as a result
  of these factors, among others, many of which are beyond our control.
  In making these statements, we are
  not undertaking, and specifically decline to undertake, any obligation to
  address or update each or any factor in future filings or communications
  regarding our business or results, and we are not undertaking to address how any
  of these factors may have caused changes in information contained in previous
  filings or communications. The risks described below are not the only risks we
  face, and additional risks and uncertainties may also impair our business
  operations. The occurrence of any one or more of the following or other
  currently unknown factors could materially adversely affect our business and
  operating results.
  Risk Factors
  You should carefully consider
  the risks and uncertainties described below before making an investment
  decision. Any of the following risks could materially adversely affect our
  business, operations, industry or financial position or our future financial
  performance. While we believe we have identified and discussed below all risk
  factors affecting our business that we believe are material, there may be
  additional risks and uncertainties that are not presently known or that are not
  currently believed to be significant that may adversely affect our business,
  operations, industry, financial position and financial performance in the
  future. The trading price of our Common Stock could decline due to any of these
  risks, and you may lose all or part of your investment. You should also refer to
  the other information included or incorporated by reference in this prospectus,
  including our financial statements and related notes.
  1
  Industry cyclicality can
  affect our earnings, especially due to fluctuations in commodity prices of feed
  ingredients and chicken.
  Profitability
  in the chicken industry is materially affected by the commodity prices of feed
  ingredients and chicken, which are determined by supply and demand factors. As a
  result, the chicken industry is subject to cyclical earnings fluctuations.
  The
  production of feed ingredients is positively or negatively affected primarily by
  the global level of supply inventories and demand for feed ingredients, the
  agricultural policies of the U.S. and foreign governments and weather patterns
  throughout the world. In particular, weather patterns often change agricultural
  conditions in an unpredictable manner. A significant change in weather patterns
  could affect supplies of feed ingredients, as well as both the industry's and
  our ability to obtain feed ingredients, grow chickens or deliver products. Feed
  prices have been impacted by increased demand both domestically for ethanol and
  globally for protein production.
  Market
  prices for feed ingredients remained at historically high levels throughout
  2012. Market prices for feed ingredients remain volatile. Consequently, there
  can be no assurance that the price of corn or soybean meal will not continue to
  rise as a result of, among other things, increasing demand for these products
  around the world and alternative uses of these products, such as ethanol and
  biodiesel production.
  High
  feed ingredient prices have had, and may continue to have, a materially adverse
  effect on our operating results, which has resulted in, and may continue to
  result in, additional noncash expenses due to impairment of the carrying amounts
  of certain of our assets. We periodically seek, to the extent available, to
  enter into advance purchase commitments or financial derivative contracts for
  the purchase of feed ingredients in an effort to manage our feed ingredient
  costs. The use of these instruments may not be successful. In addition, we have
  not designated the derivative financial instruments that we have purchased to
  mitigate commodity purchase exposures as cash flow hedges. Therefore, we
  recognize changes in the fair value of these derivative financial instruments
  immediately in earnings. Unexpected changes in the fair value of these
  instruments could adversely affect the results of our operations.
  Outbreaks of livestock
  diseases in general and poultry diseases in particular, including avian
  influenza, can significantly affect our ability to conduct our operations and
  demand for our products.
  We
  take precautions designed to ensure that our flocks are healthy and that our
  processing plants and other facilities operate in a sanitary and
  environmentally-sound manner. However, events beyond our control, such as the
  outbreaks of disease, either in our own flocks or elsewhere, could significantly
  affect demand for our products or our ability to conduct our operations.
  Furthermore, an outbreak of disease could result in governmental restrictions on
  the import and export of our fresh chicken or other products to or from our
  suppliers, facilities or customers, or require us to destroy one or more of our
  flocks. This could also result in the cancellation of orders by our customers
  and create adverse publicity that may have a material adverse effect on our
  ability to market our products successfully and on our business, reputation and
  prospects.
  During
  the first half of 2006, there was substantial publicity regarding a highly
  pathogenic strain of avian influenza, known as H5N1, which has been affecting
  Asia since 2002 and which has also been found in Europe and Africa. It is widely
  believed that H5N1 is being spread by migratory birds, such as ducks and geese.
  There have also been some cases where H5N1 is believed to have passed from birds
  to humans as humans came into contact with live birds that were infected with
  the disease.
  2
  Although
  highly pathogenic H5N1 has not been identified in North America, there have been
  outbreaks of low pathogenic strains of avian influenza in North America, and in
  Mexico outbreaks of both high and low-pathogenic strains of avian influenza are
  a fairly common occurrence. Historically, the outbreaks of low pathogenic avian
  influenza have not generated the same level of concern, or received the same
  level of publicity or been accompanied by the same reduction in demand for
  poultry products in certain countries as that associated with the highly
  pathogenic H5N1 strain. Accordingly, even if the highly pathogenic H5N1 strain
  does not spread to North or Central America, there can be no assurance that it
  will not materially adversely affect demand for North or Central American
  produced poultry internationally and/or domestically, and, if it were to spread
  to North or Central America, there can be no assurance that it would not
  significantly affect our ability to conduct our operations and/or demand for our
  products, in each case in a manner having a material adverse effect on our
  business, reputation and/or prospects.
  If our poultry products
  become contaminated, we may be subject to product liability claims and product
  recalls.
