-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 KNdRxgSci64z/fe7tszI0Y09Okv7y5d25F08WtTowTtdS269LrCIZBfulRcbfPui
 EJRA5MaeC409qpFeUj8J6w==

<SEC-DOCUMENT>/in/edgar/work/0000007084-00-000044/0000007084-00-000044.txt : 20001004
<SEC-HEADER>0000007084-00-000044.hdr.sgml : 20001004
ACCESSION NUMBER:		0000007084-00-000044
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001003

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IBP INC
		CENTRAL INDEX KEY:			0000052477
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2011
]		IRS NUMBER:				420838666
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1226
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SC 13D/A
			SEC ACT:		
			SEC FILE NUMBER:	005-06183
			FILM NUMBER:		734251
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		IBP AVE
				STREET 2:		P O BOX 515
				CITY:			DAKOTA CITY
				STATE:			NE
				ZIP:			68731
				BUSINESS PHONE:		4024942061
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		IBP AVE
					STREET 2:		P O BOX 515
					CITY:			DAKOTA CITY
					STATE:			NE
					ZIP:			68731
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	IOWA BEEF PROCESSORS INC            /PRED/
						DATE OF NAME CHANGE:	19821109
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	IOWA BEEF PACKERS INC
							DATE OF NAME CHANGE:	19701130
</FORMER-COMPANY>
</SUBJECT-COMPANY>

							FILED BY:		

								COMPANY DATA:	
									COMPANY CONFORMED NAME:			ARCHER DANIELS MIDLAND CO
									CENTRAL INDEX KEY:			0000007084
									STANDARD INDUSTRIAL CLASSIFICATION:	 [2070
]									IRS NUMBER:				410129150
									STATE OF INCORPORATION:			DE
									FISCAL YEAR END:			0630
</COMPANY-DATA>

									FILING VALUES:
										FORM TYPE:		SC 13D/A
</FILING-VALUES>

										BUSINESS ADDRESS:	
											STREET 1:		4666 FARIES PKWY
											CITY:			DECATUR
											STATE:			IL
											ZIP:			62526
											BUSINESS PHONE:		2174244798
</BUSINESS-ADDRESS>
</FILED-BY>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>13-D/A IBP, INC.
<TEXT>



Page 1
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13D

            Under the Securities Exchange Act of 1934
                       (Amendment No. 7)*

                            IBP, Inc.
  _____________________________________________________________
                        (Name of Issuer)

                          COMMON STOCK
  _____________________________________________________________
                 (Title of Class of Securities)

                           449223-10-6
         ______________________________________________
                         (CUSIP Number)

   D. J. Smith, Vice President, Secretary and General Counsel,
                 Archer-Daniels-Midland Company,
     4666 Faries Parkway, P. O. Box 1470, Decatur, IL 62525,
                    Telephone:  (217)424-5200
 ______________________________________________________________
   (Name, Address and Telephone Number of Person Authorized to
               Receive Notices and Communications)

                         October 1, 2000
       ___________________________________________________
     (Date of Event which Requires Filing of this Statement)

If  the  filing  person  has  previously  filed  a  statement  on
Schedule  13G to report the acquisition which is the  subject  of
this  Schedule  13D,  and  is filing  this  schedule  because  of
Rule 13d-1(b)(3) or (4), check the following box __.

Check the following box if a fee is being paid with the statement
___.   (A  fee is not required only if the reporting person:  (1)
has  a  previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item  1;  and  (2)  has  filed  no amendment  subsequent  thereto
reporting  beneficial ownership of five percent or less  of  such
class.) (See Rule 13d-7.)

Note:  Six  copies  of  this statement, including  all  exhibits,
should be filed with the commission.  See Rule 13d-1(a) for other
parties to whom copies are to be sent.

*  The  remainder of this cover page shall be filled  out  for  a
reporting  person's initial filing on this form with  respect  to
the subject class of Securities, and for any subsequent amendment
containing information which would alter disclosures provided  in
a prior cover page.
1
Page 2
This  information required on the remainder of  this  cover  page
shall  not be deemed to be "filed" for the purpose of Section  18
of  the  Securities  Exchange Act of 1934  ("Act")  or  otherwise
subject  to the liabilities of that Section of the Act but  shall
be  subject to all other provisions of the Act (however, see  the
Notes).
2

Page 3

1    NAME OF REPORTING PERSON
     S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Archer-Daniels-Midland Company
     I.R.S. Identification No. 41-0129150

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *   (a)__
                                                          (b)__

3    SEC USE ONLY


4    SOURCE OF FUNDS *
     WC

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(E)  __x__
     See Appendix I

