FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 IBP, inc.


               DELAWARE                      42-0838666
        
   

               IBP Avenue
             P. O. Box 515                             
          Dakota City, Nebraska              68731-0515
                                                                  
                                         

                          1996 STOCK OPTION PLAN

 
                             LONNIE O. GRIGSBY
                              General Counsel
                                 IBP, inc.
                                IBP Avenue
                               P. O. Box 515
                     Dakota City, Nebraska 68731-0515
                              (402) 494-2061



                      CALCULATION OF REGISTRATION FEE
___________________________________________________________________
___________________________________________________________________


                        
                             Proposed     Proposed
Title of                     Maximum      Maximum
Securities      Amount       Offering     Aggregate      Amount of
to be           to be        Price Per    Offering       Registration
Registered      Registered   Share*       Price*         Fee
_____________________________________________________________________
_____________________________________________________________________

Common Stock,
par value        3,500,000
$.05 per share     shares    $23.4375     $82,031,250    $24,857.95
_____________________________________________________________________
_____________________________________________________________________

* For purposes of calculation of registration fee only; pursuant to
Rule 457(h), calculation is based on the average of the high and
low prices for the Common Stock, par value $.05 per share, of
issuer, on the New York Stock Exchange Composite Tape for
April 25, 1997. (Calculation table on page 14)


                             -1-



                         TABLE OF CONTENTS
                                                       
Incorporation of Certain Documents by Reference. . . .    2

Experts and Counsel. . . . . . . . . . . . . . . . . .  2-3

Indemnification of Directors and Officers. . . . . . .  3-4

Undertakings . . . . . . . . . . . . . . . . . . . . .  4-6

Signatures . . . . . . . . . . . . . . . . . . . . . .  6-7

Exhibit Index. . . . . . . . . . . . . . . . . . . . .    8   

                        INCORPORATION BY REFERENCE
     
     The following documents, which have been filed by IBP, inc.
("IBP") with the Commission, are incorporated by reference in this
S-8 Registration Statement:

     1.   IBP's Annual Report to stockholders, which is
          incorporated by reference in the Annual Report on Form
          10-K for the fiscal year ending December 28, 1996 filed
          pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934 ("Exchange Act").
     2.   All other reports filed pursuant to Sections 13(a) or
          15(d) of the Exchange Act by IBP since December 28, 1996.
     3.   The description of IBP's securities contained in IBP's
          Registration Statement on Form 10(No.1-6058) filed with
          the Commission pursuant to Section 12(g) of the Exchange
          Act, including any other amendment or report filed for
          the purpose of updating such description.
     4.   All documents subsequently filed by IBP 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,
          shall be deemed to be incorporated by reference in this
          Registration Statement and to be part hereof from the
          date of filing of such documents.  


                            EXPERTS AND COUNSEL

     The legality of the common stock offered hereby under the Plan
has been passed upon by L. O. Grigsby, General Counsel for IBP, who
is eligible for awards pursuant to the Plan. 

     The consolidated financial statements of IBP and its
consolidated subsidiaries included or incorporated by reference to
the Annual Report on Form 10-K for year ended December 28, 1996, 
which is  incorporated  by  reference in this  Registration 
Statement, have been so incorporated in reliance on the report of
Coopers & Lybrand L.L.P. or Price Waterhouse LLP, independent
public accountants, as indicated in the Annual Report, and are
incorporated by reference herein in reliance upon the authority of
said firms as experts in accounting and auditing in giving said
reports.

                                  -2-


     The reports of independent public accountants relating to the
audited financial statements and financial statement schedules of
IBP in any documents filed by IBP pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration
Statement and 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, to the extent
covered by consents thereto filed with the Commission, will be
incorporated by reference in this Registration Statement in
reliance upon the authority of such independent public accountants
as experts in accounting and auditing in giving said reports to the
extent that firm has examined those financial statements and
financial statement schedules and consented to the use of their
reports thereon. 