  Poultry
  products may be subject to contamination by disease-producing organisms, or
  pathogens, such as
  Listeria
  monocytogenes
  ,
  Salmonella
  and generic
  E.coli
  . These pathogens are
  generally found in the environment, and, as a result, there is a risk that they,
  as a result of food processing, could be present in our processed poultry
  products. These pathogens can also be introduced as a result of improper
  handling at the further processing, foodservice or consumer level. These risks
  may be controlled, although not eliminated, by adherence to good manufacturing
  practices and finished product testing. We have little, if any, control over
  proper handling once the product has been shipped. Illness and death may result
  if the pathogens are not eliminated at the further processing, foodservice or
  consumer level. Even an inadvertent shipment of contaminated products is a
  violation of law and may lead to increased risk of exposure to product liability
  claims, product recalls and increased scrutiny by federal and state regulatory
  agencies and may have a material adverse effect on our business, reputation and
  prospects.
  Product liability claims or
  product recalls can adversely affect our business reputation, expose us to
  increased scrutiny by federal and state regulators and may not be fully covered
  by insurance.
  The
  packaging, marketing and distribution of food products entail an inherent risk
  of product liability and product recall and the resultant adverse publicity. We
  may be subject to significant liability if the consumption of any of our
  products causes injury, illness or death. We could be required to recall certain
  products in the event of contamination or damage to the products. In addition to
  the risks of product liability or product recall due to deficiencies caused by
  our production or processing operations, we may encounter the same risks if any
  third party tampers with our products. We cannot assure you that we will not be
  required to perform product recalls, or that product liability claims will not
  be asserted against us, in the future. Any claims that may be made may create
  adverse publicity that would have a material adverse effect on our ability to
  market our products successfully or on our business, reputation, prospects,
  financial condition and results of operations.
  If our
  poultry products become contaminated, we may be subject to product liability
  claims and product recalls. There can be no assurance that any litigation or
  reputational injury associated with product recalls will not have a material
  adverse effect on our ability to market our products successfully or on our
  business, reputation, prospects, financial condition and results of operations.
  We
  currently maintain insurance with respect to certain of these risks, including
  product liability insurance, property insurance, workers compensation insurance,
  business interruption insurance and general liability insurance, but in many
  cases such insurance is expensive, difficult to obtain and no assurance can be
  given that such insurance can be maintained in the future on acceptable terms,
  or in sufficient amounts to protect us against losses due to any such events, or
  at all. Moreover, even though our insurance coverage may be designed to protect
  us from losses attributable to certain events, it may not adequately protect us
  from liability and expenses we incur in connection with such events.
  Additionally, in the past, two of our insurers encountered financial
  difficulties and were unable to fulfill their obligations under the insurance
  policies as anticipated and, separately, two of our other insurers contested
  coverage with respect to claims covered under policies purchased, forcing us to
  litigate the issue of coverage before we were able to collect under these
  policies.
  3
  Competition in the chicken
  industry with other vertically integrated poultry companies may make us unable
  to compete successfully in these industries, which could adversely affect our
  business.
  The
  chicken industry is highly competitive. In both the U.S. and Mexico, we
  primarily compete with other vertically integrated chicken companies.
  In
  general, the competitive factors in the U.S. chicken industry include price,
  product quality, product development, brand identification, breadth of product
  line and customer service. Competitive factors vary by major market. In the
  foodservice market, competition is based on consistent quality, product
  development, service and price. In the U.S. retail market, we believe that
  competition is based on product quality, brand awareness, customer service and
  price. Further, there is some competition with non-vertically integrated further
  processors in the prepared chicken business. In Mexico, where product
  differentiation has traditionally been limited, we believe product quality and
  price have been the most critical competitive factors.
  The loss of one or more of
  our largest customers could adversely affect our business.
  Our
  two largest customers accounted for approximately 15.7% of our net sales in
  2012, and our largest customer, Wal-Mart Stores, Inc., accounted for 9.7% of our
  net sales in 2012. Our business could suffer significant setbacks in revenues
  and operating income if we lost one or more of our largest customers, or if our
  customers' plans and/or markets should change significantly.
  Our foreign operations pose
  special risks to our business and operations.
  We
  have significant operations and assets located in Mexico and may participate in
  or acquire operations and assets in other foreign countries in the future.
  Foreign operations are subject to a number of special risks such as currency
  exchange rate fluctuations, trade barriers, exchange controls, expropriation and
  changes in laws and policies, including tax laws and laws governing
  foreign-owned operations.
  Currency
  exchange rate fluctuations have adversely affected us in the past. Exchange rate
  fluctuations or one or more other risks may have a material adverse effect on
  our business or operations in the future.
  Our
  operations in Mexico are conducted through subsidiaries organized under the laws
  of Mexico. Claims of creditors of our subsidiaries, including trade creditors,
  will generally have priority as to the assets of our subsidiaries over our
  claims. Additionally, the ability of our Mexican subsidiaries to make payments
  and distributions to us may be limited by the terms of our Mexico credit
  facility and will be subject to, among other things, Mexican law. In the past,
  these laws have not had a material adverse effect on the ability of our Mexican
  subsidiaries to make these payments and distributions. However, laws such as
  these may have a material adverse effect on the ability of our Mexican
  subsidiaries to make these payments and distributions in the future.
  Disruptions in international
  markets and distribution channels could adversely affect our
  business.
  Historically,
  we have targeted international markets to generate additional demand for our
  products. In particular, given U.S. customers' general preference for white
  meat, we have targeted international markets for the sale of dark chicken meat,
  specifically leg quarters, which are a natural by-product of our U.S.
  operations' concentration on prepared chicken products. As part of this
  initiative, we have created a significant international distribution network
  into several markets in Mexico, the Far East and countries within the CIS. Our
  success in these markets may be, and our success in recent periods has been,
  adversely affected by disruptions in chicken export markets. For example, China
  imposed anti-dumping and countervailing duties on the U.S. chicken producers in
  2010 which can be expected to deter Chinese importers from purchases of
  U.S.-origin chicken products. Additionally, from time to time Russia has
  restricted the importation of U.S. poultry products for the protection of their
  domestic poultry producers and in cases of allegations of consumer health
  issues.
