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<P>As filed with the Securities and Exchange Commission on October 1,
2001&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration No.
333-_______</P></FONT><B><FONT size=5>
<P align=center>SECURITIES AND EXCHANGE COMMISSION<BR></B></FONT><FONT
size=2>Washington, DC 20549<BR><BR></FONT><B><FONT size=4>FORM
S-8<BR>REGISTRATION STATEMENT <BR>UNDER<BR>THE SECURITIES ACT OF
1933<BR><BR>TYSON FOODS, INC.<BR></B></FONT><FONT size=1>(Exact Name of
Registrant as Specified in Its Charter)</P></FONT>
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  <TR>
    <TD vAlign=top width="50%">
      <P align=center><B><FONT size=2>Delaware</B></FONT></P></TD>
    <TD vAlign=top width="50%"><B><FONT size=2>
      <P align=center>71-0225165</B></FONT></P></TD></TR>
  <TR>
    <TD height=18 vAlign=top width="50%"><B><FONT size=2>
      <P align=center>&nbsp;</B></FONT><FONT size=1>(State or Other Jurisdiction
      of Incorporation or Organization)&nbsp;</FONT></P></TD>
    <TD height=18 vAlign=top width="50%"><B><FONT size=2>
      <P align=center>&nbsp;</B></FONT><FONT size=1>(IRS Employer Identification
      Number)&nbsp;</FONT></P></TD></TR></TABLE><B><FONT size=2>
<P align=center>2210 West Oaklawn Drive<BR>Springdale, Arkansas
72762-6999<BR></B></FONT><FONT size=1>(Address of Principal Executive Offices)
(Zip Code)<BR><BR></FONT><B><FONT size=2>IBP 1987 STOCK OPTION PLAN<BR>IBP 1993
STOCK OPTION PLAN<BR>1996 STOCK OPTION PLAN<BR>1996 OFFICER LONG TERM STOCK
PLAN<BR>CORPORATE BRAND FOODS AMERICA, INC. 1997 RESTRICTED STOCK
PLAN</B><BR></FONT><FONT size=1>(Full Title of the Plans)<BR><BR></FONT><B><FONT
size=2>Les R. Baledge<BR>Executive Vice President<BR>and General
Counsel<BR><BR>Tyson Foods, Inc.<BR>2210 West Oaklawn Drive<BR>Springdale,
Arkansas 72762-6999<BR></B></FONT><FONT size=1>(Name and Address of Agent for
Service)<BR><BR></FONT><B><FONT size=2>(501) 290-4000<BR></B></FONT><FONT
size=1>(Telephone Number, Including Area Code, of Agent for
Service)<BR><BR></FONT><B><FONT size=2>Copies of Communications to:</P>
<P align=center>Richard L. Arenburg, Esq.<BR>Powell, Goldstein, Frazer &amp;
Murphy LLP<BR>Sixteenth Floor<BR>191 Peachtree Street, N.E.<BR>Atlanta, Georgia
30303<BR><BR>CALCULATION OF REGISTRATION FEE</P></B></FONT>
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  <TR>
    <TD vAlign=top width="27%">
      <P align=center><FONT size=1><BR>Title of Securities<BR>To Be
      Registered<SUP>(1)</SUP></FONT></P></TD>
    <TD vAlign=top width="18%"><FONT size=1>
      <P align=center><BR>Amount To Be<BR>Registered</FONT></P></TD>
    <TD vAlign=top width="20%"><FONT size=1>
      <P align=center>Proposed Maximum<BR>Offering Price<BR>Per
      Share<SUP>(2)</SUP></FONT></P></TD>
    <TD vAlign=top width="19%"><FONT size=1>
      <P align=center>Proposed Maximum<BR>Aggregate
      Offering<BR>Price<SUP>(2)</SUP></FONT></P></TD>
    <TD vAlign=top width="17%"><FONT size=1>
      <P align=center><BR>Amount of <BR>Registration Fee</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="27%"><FONT size=1>
      <P>Class A Common Stock, par value $.10 per share</FONT></P></TD>
    <TD vAlign=top width="18%"><B><FONT size=1>
      <P align=center><BR></B>8,265,079</FONT></P></TD>
    <TD vAlign=top width="20%"><FONT size=1>
      <P align=center><BR>$8.58</FONT></P></TD>
    <TD vAlign=top width="19%"><FONT size=1>
      <P align=center><BR>$70,914,378</FONT></P></TD>
    <TD vAlign=top width="17%"><FONT size=1>
      <P align=center><BR>$17,729</FONT></P></TD></TR></TABLE>
<DIR><FONT size=1>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Registration Statement also covers such indeterminable number of additional
shares as may become issuable to prevent dilution in the event of stock splits,
stock dividends or similar transactions pursuant to the terms of the plans.</P>
<P align=justify>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Estimated
solely for the purpose of determining the registration fee.</P></FONT><B><FONT
face="CG Times">
<P align=center>PART I</P>
<P align=center>INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS</P></DIR></B>
<P>The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plans listed on the cover of the Registration
Statement (the "Plans") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act").</P>
<DIR><B>
<P align=center>PART II</P>
<P align=center>Item 3. Incorporation of Certain Documents by
Reference.</P></DIR></B>
<P>The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:</P>
<DIR>
<DIR>
<DIR>
<DIR>
<P>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Annual Report on Form 10-K
for the year ended September 30, 2000 (Commission File No. 001-14704); and</P>
<P>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Quarterly Report on Form
10-Q for the quarter ended June 30, 2001 (Commission File No. 001-14704);
and</P>
<P>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (Commission File No. 001-14704);
and</P>
<P>(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Quarterly Report on Form
10-Q for the quarter ended December 30, 2000 (Commission File No. 001-14704);
and</P>
<P>(5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Current Report on Form 8-K
filed on September 27, 2001 (Commission File No. 001-14704); and</P>
<P>(6)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Current Report on Form 8-K
filed on September 4, 2001 (Commission File No. 001-14704); and</P>
<P>(7)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Current Report on Form