6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware

                     7    SOLE VOTING POWER
                          -0-
     NUMBER OF
      SHARES
   BENEFICIALLY
     OWNED BY
       EACH
     REPORTING
      PERSON
       WITH
                     8    SHARED VOTING POWER
                          12,951,400

                     9    SOLE DISPOSITIVE POWER
                          -0-

                     10   SHARED DISPOSITIVE POWER
                          12,951,400 (1)

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     12,951,400

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES
     CERTAIN SHARES * __

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     12.27% based on 105,578,277 shares outstanding

3
Page 4
14   TYPE OF REPORTING PERSON *
     CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Pursuant to the Voting Agreement described in Item 4, ADM has
agreed with Rawhide Holdings and Merger Sub that if ADM sells,
transfers, assigns, encumbers or otherwise disposes (a
"Transfer") of any shares of Common Stock it owns while the
Voting Agreement is in effect that it will require the transferee
of such shares to execute and deliver a voting agreement
identical in form to the Voting Agreement, except for the
identity of the new stockholder, prior to or concurrently with
any such Transfer.
4
Page 5
                 ARCHER-DANIELS-MIDLAND COMPANY

           Statement Pursuant to Section 13(d) of the
                 Securities Exchange Act of 1934

Item 4.   Purpose of Transaction.

     On October 1, 2000, Rawhide Acquisition Corporation ("Merger
Sub"), Rawhide Holdings Corporation ("Rawhide Holdings") and  the
Issuer  entered into an Agreement and Plan of Merger (the "Merger
Agreement") whereby, subject to the terms and conditions therein,
Merger Sub will be merged (the "Merger") with and into the Issuer
at  the  effective time of the Merger. The separate existence  of
Merger  Sub will cease upon consummation of the Merger,  and  the
Issuer  will be the surviving corporation. Pursuant to the Merger
Agreement,  and  subject  to  the conditions  set  forth  therein
(including  regulatory approvals and approval by shareholders  of
the  Issuer), at the effective time of the Merger: (i) Merger Sub
will  be  merged with and into Issuer; (ii) each share of  common
stock  of  the Issuer (the "Common Stock") held by the Issuer  or
any  subsidiary  of  the Issuer as treasury  stock  or  owned  by
Rawhide   Holdings   or  any  subsidiary  of   Rawhide   Holdings
immediately prior to the Merger will be cancelled and no  payment
will  be  made with respect thereto; (iii) each share  of  Merger
Sub's common stock will be converted into and become one share of
Common  Stock;  and  (iv) each share of Common Stock  outstanding
immediately  prior to the Merger will be cancelled,  extinguished
and  converted into and become a right to receive $22.25 in  cash
per share (other than those shares as to which dissenters' rights
are perfected). Shortly after the consummation of the Merger, the
registration of the Common Stock under the Exchange Act  will  be
terminated  and the Common Stock will be delisted  from  the  New
York Stock Exchange and the Pacific Stock Exchange.

     In connection with the execution of the Merger Agreement, on
October 1, 2000, Rawhide Holdings and Merger Sub entered  into  a
Voting Agreement (the "Voting Agreement") with each of ADM, Booth
Creek  Partners Limited III, LLP ("Booth Creek") and  Jeffrey  J.
Joyce  ("Joyce"). Pursuant to the Voting Agreement,  ADM  agreed,
among  other things, (i) to vote the shares of Common Stock owned
by  ADM (the "Shares") to approve and adopt the Merger Agreement,
the  Merger  and  all agreements related to the  Merger  and  any
actions  related  thereto  at  any meeting  or  meetings  of  the
stockholders   of  the  Issuer  and  (ii)  subject   to   certain
exceptions,  not  to  vote any of the  Shares  in  favor  of  the
approval  of  any  other merger, consolidation, sale  of  assets,
reorganization, recapitalization, liquidation or  winding  up  of
the  Issuer or any other extraordinary transaction involving  the
Issuer  or  any  matters  related to or in connection  therewith.
Under the Voting Agreement, ADM has irrevocably appointed Rawhide
Holdings as proxy for and on behalf of ADM to vote the Shares for
the  matters  and in the manner contemplated by Item  (i)  above.
ADM  also  agreed not to, directly or indirectly,  (i)  take  any
action to solicit, initiate or encourage any Acquisition Proposal
(as defined in the Merger Agreement), (ii) engage in negotiations
or  discussions  with,  or  disclose  any  nonpublic  information
relating to the Issuer or any subsidiary of the Issuer or  afford
access  to the properties, books or records of the Issuer or  any
subsidiary  of the Issuer to, or otherwise assist, facilitate  or
encourage,  any Person (as defined in the Merger Agreement)  that
may be considered making, or had made, an Acquisition Proposal or
(iii)  acquire beneficial ownership of any shares of  the  Common
Stock,  other  than  pursuant to or as a  result  of  the  Voting
Agreement.  ADM has agreed with Rawhide Holdings and  Merger  Sub
that  if  ADM Transfers any shares of Common Stock it owns  while
the  Voting  Agreement  is in effect that  it  will  require  the
transferee  of  such  shares  to execute  and  deliver  a  voting
agreement  identical in form to the Voting Agreement, except  for
the  identity  of  the new stockholder, prior to or  concurrently
with any such Transfer.
5
Page 6
      The  parties  to  the  Voting Agreement  contemplate  that,
promptly  following the Merger, the Board of  Directors  will  be
changed  so as to consist of nine directors, one of whom will  be
nominated  by ADM, one of whom will be nominated by Booth  Creek,
one of whom will be Robert L. Peterson (so long as he remains  an
officer  of the Issuer), one of whom will be Richard L. Bond  (so
long  as  he remains an officer of the Issuer), and the remainder
of  whom, (including the chairman) will be nominated by  the  DLJ
Merchant  Banking  Partners  III,  L.P.  and  certain  affiliated
entities ("DLJMB"), the majority shareholders of Merger Sub prior
to the Merger.