  A
  significant risk is disruption due to import restrictions and tariffs, other
  trade protection measures, and import or export licensing requirements. In
  addition, disruptions may be caused by outbreaks of disease such as avian influenza, either in
  our flocks or elsewhere in the world, and resulting changes in consumer
  preferences.
  4
  One or more of these or other disruptions in the international
  markets and distribution channels could adversely affect our
  business.
  Regulation, present and future, is a
  constant factor affecting our business.
  Our
  operations will continue to be subject to federal, state and local governmental
  regulation, including in the health, safety and environmental areas. We
  anticipate increased regulation by various agencies concerning food safety, the
  use of medication in feed formulations and the disposal of chicken by-products
  and wastewater discharges. Also, changes in laws or regulations or the
  application thereof may lead to government enforcement actions and the resulting
  litigation by private litigants, such as various wage and hour and environmental
  issues.
  On December 8, 2011, the USDA's Grain
  Inspection, Packers and Stockyards Administration issued new regulations under
  the Packers and Stockyards Act that would apply to all stages of a live poultry
  dealer's poultry grow-out. The new regulations significantly impact the
  relationship between integrated poultry processors, like us, and their
  independent growers. Among other things, the new regulations substantially limit
  our and our independent contract growers' freedom of contract, and affect the
  way we pay our independent contract growers. Many of the new regulations are, in
  our view, unclear, vague and will likely require litigation to determine their
  scope and impact. Such litigation could be costly to our industry and us. The
  new regulations could also lead to increased enforcement activity and private
  litigation against integrated poultry producers that could have a material
  adverse effect on our operations and financial operating results. Additionally,
  the new regulations could increase the cost of doing business or change the way
  in which we do business.
  In
  addition, unknown matters, new laws and regulations, or stricter interpretations
  of existing laws or regulations may also materially affect our business or
  operations in the future.
  New
  immigration legislation or increased enforcement efforts in connection with
  existing immigration legislation could cause the costs of doing business to
  increase, cause us to change the way we conduct our business or otherwise
  disrupt our operations.
  Immigration
  reform continues to attract significant attention in the public arena and the
  U.S. Congress. If new federal immigration legislation is enacted or if states in
  which we do business enact immigration laws, such laws may contain provisions
  that could make it more difficult or costly for us to hire U.S. citizens and/or
  legal immigrant workers. In such case, we may incur additional costs to run our
  business or may have to change the way we conduct our operations, either of
  which could have a material adverse effect on our business, operating results
  and financial condition. Also, despite our past and continuing efforts to hire
  only U.S. citizens and/or persons legally authorized to work in the U.S., we may
  be unable to ensure that all of our employees are U.S. citizens and/or persons
  legally authorized to work in the U.S. For example, U.S. Immigration and Customs
  Enforcement has investigated identity theft within our workforce. With our
  cooperation, during 2008 U.S. Immigration and Customs Enforcement arrested
  approximately 300 employees believed to have engaged in identity theft at five
  of our facilities. No assurances can be given that further enforcement efforts
  by governmental authorities will not disrupt a portion of our workforce or
  operations at one or more facilities, thereby negatively impacting our business.
  Also, no assurance can be given that further enforcement efforts by governmental
  authorities will not result in the assessment of fines that could adversely
  affect our financial position, operating results or cash flows.
  Loss of
  essential employees could have a significant negative impact on our
  business.
  Our success
  is largely dependent on the skills, experience, and efforts of our management
  and other employees. The loss of the services of one or more members of our
  senior management or of numerous employees with essential skills could have a
  negative effect on our business, financial condition and results of operations.
  If we are not able to retain or attract talented, committed individuals to fill
  vacant positions when needs arise, it may adversely affect our ability to
  achieve our business objectives.
  5
  Our
  performance depends on favorable labor relations with our employees and our
  compliance with labor laws. Any deterioration of those relations or increase in
  labor costs due to our compliance with labor laws could adversely affect our
  business.
  As of
  December 30, 2012, we employed approximately 33,000 persons in the U.S. and
  approximately 5,000 persons in Mexico. Approximately 36.3% of the Company's
  employees were covered under collective bargaining agreements. Substantially all
  employees covered under collective bargaining agreements are covered under
  agreements that expired in 2011 or 2012 and remain subject to ongoing
  negotiations or will expire in 2013. We have not experienced any labor-related
  work stoppage at any location in over eight years. We believe our relationship
  with our employees and union leadership is satisfactory. At any given time, we
  will be in some stage of contract negotiations with various collective
  bargaining units. The Company is currently in negotiations with union locals in
  11 locations, and there is no assurance that agreement will be reached or, if
  reached, will be on the terms that are favorable to the Company. In the absence
  of an agreement, we may become subject to labor disruption at any of these
  locations, which could have an adverse effect on our financial results.
  Extreme weather, natural disasters or other events beyond our
  control could negatively impact our business.
  Bioterrorism, fire, pandemic, extreme weather or natural disasters,
  including droughts, floods, excessive cold or heat, hurricanes or other storms,
  could impair the health or growth of our flocks, production or availability of
  feed ingredients, or interfere with our operations due to power outages, fuel
  shortages, damage to our production and processing facilities or disruption of
  transportation channels, among other things. Any of these factors could have an
  adverse effect on our financial results.
  We may face significant costs for compliance with existing or
  changing environmental requirements and for potential environmental obligations
  relating to current or discontinued operations.
  Compliance
  with existing or changing environmental requirements, including more stringent
  limitations imposed or expected to be imposed in recently-renewed or soon-to be
  renewed environmental permits, will require capital expenditures for
  installation of new or upgraded pollution control equipment at some of our
  facilities.