8-K/A filed on August 31, 2001 (Commission File No. 001-14704); and</P>
<P>(8)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Current Report on Form 8-K
filed on August 16, 2001 (Commission File No. 001-14704); and</P>
<P>(9)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Current Report on Form 8-K
filed on June 19, 2001 (Commission File No. File No. 001-14704); and</P>
<P>(10)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration Statement on Form 8-A
filed on October 14, 1997 for the Registrant's common stock filed under Section
12(b) of the Exchange Act (Commission File No.
001-14704).</P></DIR></DIR></DIR></DIR>
<P>All documents filed by the Registrant pursuant to Section&nbsp;13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
date upon which this offering is terminated shall be deemed to be incorporated
by reference herein and to be part hereof from the date any such document is
filed.</P><B>
<P align=justify>Item 5. Interests of Named Experts and Counsel.</P></B>
<P>Powell, Goldstein, Frazer &amp; Murphy LLP, Atlanta, Georgia, has rendered an
opinion regarding the legality of the securities registered hereby.</P><B>
<P>Item 6. Indemnification of Directors and Officers.</P></B>
<P>The Registrant's By-laws provide that the Registrant shall indemnify and hold
harmless its directors and officers to the fullest extent legally permissible
under and pursuant to any procedure specified in the Delaware General
Corporation Law ("DGCL") against all expenses, liabilities and losses incurred
in connection with their service or status as directors and officers. Such
indemnification would also extend to liabilities arising from actions taken by a
director or officer when serving at the request of the Registrant as a director
or officer of another corporation, or as the Registrant's representative in a
partnership, joint venture or other enterprise.</P>
<P>Section 145 of the DGCL, as currently in effect, sets forth the
indemnification rights of directors and officers of Delaware corporations. Under
such provision, a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
when he is successful on the merits or otherwise, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement of
such litigation (other than a derivative suit) even if he is not successful on
the merits if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation (and, in the case
of a criminal proceeding, had no reason to believe his conduct was unlawful),
and (iii) may be indemnified by the corporation for expenses of a derivative
suit (a suit by a stockholder alleging a breach by a director or officer of a
duty owed to the corporation), even if he is not successful on the merits, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, provided that no such
indemnification may be made in accordance with this clause (iii) if the director
or officer is adjudged liable to the corporation, unless and only to the extent
that a court determines that, despite such adjudication but in view of all of
the circumstances, he is fairly and reasonably entitled to indemnification of
such expenses. The indemnification described in clauses (ii) and (iii) above
shall be made, with respect to a person who is a director or officer at the time
of such determination, only upon a determination by (i) a majority of
disinterested directors, even though less than a quorum, (ii) a committee of
disinterested directors designated by a majority vote of disinterested
directors, even though less than a quorum, (iii) independent legal counsel in a
written opinion or (iv) the stockholders, that indemnification is proper because
the applicable standard of conduct is met.</P>
<P align=justify>The effect of the indemnification provisions contained in the
Registrant's By-laws is to require the Registrant to indemnify its directors and
officers under circumstances where such indemnification would otherwise be
discretionary and to extend to the Registrant's directors and officers the
benefits of Delaware law dealing with director and officer indemnification, as
well as any future changes which might occur under Delaware law in this
area.</P>
<P align=justify>The Registrant's By-laws specify that the indemnification
rights granted thereunder are enforceable contract rights with are not exclusive
of any other indemnification rights that the director or officer may have under
an agreement, provision of law, vote of stockholders or otherwise. As permitted
by Section 145(g) of the DGCL, the Registrant's By-laws also authorize the
Registrant to purchase directors' and officers' insurance for the benefit of its
past and present directors and officers, irrespective of whether the Registrant
has the power to indemnify such persons under Delaware law. The Registrant
currently maintains such insurance as allowed by these provisions.</P>
<P>The Registrant's By-laws also provide that expenses incurred by a director or
officer in defending a civil or criminal lawsuit or proceeding arising out of
actions taken in his official capacity, or in certain other capacities, will be
paid by the Registrant in advance of the final disposition of the matter upon
receipt of an undertaking from the director or officer to repay the sum advanced
if it is ultimately determined that he is not entitled to be indemnified by the
Registrant pursuant to applicable provisions of the DGCL.</P>
<P>As noted above, the Registrant's directors and officers have certain
indemnity rights under the Registrant's By-laws and DGCL and are protected from