                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The General Corporation Law of the State of Delaware and the
By-laws of IBP provide for the indemnification of directors and
officers under certain conditions. In addition, the directors and
officers of IBP are insured under certain insurance policies
insuring them against claims made during periods of the policies
and against liabilities arising from such claims for certain
wrongful acts in their capacities as directors and/or officers and
for which they are not indemnified by IBP.  

     Upon receiving the approval of IBP's stockholders on September
17, 1987, IBP's Certificate of Incorporation was amended to
implement the provisions of Section 102(b)(7) of the Delaware
General Corporation Law ("DGCL"), which Section permits
corporations to adopt charter provisions which limit or eliminate
personal liability of directors for certain breaches of their 
fiduciary duties.  IBP's directors do not have personal liability
to IBP or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except: (i) for any breach of the
duty of loyalty to IBP or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law; (iii) for liability under
Section 174 of the DGCL (involving certain unlawful payment of 
dividends, stock repurchases or stock redemptions); or (iv) for any
transaction from which the directors derive an improper personal
benefit.  Except as described in the preceding sentence, a 
director does not have any liability arising out of actions
involving negligence or gross negligence, including actions in
response to acquisition proposals.  

     IBP's Board of Directors voted on September 16, 1987 and its
stockholders voted on September 17, 1987 to authorize IBP to enter
into indemnification agreements with its directors and certain of
its officers.  Upon receiving such authorization, indemnification
agreements were entered into with certain of IBP's directors and
officers.  Such indemnification agreements provide, among other
things, for (i) indemnification to the fullest extent permitted by


                                  -3-


law against any and all expenses, judgments, fines and amounts paid
in settlement of any claim against a director unless it is
determined, as provided in the indemnification agreement, that
indemnification is not permitted under law; (ii) the prompt
advancement of expenses to any director in connection with his or
her defense against any threatened or pending claim; (iii) the
creation of a trust in the event of potential change of control to
provide a source of a payment of indemnification obligations of
IBP; and (iv) a provision that no legal action be brought and no
cause of action asserted against a director by or on behalf of IBP
after the expiration of two (2) years from the date of accrual of 
such cause of action.  Similar indemnification agreements may from
time to time be entered into with officers of IBP or certain other
employees or agents of IBP.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling IBP pursuant to the foregoing provisions, IBP
has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.

                                     
                               UNDERTAKINGS

     Pursuant to Item 512(a),(b),(e) and (h) of Regulation S-K, the
undersigned registrant hereby undertakes:

     (a)  (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 of
                      1933;
               (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;
               (iii)  To include any material information with
                      respect to the plan of distribution not
                      previously disclosed in the Registration
                      Statement  or any material  change to such
                      information in the Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by


                                  -4-



reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-
               effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering thereof.

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

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or Section 15(d)
          of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's
          annual report pursuant to Section 15(d) of the Securities
          Exchange Act of 1934) 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.

     (e)  The undersigned registrant hereby undertakes to deliver
          or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the
          latest Annual Report to security holders that is
          incorporated by reference in the Prospectus and furnished
          pursuant to and meeting the requirements of Rule 14a-3 or
          Rule 14c-3 under the Securities Exchange Act of 1934;
          and, where interim financial information required to be
          presented by Article 3 of Regulation S-X are not set
          forth in the Prospectus, to deliver, or cause to be
          delivered to each person to whom the Prospectus is sent
          or given, the latest quarterly report that is
          specifically incorporated by reference in the Prospectus
          to provide such interim financial information.

     (h)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 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
          Securities and Exchange Commission such indemnification
          is against public policy as expressed in the 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


                                  -5-



          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 Act and
          will be governed by the final adjudication of such issue.
          

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for the 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 Dakota Dunes, State of South Dakota, on April 30, 1997.  


                              IBP, inc.

                              /s/ Robert L. Peterson
                              -----------------------
                              Robert L. Peterson
                              Chairman of the Board of Directors
                              and Chief Executive Officer
     

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  


                             POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Robert L. Peterson and Lonnie O. Grigsby his/her true and
lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement, and file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each
acting alone, or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.