  In the
  past, we have acquired businesses with operations such as pesticide and
  fertilizer production that involved greater use of hazardous materials and
  generation of more hazardous wastes than our current operations. While many of
  those operations have been sold or closed, some environmental laws impose strict
  and, in certain circumstances, joint and several liability for costs of
  investigation and remediation of contaminated sites on current and former owners
  and operators of the sites, and on persons who arranged for disposal of wastes
  at such sites. In addition, current owners or operators of such contaminated
  sites may seek to recover cleanup costs from us based on past operations or
  contractual indemnifications.
  New
  environmental requirements, stricter interpretations of existing environmental
  requirements, or obligations related to the investigation or clean-up of
  contaminated sites, may materially affect our business or operations in the
  future.
  JBS USA holds a majority of our common stock and has the ability
  to control the vote on most matters brought before the holders of our common
  stock.
  JBS USA
  holds a majority of the shares and voting power of our common stock and is
  entitled to appoint a majority of the members of our board of directors. As a
  result, JBS USA will, subject to restrictions on its voting power and actions in
  a stockholders agreement between us and JBS USA and our organization documents,
  have the ability to control our management, policies and financing decisions,
  elect a majority of the members of our board of directors at the annual meeting
  and control the vote on most matters coming before the holders of our common
  stock.
  6
  Under the stockholders agreement between us and JBS USA, JBS
  USA has the ability to elect up to six members of our board of directors and the
  other holders of our common stock have the ability to elect up to two members of
  our board of directors. If the percentage of our outstanding common stock owned
  by JBS USA exceeds 80%, then JBS USA would have the ability to elect one
  additional member of our board of directors while the other holders of our
  common stock would have the ability to elect one less member of our board of
  directors.
  Our operations are subject to general risks of
  litigation.
  We are
  involved on an on-going basis in litigation with our independent contract
  growers or arising in the ordinary course of business or otherwise. Trends in
  litigation may include class actions involving consumers, shareholders,
  employees or injured persons, and claims relating to commercial, labor,
  employment, antitrust, securities or environmental matters. Litigation trends
  and the outcome of litigation cannot be predicted with certainty and adverse
  litigation trends and outcomes could adversely affect our financial results.
  We depend on contract growers and independent producers to supply
  us with livestock.
  We contract
  primarily with independent contract growers to raise the live chickens processed
  in our poultry operations. If we do not attract and maintain contracts with
  growers or maintain marketing and purchasing relationships with independent
  producers, our production operations could be negatively affected.
  Changes in consumer preference could negatively impact our
  business.
  The food
  industry in general is subject to changing consumer trends, demands and
  preferences. Trends within the food industry change often, and failure to
  identify and react to changes in these trends could lead to, among other things,
  reduced demand and price reductions for our products, and could have an adverse
  effect on our financial results.
  The consolidation of customers could negatively impact our
  business.
  Our
  customers, such as supermarkets, warehouse clubs and food distributors, have
  consolidated in recent years, and consolidation is expected to continue
  throughout the U.S. and in other major markets. These consolidations have
  produced large, sophisticated customers with increased buying power who are more
  capable of operating with reduced inventories, opposing price increases, and
  demanding lower pricing, increased promotional programs and specifically
  tailored products. These customers also may use shelf space currently used for
  our products for their own private label products. Because of these trends, our
  volume growth could slow or we may need to lower prices or increase promotional
  spending for our products, any of which would adversely affect our financial
  results.
  Our future financial and operating flexibility may be adversely
  affected by our significant leverage.
  We have
  substantial indebtedness, which could adversely affect our financial condition.
  On a consolidated basis, as of December 30, 2012, we had approximately $667.5
  million in secured indebtedness, $497.3 million of unsecured indebtedness and
  had the ability to borrow approximately $529.9 million under our credit
  agreements. Significant amounts of cash flow will be necessary to make payments
  of interest and repay the principal amount of such indebtedness.
  7
  The degree to which we
  are leveraged could have important consequences because:
  It could affect our ability to satisfy
    our obligations under our credit agreements;
  A substantial portion of our cash flow
    from operations is required to be dedicated to interest and principal payments
    and may not be available for operations, working capital, capital
    expenditures, expansion, acquisitions or general corporate or other
    purposes;
  Our ability to obtain additional
    financing and to fund working capital, capital expenditures and other general
    corporate requirements in the future may be impaired;
  We may be more highly leveraged than
    some of our competitors, which may place us at a competitive
    disadvantage;
  Our flexibility in planning for, or
    reacting to, changes in our business may be limited;
  It may limit our ability to pursue
    acquisitions and sell assets; and
  It may make us more vulnerable in the
    event of a continued or new downturn in our business or the economy in
    general.
  Our ability to make payments on and to refinance our debt,
  including our credit facilities, will depend on our ability to generate cash in
  the future. This, to a certain extent, is subject to various business factors
  (including, among others, the commodity prices of feed ingredients and chicken)
  and general economic, financial, competitive, legislative, regulatory, and other
  factors that are beyond our control.
  There can
  be no assurance that we will be able to generate sufficient cash flow from
  operations or that future borrowings will be available under our credit
  facilities in an amount sufficient to enable us to pay our debt obligations,
  including obligations under our credit facilities, or to fund our other
  liquidity needs. We may need to refinance all or a portion of their debt on or
  before maturity. There can be no assurance that we will be able to refinance any
  of their debt on commercially reasonable terms or at all.
  Media campaigns related to food production present
  risks.
  Individuals
  or organizations can use new social media platforms to publicize inappropriate
  or inaccurate stories or perceptions about the food production industry or our
  Company. Such practices could cause damage to the reputations of the Company
  and/or the food production industry in general. This damage could adversely
  affect our financial results.