      In  addition,  ADM entered into a Commitment  Letter  dated
October  1, 2000 with Rawhide Holdings (the "Commitment Letter"),
whereby ADM, DLJMB, and certain other investors have committed to
contribute  shares  of the Common Stock to  Rawhide  Holdings  in
exchange for shares of the capital stock of Rawhide Holdings upon
the  occurrence of certain events specified in the letter.  Under
the  terms  of  the  Commitment  Letter,  ADM  has  committed  to
contribute 9,900,000 shares of Common Stock in exchange  for  25%
of  the  outstanding capital stock of Rawhide Holdings as of  the
effective time of the Merger.

      ADM  has also entered into a Letter Agreement dated October
1,  2000  between  DLJMB and each of ADM and Joyce  (the  "Letter
Agreement")  whereby  DLJMB has agreed to  purchase,  immediately
prior to the Merger, certain shares of Common Stock held by  such
parties  at  $22.25  per  share subject to  the  same  conditions
contained  in  the  Commitment Letter.  Under the  terms  of  the
Letter  Agreement, DLJMB has agreed to purchase 3,051,400  shares
of Common Stock held by ADM.

      Except  as  set forth above, ADM has no plans or  proposals
which  relate to or would result in any of the actions enumerated
in clauses (a)-(j) of Item 4 of Schedule 13D under the Securities
Exchange Act of 1934, as amended.

Item 5.   Interest in Securities of the Issuer.

      The Issuer is believed to have 105,578,277 shares of Common
Stock  outstanding.  ADM beneficially owns 12,951,400  shares  of
the  Common  Stock  or approximately 12.27%  of  the  outstanding
Common Stock described above and has shared power to vote  or  to
direct  the  vote  and  shared power to  dispose  or  direct  the
disposition  of  such  shares pursuant to  the  Voting  Agreement
described  in  Item 4. Neither ADM nor any director or  executive
officer  of  ADM  beneficially owns or has a  right  to  acquire,
directly or indirectly, any additional shares of Common Stock  of
the Issuer.

      During  the past sixty days there have been no transactions
in shares of Common Stock of the Issuer by ADM or any director or
executive officer of ADM.

Item 6.       Contracts,    Arrangements,    Understandings    or
     Relationships With Respect to Securities of the Issuer.

     ADM has entered into: (1) the Voting Agreement dated October
1,  2000  between Rawhide Holdings, Merger Sub and each  of  ADM,
Booth Creek and Joyce; (2) the Commitment Letter dated October 1,
2000 between Rawhide Holdings and each of DLJMB, ADM, and certain
other  investors; and (3) the Letter Agreement dated  October  1,
2000 between DLJMB and each of ADM and Joyce.  See Item 4.
6

Page 7
Item 7.   Materials to be Filed as Exhibits.

1.    Voting  Agreement  dated October 1,  2000  between  Rawhide
  Holdings, Merger Sub and each of ADM, Booth Creek and Joyce.

2.    Commitment  Letter  dated October 1, 2000  between  Rawhide
  Holdings and each of DLJMB, ADM, and certain other investors.

3.Letter Agreement October 1, 2000 between DLJMB and each of  ADM
  and Joyce.