                               -6-




     Signature                    Title                  Date


/s/ Robert L. Peterson                                 4/30/97 
------------------------    Chairman of the Board,     --------
Robert L. Peterson          Chief Executive Officer,
                            Director (principal
                            executive officer)
/s/ Larry Shipley                                      4/30/97 
------------------------    Executive Vice President,  --------
Larry Shipley               Corporate Development,
                            (principal financial
                            officer)
/s/ Craig J. Hart                                      4/30/97
------------------------    Vice President and         --------
Craig J. Hart               Controller

/s/ Richard L. Bond                                    4/30/97
------------------------    President, Fresh Meats,    --------
Richard L. Bond             Director

/s/ David C. Layhee                                    4/30/97
------------------------    President, Consumer        --------
David C. Layhee             Products, Director

/s/ Eugene D. Leman                                    4/30/97
------------------------    President, Allied Group,   -------- 
Eugene D. Leman             Director

/s/ John S. Chalsty                                    4/30/97
------------------------    Director                   --------
John S. Chalsty

/s/ Wendy L. Gramm                                     4/30/97
------------------------    Director                   --------
Wendy L. Gramm

/s/ Martin A. Massengale                               4/30/97
------------------------    Director                   --------
Martin A. Massengale

/s/ JoAnn R. Smith                                     4/30/97
------------------------    Director                   --------
JoAnn R. Smith

/s/ Dale C. Tinstman                                   4/30/97
------------------------    Director                   --------
Dale C. Tinstman


                                  -7-




                               EXHIBIT INDEX



EXHIBIT NUMBER           DESCRIPTION OF DOCUMENT       PAGE

            5           Opinion Regarding Legality       9 

See Exhibit 5           Consent of Legal Counsel         9 

            23          Consents of Independent 
                        Accountants                     11 

See Signature
    Page                Power of Attorney                6 

            27          Financial Data Schedule

            99          Additional Exhibit - 
                        Calculation of Fees             14 












                                -8-
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FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 IBP, inc.

               DELAWARE                      42-0838666
        
   

               IBP Avenue
             P. O. Box 515                             
          Dakota City, Nebraska              68731-0515
                                                                  
                                         

                          1996 STOCK OPTION PLAN

 
                             LONNIE O. GRIGSBY
                              General Counsel
                                 IBP, inc.
                                IBP Avenue
                               P. O. Box 515
                     Dakota City, Nebraska 68731-0515
                              (402) 494-2061

                      CALCULATION OF REGISTRATION FEE
___________________________________________________________________
___________________________________________________________________

                        
                             Proposed     Proposed
Title of                     Maximum      Maximum
Securities      Amount       Offering     Aggregate      Amount of
to be           to be        Price Per    Offering       Registration
Registered      Registered   Share*       Price*         Fee
_____________________________________________________________________
_____________________________________________________________________

Common Stock,
par value        3,500,000
$.05 per share     shares    $23.4375     $82,031,250    $24,857.95
_____________________________________________________________________
_____________________________________________________________________

* For purposes of calculation of registration fee only; pursuant to
Rule 457(h), calculation is based on the average of the high and
low prices for the Common Stock, par value $.05 per share, of
issuer, on the New York Stock Exchange Composite Tape for
April 25, 1997. (Calculation table on page 14)

                             -1-

                         TABLE OF CONTENTS
                                                       
Incorporation of Certain Documents by Reference. . . .    2

Experts and Counsel. . . . . . . . . . . . . . . . . .  2-3

Indemnification of Directors and Officers. . . . . . .  3-4

Undertakings . . . . . . . . . . . . . . . . . . . . .  4-6

Signatures . . . . . . . . . . . . . . . . . . . . . .  6-7

Exhibit Index. . . . . . . . . . . . . . . . . . . . .    8   

                        INCORPORATION BY REFERENCE
     
     The following documents, which have been filed by IBP, inc.
("IBP") with the Commission, are incorporated by reference in this
S-8 Registration Statement:

     1.   IBP's Annual Report to stockholders, which is
          incorporated by reference in the Annual Report on Form
          10-K for the fiscal year ending December 28, 1996 filed
          pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934 ("Exchange Act").
     2.   All other reports filed pursuant to Sections 13(a) or
          15(d) of the Exchange Act by IBP since December 28, 1996.
     3.   The description of IBP's securities contained in IBP's
          Registration Statement on Form 10(No.1-6058) filed with
          the Commission pursuant to Section 12(g) of the Exchange
          Act, including any other amendment or report filed for
          the purpose of updating such description.
     4.   All documents subsequently filed by IBP 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,
          shall be deemed to be incorporated by reference in this
          Registration Statement and to be part hereof from the
          date of filing of such documents.  

                            EXPERTS AND COUNSEL

     The legality of the common stock offered hereby under the Plan
has been passed upon by L. O. Grigsby, General Counsel for IBP, who
is eligible for awards pursuant to the Plan. 

     The consolidated financial statements of IBP and its
consolidated subsidiaries included or incorporated by reference to
the Annual Report on Form 10-K for year ended December 28, 1996, 
which is  incorporated  by  reference in this  Registration 
Statement, have been so incorporated in reliance on the report of
Coopers & Lybrand L.L.P. or Price Waterhouse LLP, independent
public accountants, as indicated in the Annual Report, and are
incorporated by reference herein in reliance upon the authority of
said firms as experts in accounting and auditing in giving said
reports.

                                  -2-

     The reports of independent public accountants relating to the
audited financial statements and financial statement schedules of
IBP in any documents filed by IBP pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration
Statement and 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, to the extent
covered by consents thereto filed with the Commission, will be
incorporated by reference in this Registration Statement in
reliance upon the authority of such independent public accountants
as experts in accounting and auditing in giving said reports to the
extent that firm has examined those financial statements and
financial statement schedules and consented to the use of their
reports thereon. 

                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The General Corporation Law of the State of Delaware and the
By-laws of IBP provide for the indemnification of directors and
officers under certain conditions. In addition, the directors and
officers of IBP are insured under certain insurance policies
insuring them against claims made during periods of the policies
and against liabilities arising from such claims for certain
wrongful acts in their capacities as directors and/or officers and
for which they are not indemnified by IBP.  

     Upon receiving the approval of IBP's stockholders on September
17, 1987, IBP's Certificate of Incorporation was amended to
implement the provisions of Section 102(b)(7) of the Delaware
General Corporation Law ("DGCL"), which Section permits
corporations to adopt charter provisions which limit or eliminate
personal liability of directors for certain breaches of their 
fiduciary duties.  IBP's directors do not have personal liability
to IBP or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except: (i) for any breach of the
duty of loyalty to IBP or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law; (iii) for liability under
Section 174 of the DGCL (involving certain unlawful payment of 
dividends, stock repurchases or stock redemptions); or (iv) for any
transaction from which the directors derive an improper personal
benefit.  Except as described in the preceding sentence, a 
director does not have any liability arising out of actions
involving negligence or gross negligence, including actions in
response to acquisition proposals.  

     IBP's Board of Directors voted on September 16, 1987 and its
stockholders voted on September 17, 1987 to authorize IBP to enter
into indemnification agreements with its directors and certain of
its officers.  Upon receiving such authorization, indemnification
agreements were entered into with certain of IBP's directors and
officers.  Such indemnification agreements provide, among other
things, for (i) indemnification to the fullest extent permitted by

                                  -3-

law against any and all expenses, judgments, fines and amounts paid
in settlement of any claim against a director unless it is
determined, as provided in the indemnification agreement, that
indemnification is not permitted under law; (ii) the prompt
advancement of expenses to any director in connection with his or
her defense against any threatened or pending claim; (iii) the
creation of a trust in the event of potential change of control to
provide a source of a payment of indemnification obligations of
IBP; and (iv) a provision that no legal action be brought and no
cause of action asserted against a director by or on behalf of IBP
after the expiration of two (2) years from the date of accrual of 
such cause of action.  Similar indemnification agreements may from
time to time be entered into with officers of IBP or certain other
employees or agents of IBP.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling IBP pursuant to the foregoing provisions, IBP
has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.