  Use of Proceeds
  We will not receive any of the proceeds from the sale of shares of Common
  Stock by the selling stockholder.
  We will bear all costs, expenses and fees in connection with the
  registration of the shares of Common Stock. Brokerage commissions and similar
  selling expenses, if any, attributable to the offer or sale of the shares of
  Common Stock will be borne by the selling stockholder.
  8
  The Selling Stockholder
  The shares of our
  Common Stock to which this prospectus relates are being registered for offer and
  resale by William W. Lovette, the Company's President and Chief Executive
  Officer, or the selling stockholder, who acquired shares of Common Stock
  pursuant to the Share Agreement. The following table sets forth certain
  information regarding the shares of our Common Stock beneficially owned by the
  selling stockholder as of February 27, 2013 and is based on 258,999,033 shares
  of our Common Stock outstanding on February 15, 2013.
  Shares of
  Common
  Shares of
  Shares of
        Common
  Selling
        Stockholder
  Stock
  Common Stock
  Stock Owned
        After the
  Beneficially
  Offered
  Offering
  Owned
  Prior
  to Offering
  Number
  %
  William W.
      Lovette
  211,000
  200,000
  *
  11,000
  **
  President and Chief Executive Officer
  * 50% of the shares granted under the restricted share
  agreement vested and became non-forfeitable on the second anniversary of the
  Grant Date and the remaining 50% of the shares granted under the restricted
  share agreement will vest and become non-forfeitable on the third anniversary of
  the Grant Date, provided that Mr. Lovette remains in the employ of the Company
  through the vesting date. For purposes of the restricted share agreement, the
  Grant Date is defined as January 14, 2011.
  ** Less than 1%.
  Plan of Distribution
  The "selling
  stockholders" as used herein includes the selling stockholder, his pledgees,
  donees, transferees, or any of their successors in interest selling shares
  received from the selling stockholder as a gift or other transfer after the date
  of this prospectus. The selling stockholders may sell the shares of Common Stock
  offered by this prospectus from time to time on any stock exchange or automated
  interdealer quotation system on which our Common Stock is listed or quoted at
  the time of sale, in the over-the-counter market, in privately negotiated
  transactions or otherwise, at fixed prices that may be changed, at market prices
  prevailing at the time of sale, at prices related to prevailing market prices or
  at prices otherwise negotiated. The selling stockholders may sell the shares of
  Common Stock by one or more of the following methods, without limitation:
  block
    trades in which the broker or dealer so engaged will attempt to sell the
    shares of Common Stock as agent but may position and resell a portion of the
    block as principal to facilitate the transaction;
  purchases by a broker or dealer as
    principal and resale by the broker or dealer for its own account pursuant to
    this prospectus;
  an exchange distribution in accordance
    with the rules of any stock exchange or quotation system on which the shares
    of Common Stock are listed;
  ordinary brokerage transactions and
    transactions in which the broker solicits purchases;
  privately negotiated transactions;
  short sales;
  through the writing of options on the
    shares of Common Stock, whether or not the options are listed on an options
    exchange;
  through the distribution of the shares
    of Common Stock by any selling stockholder to its partners, members or
    stockholders;
  one or more underwritten offerings on a
    firm commitment or best efforts basis; and
  any combination of any of these methods
    of sale.
  9
  These
  transactions may include crosses, which are transactions in which the same
  broker acts as an agent on both sides of the trade. The selling stockholders may
  also transfer the shares of Common Stock by gift.
  The selling stockholders may engage brokers and dealers, and any brokers
  or dealers may arrange for other brokers or dealers to participate in effecting
  sales of the shares of Common Stock. These brokers, dealers or underwriters may
  act as principals, or as an agent of a selling stockholder. Broker-dealers may
  agree with a selling stockholder to sell a specified number of the shares at a
  stipulated price per share. If the broker-dealer is unable to sell shares of
  Common Stock acting as agent for a selling stockholder, it may purchase as
  principal any unsold shares at the stipulated price. Broker-dealers who acquire
  shares of Common Stock as principals may thereafter resell the shares from time
  to time in transactions in any stock exchange or automated interdealer quotation
  system on which the shares of Common Stock are then listed, at prices and on
  terms then prevailing at the time of sale, at prices related to the then-current
  market price or in negotiated transactions. Broker-dealers may use block
  transactions and sales to and through broker-dealers, including transactions of
  the nature described above. The selling stockholders may also sell the shares of
  Common Stock in accordance with Rule 144 under the Securities Act, rather than
  pursuant to this prospectus. In order to comply with the securities laws of some
  states, if applicable, the shares of common stock may be sold in these
  jurisdictions only through registered or licensed brokers or dealers.
  From time to time, one or more of the selling stockholders may pledge,
  hypothecate or grant a security interest in some or all of the shares owned by
  them. The pledgees, secured parties or person to whom the shares have been
  hypothecated will, upon foreclosure in the event of default, be deemed to be
  selling stockholders. The number of a selling stockholder's shares offered under
  this prospectus will decrease as and when it takes such actions. The plan of
  distribution for that selling stockholder's shares will otherwise remain
  unchanged. In addition, a selling stockholder may, from time to time, sell the
  shares short, and, in those instances, this prospectus may be delivered in
  connection with the short sales and the shares offered under this prospectus may
  be used to cover short sales.
  To the extent required under the Securities Act, the aggregate amount of
  selling stockholders' shares being offered and the terms of the offering, the
  names of any agents, brokers, dealers or underwriters, any applicable commission
  and other material facts with respect to a particular offer will be set forth in
  an accompanying prospectus supplement or a post-effective amendment to the
  registration statement of which this prospectus is a part, as appropriate. Any
  underwriters, dealers, brokers or agents participating in the distribution of
  the shares of Common Stock may receive compensation in the form of underwriting
  discounts, concessions, commissions or fees from a selling stockholder and/or
  purchasers of selling stockholders' shares, for whom they may act (which
  compensation as to a particular broker-dealer might be less than or in excess of
  customary commissions). Neither we nor the selling stockholder can presently
  estimate the amount of any such compensation.