certain other liabilities by the Registrant's existing directors' and officers'
insurance. The Registrant has also entered into supplemental indemnification
agreements with its directors and with certain officers designated by the
Registrant's board of directors (collectively, the "Indemnitees"), which broaden
the scope of indemnity that has traditionally been provided by the Registrant to
such persons under the terms of the Registrant's By-laws and the DGCL.</P>
<P>The indemnification agreements with the Indemnitees provide that, subject to
certain important exceptions, the Indemnitees shall be indemnified to the
fullest possible extent permitted by law against any amount which they become
legally obligated to pay because of any act or omission or neglect or breach of
duty. Such amount includes all expenses (including attorneys' fees), damages,
judgments, costs and settlement amounts, actually and reasonably incurred or
paid by them in any action or proceeding, including any action by or in the
right of the Registrant, on account of their service as a director or officer of
the Registrant or any subsidiary of the Registrant. The indemnification
agreements further provide that expenses incurred by the Indemnitees in
defending such actions, in accordance with the terms of the agreements, shall be
paid in advance, subject to the Indemnitees' obligation to reimburse the
Registrant in the event it is ultimately determined that they are not entitled
to be indemnified for such expenses under any of the provisions of the
indemnification agreements.</P>
<P>No indemnification is provided under the indemnification agreements on
account of conduct which is adjudged to be deliberately dishonest and material
to establishing the liability for which the indemnification is sought. In
addition, no indemnification is provided if a final court adjudication shall
determine that such indemnification is not lawful, or in respect of any suit in
which judgment is rendered for an accounting of profits made from a purchase or
sale of securities of the Registrant in violation of Section 16(b) of the
Exchange Act, or of any similar statutory provision, or an account of any
remuneration, personal profit or advantage which is adjudged to have been
obtained in violation of law. The indemnification agreements also contain
provisions designed to protect the Registrant from unreasonable settlements or
redundant legal expenditures.</P>
<P>The indemnification agreements also provide for contribution by the
Registrant, with certain exceptions, to amounts paid by the Indemnitees in any
situation in which the Registrant and such individuals are jointly liable (or
would be if the Registrant were joined in the litigation) if for any reason
indemnification is not available. Such contribution would be based on the
relative benefits to the Registrant and the individuals of the transaction from
which liability arose, and on the relative fault in the transaction of the
Registrant and the individuals. This provision could be applicable in the event
a court found that indemnification under the federal securities laws is against
public policy and thus not enforceable, as well as under state laws.</P>
<P align=justify>The indemnification agreements provide for substantially
broader indemnity rights than those currently granted to the directors and
officers of the Registrant under the Registrant's By-laws, which afforded
directors and officers only those express indemnification rights set forth in
Section 145 of the DGCL. They are not intended to deny or otherwise limit third
party or derivative suits against the Registrant or its directors or officers.
However, to the extent a director or officer were entitled to indemnification or
contribution thereunder, the financial burden of a third party suit would be
borne by the Registrant, and the Registrant would not benefit from derivative
recoveries since the amount of such recoveries would be repaid to the director
or officer pursuant to the agreements.</P><B>
<P>Item 7. Exemption from Registration Claimed.</P></B>
<P>Not applicable.</P><B>
<P>Item 8. Consultants and Advisors.</P></B>
<P align=justify>Consultants and advisors will not participate in the
Plans.</P><B>
<P align=justify>Item 9. Exhibits</B>.</P>
<P align=justify>The following exhibits are filed herewith or incorporated by
reference herein:</P></FONT>
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style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify><BR><BR>Exhibit<BR><U>Number</U></FONT></P></TD>
    <TD vAlign=top width="83%"><U><FONT face="CG Times">
      <P align=justify>Description</U></FONT></P></TD></TR></TABLE>
<P align=justify></P>
<TABLE border=0 borderColor=#111111 cellPadding=8 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>3.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Registrant's Restated Certificate of Incorporation.
      (Incorporated herein by reference to Exhibit 3.1 to the Registrant's
      Annual Report on Form 10-K for the fiscal year ended October 3, 1998, File
      No. 001-14704) </FONT></P></TD></TR></TABLE>
<P align=justify></P>
<TABLE border=0 borderColor=#111111 cellPadding=8 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>3.2</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Second Amended and Restated Bylaws of the Registrant.
      (Incorporated herein by reference to Exhibit 3.2 to Registrant's Quarterly
      Report on Form 10-Q for the period ended January&nbsp;1, 2000, File No.