Signature

     After reasonable inquiry and to the best of my knowledge and
belief,  I  certify  that  the  information  set  forth  in  this
Statement is true, complete and correct.

     Dated:    October 3, 2000

                              ARCHER-DANIELS-MIDLAND COMPANY

                              /s/D. J. SMITH
                              By:  D. J. Smith
                               Its Vice President, Secretary  and
General Counsel

7
Page 8
                           APPENDIX I

      On October 15, 1996, the Company pled guilty to a two count
information in the Northern District of Illinois pursuant  to  an
agreement  with  the  Department of  Justice.   This  information
states  that  the Company engaged in anticompetitive  conduct  in
connection  with  the  sale  of  lysine  and  citric  acid.    In
connection with its agreement this Company paid the United States
a fine of $70 million with respect to lysine and $30 million with
respect to citric acid.

      On  May 27, 1998, the Company pled guilty to a three  count
indictment  in  the  Federal  Court  of  Canada  pursuant  to  an
agreement  with  Director of Investigation and Research  and  the
Attorney  General  of Canada.  The indictment  alleged  that  the
Company  engaged  in anticompetitive conduct in  connection  with
lysine  and citric acid.  The Company paid a fine of $16  million
(Canadian Dollars).



8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>VOTING AGREEMENT
<TEXT>



     Page 1

                   VOTING AGREEMENT

     In consideration of Rawhide Holdings Corporation,
a Delaware corporation ("Parent"), and Rawhide
Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Co."),
entering into on the date hereof an Agreement and Plan
of Merger (the "Merger Agreement")  dated as of the
date hereof with IBP, inc., a Delaware corporation (the
"Company"), which provides, among other things, that
Merger Co., upon the terms and subject to the
conditions thereof, will be merged with and into the
Company (the "Merger") and each outstanding share of
common stock, $0.05 par value, of the Company (the
"Company Common Stock") will be converted into the
right to receive the Merger Consideration (as defined
in the Merger Agreement) in accordance with the terms
of such Agreement, each of the undersigned holders
(each, a "Stockholder" and collectively, the
"Stockholders") of shares of Company Common Stock
agrees with Parent and Merger Co. as follows:

    1.  During the period (the "Agreement Period")
beginning on the date hereof and ending on the earlier
of (i) the Effective Time (as defined in the Merger
Agreement), (ii) the date of any substantive amendment
to the Merger Agreement (including, without limitation,
any amendment that increases the Merger Consideration
(as defined in the Merger Agreement)), which has not
been approved in writing by the Stockholder and (iii)
the date of termination of the Merger Agreement, the
Stockholder hereby agrees to vote the shares of Company
Common Stock set forth opposite its name in Schedule A
hereto (the "Schedule A Securities") to approve and
adopt the Merger Agreement, the Merger and all
agreements related to the Merger and any actions
directly and reasonably related thereto at any meeting
or meetings of the stockholders of the Company, and at
any adjournment thereof or pursuant to action by
written consent, at or by which such Merger Agreement,
or such other actions, are submitted for the
consideration and vote of the stockholders of the
Company.  Parent agrees to notify the Stockholder
promptly upon receipt by Parent, Merger Co. or DLJMB
(as defined in the Merger Agreement) of any information
relating to any Acquisition Proposal (as defined in the
Merger Agreement) and to forward immediately to the
Stockholder by telecopy any written material delivered
to any of them relating to any such Acquisition
Proposal.

    2.  During the Agreement Period, the Stockholder
hereby agrees that it will not vote any of its Schedule
A Securities in favor of the approval of any other
merger, consolidation, sale of assets, reorganization,
recapitalization, liquidation or winding up of the
Company or any other extraordinary transaction
involving the Company or any matters related to or in
connection therewith, or any corporate action relating
to or the consummation of which would either frustrate
the purposes of, or prevent or delay the consummation
of, the transactions contemplated by the Merger
Agreement.

1

Page 2

    3.  During the Agreement Period, the Stockholder
hereby irrevocably appoints Parent as proxy for and on
behalf of such Stockholder to vote (including, without
limitation, the taking of action by written consent)
such Stockholder's Schedule A Securities, for and in
the name, place and stead of such Stockholder for the
matters and in the manner contemplated by paragraph 1
above.