  The selling stockholders and any underwriters, brokers, dealers or agents
  that participate in the distribution of the shares of Common Stock may be deemed
  to be "underwriters" within the meaning of the Securities Act, and any
  discounts, concessions, commissions or fees received by them and any profit on
  the resale of the securities sold by them may be deemed to be underwriting
  discounts and commissions. If a selling stockholder is deemed to be an
  underwriter, the selling stockholder may be subject to certain statutory
  liabilities including, but not limited to Sections 11, 12 and 17 of the
  Securities Act and Rule 10b-5 under the Exchange Act. Selling stockholders who
  are deemed underwriters within the meaning of the Securities Act will be subject
  to the prospectus delivery requirements of the Securities Act. The Commission
  staff is of a view that selling stockholders who are registered broker-dealers
  or affiliates of registered broker-dealers may be underwriters under the
  Securities Act. We will not
  pay any compensation
  or give any discounts or commissions to any underwriter in connection with the
  securities being offered by this prospectus.
  10
  A selling
  stockholder may enter into hedging transactions with broker-dealers and the
  broker-dealers may engage in short sales of the shares of Common Stock in the
  course of hedging the positions they assume with that selling stockholder,
  including, without limitation, in connection with distributions of the shares of
  Common Stock by those broker-dealers. A selling stockholder may enter into
  option or other transactions with broker-dealers, who may then resell or
  otherwise transfer those shares of Common Stock. A selling stockholder may also
  loan or pledge the shares of Common Stock offered hereby to a broker-dealer and
  the broker-dealer may sell the shares of Common Stock offered by this prospectus
  so loaned or upon a default may sell or otherwise transfer the pledged shares of
  Common Stock offered by this prospectus.
  The selling stockholders and other persons participating in the sale or
  distribution of the shares of Common Stock will be subject to applicable
  provisions of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), and the rules and regulations under the Exchange Act, including
  Regulation M. This regulation may limit the timing of purchases and sales of any
  of the shares of Common Stock by the selling stockholders and any other person.
  The anti-manipulation rules under the Exchange Act may apply to sales of shares
  of Common Stock in the market and to the activities of the selling stockholders
  and their affiliates. Regulation M may restrict the ability of any person
  engaged in the distribution of the shares of Common Stock to engage in
  market-making activities with respect to the particular shares of Common Stock
  being distributed for a period of up to five business days before the
  distribution. These restrictions may affect the marketability of the shares of
  Common Stock and the ability of any person or entity to engage in market-making
  activities with respect to the shares.
  Legal Matters
  The validity of the shares of Common Stock offered hereby will be passed
  upon for us by Baker & McKenzie LLP.
  Experts
  The consolidated financial statements of Pilgrim's Pride Corporation as
  of December 30, 2012, and for the fifty three weeks ended December 30, 2012, and
  management's assessment of the effectiveness of internal control over financial
  reporting as of December 30, 2012 have been incorporated by reference herein in
  reliance upon the reports of KPMG LLP, independent registered public accounting
  firm, incorporated by reference herein, and upon the authority of said firm as
  experts in accounting and auditing. The audit report covering the December 30,
  2012 consolidated financial statements contains an explanatory paragraph that
  states that KPMG LLP also has audited the retrospective adjustments applied to
  earnings per share in the 2011 and 2010 consolidated financial statements as
  described in "Note 15. Stockholder's Equity" under the section "Rights Offering"
  but was not engaged to audit, review, or apply any procedures to the 2011 and
  2010 consolidated financial statements of the Company other than with respect to
  the adjustments.
  The consolidated financial statements, before the effects of the
  adjustments to retrospectively apply the change in accounting described in "Note
  15. Stockholder's Equity," and schedule of Pilgrim's Pride Corporation as of
  December 25, 2011 and for the two years then ended, appearing in Pilgrim's Pride
  Corporation's Annual Report (Form 10-K) for the fiscal year ended December 30,
  2012 have been audited by Ernst & Young LLP, independent registered public
  accounting firm, as set forth in their report thereon, included therein, and
  incorporated herein by reference in reliance upon such report given on the
  authority of such firm as experts in accounting and auditing.
  11
  Incorporation of Certain Information
  by Reference
  The
  following documents, which we previously filed with the Commission pursuant to
  Sections 13 or 15 of the Exchange Act, are incorporated by reference into this
  prospectus:
  Annual
    report on Form 10-K for the fiscal year ended December 30, 2012, filed with
    the Commission on February 15, 2013;
  Current Report on Form 8-K, filed with
    the Commission on February 21, 2013; and
  The description of our Common Stock
    contained in the Company's Registration Statement on Form 8-A filed with the
    Commission on December 27, 2012, pursuant to Section 12 of the Exchange Act,
    including any amendments or reports filed for the purpose of updating such
    description.
  We incorporate by
  reference in this prospectus all documents subsequently filed by us with the
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, which shall be deemed to be incorporated by reference herein
  and to be part hereof from the date such documents are filed. Any statement
  contained herein or in any document incorporated or deemed to be incorporated
  herein by reference shall be deemed to be modified or superseded for purposes of
  this prospectus to the extent that a statement contained in any other
  subsequently filed document which also is or is deemed to be incorporated herein
  by reference modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed to constitute a part of this
  prospectus, except as so modified or superseded.