      001-14704)</FONT></P></TD></TR></TABLE>
<P align=justify></P>
<TABLE border=0 borderColor=#111111 cellPadding=8 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>4.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Restated Certificate of Incorporation, filed as
      Exhibit&nbsp;3.1, and Second Amended and Restated Bylaws of Registrant,
      filed as Exhibit 3.2, are incorporated herein by
  reference.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>5</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P>Opinion of </FONT>Powell, Goldstein, Frazer &amp; Murphy LLP.</P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>23.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P>Consent of Powell, Goldstein, Frazer &amp; Murphy LLP (included in
      Exhibit 5).</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>23.2</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Consent of Ernst &amp; Young LLP, Independent
      Auditors.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>24</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Power of Attorney (see signature pages to this
      Registration Statement).</FONT></P></TD></TR></TABLE><B><FONT
face="CG Times">
<P align=justify><BR><BR>Item 10. Undertakings.</P></B>
<P>(a)The undersigned Registrant hereby
undertakes:<BR><BR>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</P>
<DIR>
<DIR>
<P>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");</P>
<P>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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;</P>
<P>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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;</P></DIR></DIR><U>
<P>Provided, however</U>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if 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,
as amended (the "Exchange Act"), that are incorporated by reference in the
Registration Statement.</P>
<P>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>
<P align=justify>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>
<P>The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section&nbsp;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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</P>
<P align=justify>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 Securities and Exchange
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 to the questions 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.</P>
<P>&nbsp;</P></FONT>
<P>&nbsp;</P>
<P>&nbsp;</P><U><FONT face="CG Times">
<P align=center>SIGNATURES</P></U>
<P>Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Springdale, State of Arkansas, on this the first day of October 2001.</P>
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<P>TYSON FOODS, INC.</P>
<TABLE border=1 borderColor=#111111 cellPadding=0 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width="50%">

  <TR>
    <TD width="11%"><FONT face="CG Times">By:&nbsp; </FONT></TD>
    <TD width="108%"><FONT face="CG Times"><U>&nbsp;/s/ Steven
      Hankins&nbsp;</U></FONT></TD></TR>
  <TR>
    <TD width="11%"><FONT face="CG Times">Name:</FONT></TD>
    <TD width="108%"><FONT face="CG Times">Steven Hankins</FONT></TD></TR>
  <TR>
    <TD width="11%"><FONT face="CG Times">Title:</FONT></TD>
    <TD width="108%"><FONT face="CG Times">Executive Vice President
    and</FONT></TD></TR>
  <TR>
    <TD width="11%">&nbsp;</TD>
    <TD width="108%"><FONT face="CG Times">Chief Financial
  Officer</FONT></TD></TR></TABLE></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></FONT><FONT
size=2>
<P align=center>POWER OF ATTORNEY</P></FONT><FONT face="CG Times">
<P>KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Les R. Baledge as 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, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, could lawfully do or cause to be done by virtue
hereof.</P>
<P>Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.</P></FONT>
<P align=center>
<CENTER>
<TABLE border=1 cellPadding=7 cellSpacing=1 width=578>

  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P align=center>Signature</U></FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P align=center>Title</U></FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P align=center>Date</U></FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Don Tyson<BR></U>Don Tyson</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Senior Chairman of the<BR>Board of Directors</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ John Tyson<BR></U>John Tyson</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Chairman of the Board of<BR>Directors and Chief Executive<BR>Officer
      (principal executive officer)</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Lloyd. V. Hackley<BR></U>Lloyd V. Hackley</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Gerald M. Johnston<BR></U>Gerald M. Johnston</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Jim Kever</U><BR>Jim Kever</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Shelby Massey</U><BR>Shelby Massey</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Joe F. Starr</U><BR>Joe F. Starr</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Leland E. Tollett</U><BR>Leland E. Tollett</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>_____________<U><BR></U>Barbara Tyson</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Vice President and Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>________, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Donald E. Wray</U><BR>Donald E. Wray</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ David Jones</U><BR>David Jones</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Barbara Allen</U><BR>Barbara Allen</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Director</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><U><FONT face="CG Times">
      <P>/s/ Steven Hankins<BR></U>Steven Hankins</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Executive Vice President<BR>and Chief Financial Officer<BR>(principal
      financial officer)</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR>
  <TR>
    <TD height=73 vAlign=top width="33%"><I><U><FONT face="CG Times">
      <P>/s/</I> Rodney S. Pless<BR></U>Rodney S. Pless</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>Vice President, Controller and Chief Accounting Officer<BR>(principal
      accounting officer)</FONT></P></TD>
    <TD height=73 vAlign=top width="33%"><FONT face="CG Times">
      <P>October 1, 2001</FONT></P></TD></TR></TABLE></CENTER>
<P></P><FONT face="CG Times">
<P align=center>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P><U>
<P align=center>EXHIBIT INDEX</P></U></FONT>
<TABLE border=0 borderColor=#111111 cellPadding=8 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify><BR><BR>Exhibit<BR><U>Number</U></FONT></P></TD>
    <TD vAlign=top width="83%"><U><FONT face="CG Times">
      <P align=justify>Description</U></FONT></P></TD></TR></TABLE>
<P align=justify></P>
<TABLE border=0 borderColor=#111111 cellPadding=8 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>3.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Registrant's Restated Certificate of Incorporation.