                                     
                               UNDERTAKINGS

     Pursuant to Item 512(a),(b),(e) and (h) of Regulation S-K, the
undersigned registrant hereby undertakes:

     (a)  (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 of
                      1933;
               (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;
               (iii)  To include any material information with
                      respect to the plan of distribution not
                      previously disclosed in the Registration
                      Statement  or any material  change to such
                      information in the Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by

                                  -4-

reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-
               effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering thereof.

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

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or Section 15(d)
          of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's
          annual report pursuant to Section 15(d) of the Securities
          Exchange Act of 1934) 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.

     (e)  The undersigned registrant hereby undertakes to deliver
          or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the
          latest Annual Report to security holders that is
          incorporated by reference in the Prospectus and furnished
          pursuant to and meeting the requirements of Rule 14a-3 or
          Rule 14c-3 under the Securities Exchange Act of 1934;
          and, where interim financial information required to be
          presented by Article 3 of Regulation S-X are not set
          forth in the Prospectus, to deliver, or cause to be
          delivered to each person to whom the Prospectus is sent
          or given, the latest quarterly report that is
          specifically incorporated by reference in the Prospectus
          to provide such interim financial information.

     (h)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 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
          Securities and Exchange Commission such indemnification
          is against public policy as expressed in the 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

                                  -5-

          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 Act and
          will be governed by the final adjudication of such issue.
          

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for the 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 Dakota Dunes, State of South Dakota, on April 30, 1997.  

                              IBP, inc.

                              /s/ Robert L. Peterson
                              -----------------------
                              Robert L. Peterson
                              Chairman of the Board of Directors
                              and Chief Executive Officer
     

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  

                             POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Robert L. Peterson and Lonnie O. Grigsby his/her true and
lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement, and file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each
acting alone, or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

                               -6-

     Signature                    Title                  Date

/s/ Robert L. Peterson                                 4/30/97 
------------------------    Chairman of the Board,     --------
Robert L. Peterson          Chief Executive Officer,
                            Director (principal
                            executive officer)
/s/ Larry Shipley                                      4/30/97 
------------------------    Executive Vice President,  --------
Larry Shipley               Corporate Development,
                            (principal financial
                            officer)
/s/ Craig J. Hart                                      4/30/97
------------------------    Vice President and         --------
Craig J. Hart               Controller

/s/ Richard L. Bond                                    4/30/97
------------------------    President, Fresh Meats,    --------
Richard L. Bond             Director

/s/ David C. Layhee                                    4/30/97
------------------------    President, Consumer        --------
David C. Layhee             Products, Director

/s/ Eugene D. Leman                                    4/30/97
------------------------    President, Allied Group,   -------- 
Eugene D. Leman             Director

/s/ John S. Chalsty                                    4/30/97
------------------------    Director                   --------
John S. Chalsty

/s/ Wendy L. Gramm                                     4/30/97
------------------------    Director                   --------
Wendy L. Gramm

/s/ Martin A. Massengale                               4/30/97
------------------------    Director                   --------
Martin A. Massengale

/s/ JoAnn R. Smith                                     4/30/97
------------------------    Director                   --------
JoAnn R. Smith

/s/ Dale C. Tinstman                                   4/30/97
------------------------    Director                   --------
Dale C. Tinstman

                                  -7-

                               EXHIBIT INDEX

EXHIBIT NUMBER           DESCRIPTION OF DOCUMENT       PAGE

            5           Opinion Regarding Legality       9 

See Exhibit 5           Consent of Legal Counsel         9 

            23          Consents of Independent 
                        Accountants                     11 

See Signature
    Page                Power of Attorney                6 

            27          Financial Data Schedule

            99          Additional Exhibit - 
                        Calculation of Fees             14 

                                -8-