  We will provide without charge to you, on written or oral request, a copy
  of any or all of the foregoing documents incorporated herein by reference (other
  than exhibits to such documents, unless the exhibits are specifically
  incorporated by reference in the information we send to you). You may obtain a
  copy of any or all of the documents that have been incorporated by reference
  herein by writing to us at Pilgrim's Pride Corporation, 1770 Promontory Circle,
  Greeley, Colorado 80634-9038, or telephoning (970) 506-8000.
  Where You Can Find More Information
  We file annual, quarterly and current reports, proxy statements and other
  information with the Commission. You may read and copy any reports, proxy
  statements and other information we file at the Commission's Public Reference
  Room at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330
  for further information on the operation and location of the Public Reference
  Room. Our filings are also available to the public at the website maintained by
  the Commission at http://www.sec.gov and at our website at
  http://www.pilgrimspride.com.
  Indemnification of Directors and
  Officers
  The General Corporation Law of the State of Delaware (the "DGCL")
  provides that a corporation may limit the personal liability of each director to
  the corporation or its stockholders for monetary damages, except for liability
  arising because of any of the following:
  any
    breach of the director's duty of loyalty to the corporation or its
    stockholders;
  acts or omissions by the director not in
    good faith or that involve intentional misconduct or a knowing violation of
    law;
  certain unlawful dividend payments or
    stock redemptions or repurchases; and
  any transaction from which the director
    derives an improper personal benefit.
  Our Amended and
  Restated Certificate of Incorporation provides for the elimination and
  limitation of the personal liability of our directors for monetary damages
  except for situations described in the bullet points listed above. The effect of
  this provision is to eliminate our rights and the rights of our stockholders
  (through stockholders' derivative suits on our behalf) to recover monetary
  damages against a director for breach of the fiduciary duty of care as a
  director (including breaches resulting from negligent or grossly negligent
  behavior) except in the situations described in the bullet points listed above.
  This provision does not limit or eliminate our rights or any stockholder's right
  to seek non-monetary relief such as an injunction or rescission in the event of
  a breach of a director's duty of care.
  12
  Our Amended and
  Restated Corporate Bylaws provide that the Company 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 Company 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 in a manner that he reasonably
  believed to be in or not opposed to the best interests of the Company, and, with
  respect to any proceeding which is a criminal action, that he had no reasonable
  cause to believe his conduct was unlawful.
  Pursuant to Section 145 of the DGCL, the Company 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
  Company) 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 Company'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
  Company, and with respect to any criminal action, they had no reasonable cause
  to believe their conduct was unlawful. Section 145 of the DGCL 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 Company and
  Section 145 of the DGCL, the Company has the power to purchase and maintain
  insurance for its present and former directors, officers, employees and agents.
  The above discussion of the Company's Amended and Restated Certificate of
  Incorporation, Amended and Restated Corporate Bylaws and of Section 145 of the
  DGCL is not intended to be exhaustive and is qualified in its entirety by such
  Amended and Restated Certificate of Incorporation, Amended and Restated
  Corporate Bylaws and the DGCL.
  13
  PART II
  INFORMATION NOT REQUIRED IN THE
  REGISTRATION STATEMENT
  Item 3.
  Incorporation of Documents by Reference
  The Company hereby incorporates by reference the following documents
  filed with the Commission:
  Annual
    report on Form 10-K for the fiscal year ended December 30, 2012, filed with
    the Commission on February 15, 2013;
  Current Report on Form 8-K, filed with
    the Commission on February 21, 2013; and
  The description of our Common Stock
    contained in the Company's Registration Statement on Form 8-A filed with the
    Commission on December 27, 2012, pursuant to Section 12 of the Exchange Act,
    including any amendments or reports filed for the purpose of updating such
    description.
  We incorporate by
  reference in this registration statement all documents subsequently filed by the
  Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, which shall be deemed to be incorporated by
  reference herein and to be part hereof from the date such documents are filed.
  Any statement contained herein or in any document incorporated or deemed to be
  incorporated herein by reference shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained in any other subsequently filed document which also is or is deemed to
  be incorporated herein by reference modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed to constitute a
  part of this registration statement, except as so modified or
  superseded.
  Item 4.
  Description of Securities.
  Not applicable.
  Item 5. Interests of Named Experts and Counsel.
  None.
  Item 6. Indemnification of Directors and
  Officers.
  The General Corporation Law of the State of Delaware (the "DGCL")
  provides that a corporation may limit the personal liability of each director to
  the corporation or its stockholders for monetary damages, except for liability
  arising because of any of the following:
  any
    breach of the director's duty of loyalty to the corporation or its
    stockholders;
  acts or omissions by the director not in
    good faith or that involve intentional misconduct or a knowing violation of
    law;
  certain unlawful dividend payments or
    stock redemptions or repurchases; and
  any transaction from which the director
    derives an improper personal benefit.
  Our Amended and
  Restated Certificate of Incorporation provides for the elimination and
  limitation of the personal liability of our directors for monetary damages
  except for situations described in the bullet points listed above. The effect of
  this provision is to eliminate our rights and the rights of our stockholders
  (through stockholders' derivative suits on our
  behalf) to recover monetary damages against a director for breach of the
  fiduciary duty of care as a director (including breaches resulting from
  negligent or grossly negligent behavior) except in the situations described in
  the bullet points listed above. This provision does not limit or eliminate our
  rights or any stockholder's right to seek non-monetary relief such as an
  injunction or rescission in the event of a breach of a director's duty of
  care.
  Our Amended and Restated Corporate
  Bylaws provide that the Company 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 Company 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 in a manner that he reasonably believed to be in or
  not opposed to the best interests of the Company, and, with respect to any
  proceeding which is a criminal action, that he had no reasonable cause to
  believe his conduct was unlawful.