      (Incorporated herein by reference to Exhibit 3.1 to the Registrant's
      Annual Report on Form 10-K for the fiscal year ended October 3, 1998, File
      No. 001-14704)</FONT></P></TD></TR></TABLE>
<P align=justify></P>
<TABLE border=0 borderColor=#111111 cellPadding=8 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>3.2</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Second Amended and Restated Bylaws of the Registrant.
      (Incorporated herein by reference to Exhibit 3.2 to Registrant's Quarterly
      Report on Form 10-Q for the period ended January&nbsp;1, 2000, File No.
      001-14704)</FONT></P></TD></TR></TABLE>
<P align=justify></P>
<TABLE border=0 borderColor=#111111 cellPadding=8 cellSpacing=0
style="BORDER-COLLAPSE: collapse" width=620>

  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>4.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Restated Certificate of Incorporation, filed as
      Exhibit&nbsp;3.1, and Second Amended and Restated Bylaws of Registrant, as
      amended, filed as Exhibit 3.2, are incorporated herein by
      reference.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>5</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P>Opinion of Powell, Goldstein, Frazer &amp; Murphy,
LLP.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>23.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P>Consent of Powell, Goldstein, Frazer &amp; Murphy LLP (included in
      Exhibit 5).</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>23.2</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Consent of Ernst &amp; Young LLP, Independent
      Auditors.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT face="CG Times">
      <P align=justify>24</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT face="CG Times">
      <P align=justify>Power of Attorney (see signature pages to this
      Registration Statement).</FONT></P></TD></TR></TABLE><FONT
face="CG Times">
<P align=justify>&nbsp;</P>
<P>&nbsp;</P></FONT><B><U>
<P align=right>EXHIBIT 5<BR></P></B></U><FONT face="CG Times">
<P align=center>September 28, 2001</P></FONT>
<P><BR><BR><BR>Tyson Foods, Inc.<BR>2210 West Oaklawn Drive<BR>Springdale,
Arkansas 72762-6999</P>
<P>Re:&nbsp;&nbsp;&nbsp;&nbsp;Registration Statement on Form S-8<BR><FONT
size=2><BR></FONT>Ladies and Gentlemen:</P>
<P>We have served as counsel for Tyson Foods, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") of an aggregate of 8,265,079<FONT size=1>
</FONT>shares (the "Shares") of Class A Common Stock, par value $.10 per share,
of the Company to be issued pursuant to the following plans (collectively, the
"Plans"):<BR><BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IBP
1987 Stock Option
Plan;<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IBP
1993 Stock Option Plan;
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1996
Stock Option Plan;
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1996
Officer Long Term Stock Plan;and
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Corporate
Brand Foods America, Inc. 1997 Restricted Stock Plan.</P>
<P>We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to that certain Agreement and
Plan of Merger, dated as of January 1, 2001, among IBP, inc., the Company and
Lasso Acquisition Corporation, a wholly owned subsidiary of the Company (the
"Agreement"), as we have deemed necessary and advisable.</P>
<P>In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials and upon the representations and warranties of the parties contained
in the Agreement and related closing documents.</P>
<P>We express no opinion as to matters under or involving laws other than the
corporate law of the State of Delaware.</P>
<P>Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been duly authorized and that upon the issuance and delivery of the Shares
as provided in the Plans and as contemplated by the Registration Statement, such
Shares will be validly issued, fully paid and non-assessable.</P><FONT
face="CG Times">
<P align=justify>We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.</P></FONT>
<P>Very truly yours,</P><B>
<P>POWELL, GOLDSTEIN, FRAZER &amp; MURPHY LLP</P></B>
<P>&nbsp;</P><B><U><FONT face="CG Times">
<P align=right>EXHIBIT 23.2</P></U></FONT>
<P align=center><BR><BR><BR>CONSENT OF ERNST &amp; YOUNG LLP, INDEPENDENT
AUDITORS</P></B>
<P align=justify><BR>We consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated November 13, 2000, with
respect to the Consolidated Financial Statements of Tyson Foods, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
September 30, 2000 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission. </P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR><B>
<P align=right><BR><BR></B>Ernst &amp; Young
LLP<BR></P></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR>
<P>Little Rock, Arkansas<BR>October 1, 2001</P></BODY></HTML>
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{"company-data": {"conformed-name": "TYSON FOODS INC", "cik": "0000100493", "assigned-sic": "2015", "irs-number": "710225165", "state-of-incorporation": "DE", "fiscal-year-end": "0927"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70646", "film-number": "1750095"}, "business-address": {"street1": "2210 W OAKLAWN DR", "city": "SPRINGDALE", "state": "AR", "zip": "72762-6999", "phone": "5012904000"}, "mail-address": {"street1": "P O BOX 2020", "street2": "P O BOX 2020", "city": "SPRINGDALE", "state": "AR", "zip": "72765-2020"}}
SIGNATURES
4:
As filed with the Securities and Exchange Commission on October 1,
2001      Registration No.
333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
TYSON FOODS, INC.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
71-0225165
(State or Other Jurisdiction
      of Incorporation or Organization)
(IRS Employer Identification
      Number)
2210 West Oaklawn Drive
Springdale, Arkansas
72762-6999
(Address of Principal Executive Offices)
(Zip Code)
IBP 1987 STOCK OPTION PLAN
IBP 1993
STOCK OPTION PLAN
1996 STOCK OPTION PLAN
1996 OFFICER LONG TERM STOCK
PLAN
CORPORATE BRAND FOODS AMERICA, INC. 1997 RESTRICTED STOCK
PLAN
(Full Title of the Plans)
Les R. Baledge
Executive Vice President
and General
Counsel
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale,
Arkansas 72762-6999
(Name and Address of Agent for
Service)
(501) 290-4000
(Telephone Number, Including Area Code, of Agent for
Service)
Copies of Communications to:
Richard L. Arenburg, Esq.
Powell, Goldstein, Frazer &
Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia
30303
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be
      Registered
(1)
Amount To Be
Registered
Proposed Maximum
Offering Price
Per
      Share
(2)
Proposed Maximum
Aggregate
      Offering
Price
(2)
Amount of
Registration Fee
Class A Common Stock, par value $.10 per share
8,265,079
$8.58
$70,914,378
$17,729
(1)        This
Registration Statement also covers such indeterminable number of additional
shares as may become issuable to prevent dilution in the event of stock splits,
stock dividends or similar transactions pursuant to the terms of the plans.
(2)        Estimated
solely for the purpose of determining the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plans listed on the cover of the Registration
Statement (the "Plans") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act").
PART II
Item 3. Incorporation of Certain Documents by
Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1)        Annual Report on Form 10-K
for the year ended September 30, 2000 (Commission File No. 001-14704); and
(2)        Quarterly Report on Form
10-Q for the quarter ended June 30, 2001 (Commission File No. 001-14704);
and
(3)        Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (Commission File No. 001-14704);
and
(4)        Quarterly Report on Form
10-Q for the quarter ended December 30, 2000 (Commission File No. 001-14704);
and
(5)        Current Report on Form 8-K
filed on September 27, 2001 (Commission File No. 001-14704); and
(6)        Current Report on Form 8-K
filed on September 4, 2001 (Commission File No. 001-14704); and
(7)        Current Report on Form
8-K/A filed on August 31, 2001 (Commission File No. 001-14704); and
(8)        Current Report on Form 8-K
filed on August 16, 2001 (Commission File No. 001-14704); and
(9)        Current Report on Form 8-K
filed on June 19, 2001 (Commission File No. File No. 001-14704); and
(10)      Registration Statement on Form 8-A
filed on October 14, 1997 for the Registrant's common stock filed under Section
12(b) of the Exchange Act (Commission File No.
001-14704).
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
date upon which this offering is terminated shall be deemed to be incorporated
by reference herein and to be part hereof from the date any such document is
filed.
Item 5. Interests of Named Experts and Counsel.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion regarding the legality of the securities registered hereby.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-laws provide that the Registrant shall indemnify and hold
harmless its directors and officers to the fullest extent legally permissible
under and pursuant to any procedure specified in the Delaware General
Corporation Law ("DGCL") against all expenses, liabilities and losses incurred
in connection with their service or status as directors and officers. Such
indemnification would also extend to liabilities arising from actions taken by a
director or officer when serving at the request of the Registrant as a director
or officer of another corporation, or as the Registrant's representative in a
partnership, joint venture or other enterprise.
Section 145 of the DGCL, as currently in effect, sets forth the
indemnification rights of directors and officers of Delaware corporations. Under
such provision, a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
when he is successful on the merits or otherwise, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement of
such litigation (other than a derivative suit) even if he is not successful on
the merits if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation (and, in the case
of a criminal proceeding, had no reason to believe his conduct was unlawful),
and (iii) may be indemnified by the corporation for expenses of a derivative
suit (a suit by a stockholder alleging a breach by a director or officer of a
duty owed to the corporation), even if he is not successful on the merits, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, provided that no such
indemnification may be made in accordance with this clause (iii) if the director
or officer is adjudged liable to the corporation, unless and only to the extent
that a court determines that, despite such adjudication but in view of all of
the circumstances, he is fairly and reasonably entitled to indemnification of
such expenses. The indemnification described in clauses (ii) and (iii) above
shall be made, with respect to a person who is a director or officer at the time
of such determination, only upon a determination by (i) a majority of
disinterested directors, even though less than a quorum, (ii) a committee of
disinterested directors designated by a majority vote of disinterested
directors, even though less than a quorum, (iii) independent legal counsel in a
written opinion or (iv) the stockholders, that indemnification is proper because
the applicable standard of conduct is met.
The effect of the indemnification provisions contained in the
Registrant's By-laws is to require the Registrant to indemnify its directors and
officers under circumstances where such indemnification would otherwise be
discretionary and to extend to the Registrant's directors and officers the
benefits of Delaware law dealing with director and officer indemnification, as
well as any future changes which might occur under Delaware law in this
area.
The Registrant's By-laws specify that the indemnification
rights granted thereunder are enforceable contract rights with are not exclusive
of any other indemnification rights that the director or officer may have under
an agreement, provision of law, vote of stockholders or otherwise. As permitted
by Section 145(g) of the DGCL, the Registrant's By-laws also authorize the
Registrant to purchase directors' and officers' insurance for the benefit of its
past and present directors and officers, irrespective of whether the Registrant
has the power to indemnify such persons under Delaware law. The Registrant
currently maintains such insurance as allowed by these provisions.
The Registrant's By-laws also provide that expenses incurred by a director or
officer in defending a civil or criminal lawsuit or proceeding arising out of
actions taken in his official capacity, or in certain other capacities, will be
paid by the Registrant in advance of the final disposition of the matter upon
receipt of an undertaking from the director or officer to repay the sum advanced
if it is ultimately determined that he is not entitled to be indemnified by the
Registrant pursuant to applicable provisions of the DGCL.
As noted above, the Registrant's directors and officers have certain
indemnity rights under the Registrant's By-laws and DGCL and are protected from
certain other liabilities by the Registrant's existing directors' and officers'
insurance. The Registrant has also entered into supplemental indemnification
agreements with its directors and with certain officers designated by the
Registrant's board of directors (collectively, the "Indemnitees"), which broaden
the scope of indemnity that has traditionally been provided by the Registrant to
such persons under the terms of the Registrant's By-laws and the DGCL.
The indemnification agreements with the Indemnitees provide that, subject to
certain important exceptions, the Indemnitees shall be indemnified to the
fullest possible extent permitted by law against any amount which they become
legally obligated to pay because of any act or omission or neglect or breach of
duty. Such amount includes all expenses (including attorneys' fees), damages,
judgments, costs and settlement amounts, actually and reasonably incurred or
paid by them in any action or proceeding, including any action by or in the
right of the Registrant, on account of their service as a director or officer of
the Registrant or any subsidiary of the Registrant. The indemnification
agreements further provide that expenses incurred by the Indemnitees in
defending such actions, in accordance with the terms of the agreements, shall be
paid in advance, subject to the Indemnitees' obligation to reimburse the
Registrant in the event it is ultimately determined that they are not entitled
to be indemnified for such expenses under any of the provisions of the
indemnification agreements.
No indemnification is provided under the indemnification agreements on
account of conduct which is adjudged to be deliberately dishonest and material
to establishing the liability for which the indemnification is sought. In
addition, no indemnification is provided if a final court adjudication shall
determine that such indemnification is not lawful, or in respect of any suit in
which judgment is rendered for an accounting of profits made from a purchase or
sale of securities of the Registrant in violation of Section 16(b) of the
Exchange Act, or of any similar statutory provision, or an account of any
remuneration, personal profit or advantage which is adjudged to have been
obtained in violation of law. The indemnification agreements also contain
provisions designed to protect the Registrant from unreasonable settlements or
redundant legal expenditures.
The indemnification agreements also provide for contribution by the
Registrant, with certain exceptions, to amounts paid by the Indemnitees in any
situation in which the Registrant and such individuals are jointly liable (or
would be if the Registrant were joined in the litigation) if for any reason
indemnification is not available. Such contribution would be based on the
relative benefits to the Registrant and the individuals of the transaction from
which liability arose, and on the relative fault in the transaction of the
Registrant and the individuals. This provision could be applicable in the event
a court found that indemnification under the federal securities laws is against
public policy and thus not enforceable, as well as under state laws.
The indemnification agreements provide for substantially
broader indemnity rights than those currently granted to the directors and
officers of the Registrant under the Registrant's By-laws, which afforded
directors and officers only those express indemnification rights set forth in
Section 145 of the DGCL. They are not intended to deny or otherwise limit third
party or derivative suits against the Registrant or its directors or officers.
However, to the extent a director or officer were entitled to indemnification or
contribution thereunder, the financial burden of a third party suit would be
borne by the Registrant, and the Registrant would not benefit from derivative
recoveries since the amount of such recoveries would be repaid to the director
or officer pursuant to the agreements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Consultants and Advisors.
Consultants and advisors will not participate in the
Plans.
Item 9. Exhibits
.
The following exhibits are filed herewith or incorporated by
reference herein:
Exhibit
Number
Description
3.1
Registrant's Restated Certificate of Incorporation.