  Pursuant to Section 145 of the DGCL,
  the Company 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 Company) 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 Company'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 Company, and with respect to any
  criminal action, they had no reasonable cause to believe their conduct was
  unlawful. Section 145 of the DGCL 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 Company and Section 145 of the DGCL, the
  Company has the power to purchase and maintain insurance for its present and
  former directors, officers, employees and agents. The above discussion of the
  Company's Amended and Restated Certificate of Incorporation, Amended and
  Restated Corporate Bylaws and of Section 145 of the DGCL is not intended to be
  exhaustive and is qualified in its entirety by such Amended and Restated
  Certificate of Incorporation, Amended and Restated Corporate Bylaws and the
  DGCL.
  Item 7. Exemption from
  Registration Claimed.
  The shares of our restricted common
  stock were issued as an inducement award to Mr. Lovette. This grant was exempt
  from registration pursuant to Section 4(2) of the Securities Act.
  Item 8.
  Exhibits.
  The following are filed as exhibits
  to this Registration Statement:
  Exhibit
        No
  .
  Description
  4.1
  Amended and Restated Certificate of
        Incorporation of the Company (incorporated by reference from Exhibit 3.1
        of the Company's Form 8-A filed on December 27, 2012).
  4.2
  Amended and Restated Corporate
        Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the
        Company's Form 8-A filed on December 27, 2012).
  4.3
  Stockholders Agreement dated
        December 28, 2009 between the Company and JBS USA Holdings, Inc., as
        amended, (incorporated by reference from Exhibit 4.1 of the Company's Form
        8-A filed on December 28, 2012).
  4.4
  Form of Common Stock Certificate
        (incorporated by reference from Exhibit 4.1 of the Company's Current
        Report on Form 8-K filed on December 29, 2009).
  5.1
  Opinion of Baker & McKenzie LLP.
        *
  23.1
  Consent of KPMG
    LLP.*
  23.2
  Consent of Ernst & Young LLP.*
  23.3
  Consent of Baker & McKenzie LLP
        (included in Exhibit 5.1).*
  24
  Power of Attorney (included on the
        signature page of the Registration Statement).*
  99.1
  Restricted Share Agreement dated
        January 14, 2011 between the Company and William W. Lovette (incorporated
        by reference from Exhibit 10.2 of the Company's Current Report on Form 8-K
        filed on January 18, 2011).
  ____________________
  * 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
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than a 20 percent 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) of this section do not apply if the information required to be
  included in a post-effective amendment by those paragraphs is contained in
  reports filed with or furnished to the Commission 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 the purposes of determining any liability under the
  Securities Act, each filing of the registrant's annual report pursuant to
  Section 13(a) or 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 Company 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 Greeley, State of Colorado, on February 27, 2013.
  PILGRIM'S
        PRIDE CORPORATION
  Date:     February 27, 2013
  By:
  /s/ Fabio Sandri
  Fabio Sandri
  Chief Financial
  Officer
  POWER OF ATTORNEY
  Each person whose signature appears
  below hereby constitutes and appoints Fabio Sandri his or her true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him or her and in his or her name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and other documents in connection therewith, with the Commission, and hereby
  grants to such attorney-in-fact and agent full power and authority to do and
  perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming that said attorney-in-fact and agent, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  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
  Chairman of the Board
  Wesley Mendonça Batista
  /s/
        William W. Lovette
  President, Chief Executive Officer
        and Director
  February 27, 2013
  William W. Lovette
  /s/
        Fabio Sandri
  Chief Financial Officer
  February 27, 2013
  Fabio Sandri
  (Principal Financial and Accounting
        Officer)
  /s/
        Joesley Mendonça Batista
  Director
  February 27, 2013
  Joesley Mendonça Batista
  /s/
        Michael L. Cooper
  Director
  February 27, 2013
  Michael L. Cooper
  /s/
        Don Jackson
  Director
  February 27, 2013
  Don Jackson
  /s/
        Charles Macaluso
  Director
  February 26, 2013
  Charles Macaluso
  /s/
        Dr. David E. Bell
  Director
  February 25, 2013
  Dr. David E. Bell
  Director
  Marcus Vinicius Pratini de
  Moraes
  /s/ Wallim Cruz De
  Vasconcellos Junior
  Director
  February 26, 2013
  Wallim Cruz De Vasconcellos
  Junior
  EXHIBIT INDEX
  Exhibit
        No
  .
  Description
  4.1
  Amended and Restated Certificate of
        Incorporation of the Company (incorporated by reference from Exhibit 3.1
        of the Company's Form 8-A filed on December 27, 2012).
  4.2
  Amended and Restated Corporate
        Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the
        Company's Form 8-A filed on December 27, 2012).
  4.3
  Stockholders Agreement dated
        December 28, 2009 between the Company and JBS USA Holdings, Inc., as
        amended, (incorporated by reference from Exhibit 4.1 of the Company's Form
        8-A filed on December 28, 2012).
  4.4
  Form of Common Stock Certificate
        (incorporated by reference from Exhibit 4.1 of the Company's Current
        Report on Form 8-K filed on December 29, 2009).
  5.1
  Opinion of Baker & McKenzie LLP.
        *
  23.1
  Consent of KPMG
    LLP.*
  23.2
  Consent of Ernst & Young
        LLP.*
  23.3
  Consent of Baker & McKenzie LLP
        (included in Exhibit 5.1).*
  24
  Power of Attorney (included on the
        signature page of the Registration Statement).*
  99.1
  Restricted Share Agreement dated
        January 14, 2011 between the Company and William W. Lovette (incorporated
        by reference from Exhibit 10.2 of the Company's Current Report on Form 8-K
        filed on January 18, 2011).
  ____________________
  * filed
  herewith