      (Incorporated herein by reference to Exhibit 3.1 to the Registrant's
      Annual Report on Form 10-K for the fiscal year ended October 3, 1998, File
      No. 001-14704)
3.2
Second Amended and Restated Bylaws of the Registrant.
      (Incorporated herein by reference to Exhibit 3.2 to Registrant's Quarterly
      Report on Form 10-Q for the period ended January 1, 2000, File No.
      001-14704)
4.1
Restated Certificate of Incorporation, filed as
      Exhibit 3.1, and Second Amended and Restated Bylaws of Registrant,
      filed as Exhibit 3.2, are incorporated herein by
  reference.
5
Opinion of
Powell, Goldstein, Frazer & Murphy LLP.
23.1
Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
      Exhibit 5).
23.2
Consent of Ernst & Young LLP, Independent
      Auditors.
24
Power of Attorney (see signature pages to this
      Registration Statement).
Item 10. 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 of 1933, as
amended (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;
(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 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,
as amended (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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 Securities and Exchange
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 to the questions whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Springdale, State of Arkansas, on this the first day of October 2001.
TYSON FOODS, INC.
By:
/s/ Steven
      Hankins
Name:
Steven Hankins
Title:
Executive Vice President
    and
Chief Financial
  Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Les R. Baledge as 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, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, could lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature
Title
Date
/s/ Don Tyson
Don Tyson
Senior Chairman of the
Board of Directors
October 1, 2001
/s/ John Tyson
John Tyson
Chairman of the Board of
Directors and Chief Executive
Officer
      (principal executive officer)
October 1, 2001
/s/ Lloyd. V. Hackley
Lloyd V. Hackley
Director
October 1, 2001
/s/ Gerald M. Johnston
Gerald M. Johnston
Director
October 1, 2001
/s/ Jim Kever
Jim Kever
Director
October 1, 2001
/s/ Shelby Massey
Shelby Massey
Director
October 1, 2001
/s/ Joe F. Starr
Joe F. Starr
Director
October 1, 2001
/s/ Leland E. Tollett
Leland E. Tollett
Director
October 1, 2001
_____________
Barbara Tyson
Vice President and Director
________, 2001
/s/ Donald E. Wray
Donald E. Wray
Director
October 1, 2001
/s/ David Jones
David Jones
Director
October 1, 2001
/s/ Barbara Allen
Barbara Allen
Director
October 1, 2001
/s/ Steven Hankins
Steven Hankins
Executive Vice President
and Chief Financial Officer
(principal
      financial officer)
October 1, 2001
/s/
Rodney S. Pless
Rodney S. Pless
Vice President, Controller and Chief Accounting Officer
(principal
      accounting officer)
October 1, 2001
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Registrant's Restated Certificate of Incorporation.
      (Incorporated herein by reference to Exhibit 3.1 to the Registrant's
      Annual Report on Form 10-K for the fiscal year ended October 3, 1998, File
      No. 001-14704)
3.2
Second Amended and Restated Bylaws of the Registrant.
      (Incorporated herein by reference to Exhibit 3.2 to Registrant's Quarterly
      Report on Form 10-Q for the period ended January 1, 2000, File No.
      001-14704)
4.1
Restated Certificate of Incorporation, filed as
      Exhibit 3.1, and Second Amended and Restated Bylaws of Registrant, as
      amended, filed as Exhibit 3.2, are incorporated herein by
      reference.
5
Opinion of Powell, Goldstein, Frazer & Murphy,
LLP.
23.1
Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
      Exhibit 5).
23.2
Consent of Ernst & Young LLP, Independent
      Auditors.
24
Power of Attorney (see signature pages to this
      Registration Statement).
EXHIBIT 5
September 28, 2001
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale,
Arkansas 72762-6999
Re:    Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for Tyson Foods, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") of an aggregate of 8,265,079
shares (the "Shares") of Class A Common Stock, par value $.10 per share,
of the Company to be issued pursuant to the following plans (collectively, the
"Plans"):
IBP
1987 Stock Option
Plan;
IBP
1993 Stock Option Plan;
1996
Stock Option Plan;
1996
Officer Long Term Stock Plan;and
Corporate
Brand Foods America, Inc. 1997 Restricted Stock Plan.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to that certain Agreement and
Plan of Merger, dated as of January 1, 2001, among IBP, inc., the Company and
Lasso Acquisition Corporation, a wholly owned subsidiary of the Company (the
"Agreement"), as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials and upon the representations and warranties of the parties contained
in the Agreement and related closing documents.
We express no opinion as to matters under or involving laws other than the
corporate law of the State of Delaware.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been duly authorized and that upon the issuance and delivery of the Shares
as provided in the Plans and as contemplated by the Registration Statement, such
Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT
AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated November 13, 2000, with
respect to the Consolidated Financial Statements of Tyson Foods, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
September 30, 2000 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
Ernst & Young
LLP
Little Rock, Arkansas
October 1, 2001