    4.  During the Agreement Period, the Stockholder
will not, directly or indirectly, (i) take any action
to solicit, initiate or encourage any Acquisition
Proposal (as defined in the Merger Agreement), (ii)
engage in negotiations or discussions with, or disclose
any nonpublic information relating to the Company or
any Subsidiary or afford access to the properties,
books or records of the Company or any Subsidiary to,
or otherwise assist, facilitate or encourage, any
Person (as defined in the Merger Agreement) that may be
considering making, or has made, an Acquisition
Proposal or (iii) acquire beneficial ownership (as
defined in Rule 13d-3 of the Securities Exchange Act of
1934) of any shares of the Company Common Stock in
addition to those set forth in Schedule A (other than
pursuant to or as a result of this Voting Agreement).
The Stockholder agrees to promptly notify Parent after
receipt of any Acquisition Proposal or any indication
from any Person that it is considering making an
Acquisition Proposal or any request for nonpublic
information relating to the Company or any Subsidiary
or for access to the properties, books or records of
the Company or any Subsidiary by any Person that may be
considering making, or has made, an Acquisition
Proposal and will keep Parent fully informed of the
status and details of any such Acquisition Proposal,
indication or request (in each case, to the extent
permitted by any confidentiality agreement to which
such Stockholder is a party).

    5.  The Stockholder hereby agrees not to exercise
any rights (including, without limitation, under
Section 262 of the Delaware General Corporation Law) to
demand appraisal of any shares of Company Common Stock
owned by such Stockholder in connection with the
Merger.

    6.  The Stockholder hereby represents and warrants
to Parent that as of the date hereof:

       (a)   The Stockholder (i) owns beneficially all
     of the shares of Company Common Stock set forth
     opposite the Stockholder<Q2|=>s name in Schedule A
     hereto, and no other shares of Company Common
     Stock, (ii) has the full and unrestricted legal
     power, authority and right to enter into, execute
     and deliver this Voting Agreement without the
     consent or approval of any other person and (iii)
     has not entered into any voting agreement with or
     granted any person any proxy (revocable or
     irrevocable) with respect to such shares (other
     than this Voting Agreement).

       (b)   This Voting Agreement is the valid and
     binding agreement of the Stockholder.

       (c)   No investment banker, broker or finder is
     entitled to a commission or fee from the
     Stockholder or the Company in respect of this
     Agreement based upon any arrangement or agreement
     made by or on behalf of the Stockholder.

    7.  If any provision of this Voting Agreement shall
be invalid or unenforceable under applicable law, such
provision shall be ineffective to the extent of such
invalidity or unenforceability only, without in any way
affecting the remaining provisions of this Voting
Agreement.

2
Page 3

    8.  This Voting Agreement may be executed in two or
more counterparts each of which shall be an original
with the same effect as if the signatures hereto and
thereto were upon the same instrument.

    9.  The parties hereto agree that if for any reason
any party hereto shall have failed to perform its
obligations under this Voting Agreement, then the party
seeking to enforce this Agreement against such non-
performing party shall be entitled to specific
performance and injunctive and other equitable relief,
and the parties hereto further agree to waive any
requirement for the securing or posting of any bond in
connection with the obtaining of any such-injunctive or
other equitable relief. This provision is without
prejudice to any other rights or remedies, whether at
law or in equity, that any party hereto may have
against any other party hereto for any failure to
perform its obligations under this Voting Agreement.

   10.  This Voting Agreement shall be governed by and
construed in accordance with the laws of the State of
Delaware.

   11.  The Stockholder will, upon request, execute and
deliver any additional documents deemed by Parent to be
necessary or desirable to complete and effectuate the
covenants contained herein.

   12.  This Agreement shall terminate upon the
termination of the Agreement Period.

   13.  The Stockholder hereby agrees that if it sells,
transfers, assigns, encumbers or otherwise disposes
(each, a "Transfer") of any Schedule A Securities
(whether to an affiliate or otherwise) during the
Agreement Period, such Stockholder shall require the
transferee of such Schedule A Securities to execute and
deliver to Parent, Merger Co. and the Company a voting
agreement identical in form to this Voting Agreement
except for the identity of the Stockholder prior to or
concurrent with the consummation of such Transfer.
Parent, Merger Co. and the Company understand and
acknowledge that, subject to the preceding sentence,
the Stockholder is free to Transfer any Schedule A
Securities at such times and in such manner as it deems
appropriate.

   14.  All other voting agreements signed with
existing shareholders prior to or concurrently herewith
are substantially identical to this Agreement.

     15.    Nothing in this Agreement, express or
implied, shall confer on any person other than the
parties hereto, and their respective successors and
assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement,
except that clause 4(iii) of this Agreement shall inure
to the benefit of the Company and the Company shall be
entitled to enforce such clause to the same extent as
if it were a party hereto.

   16.  All notices, requests and other communications
to any party hereunder shall be in writing (including
telecopy or similar writing) and shall be given,

     If to Parent or Merger Co., to:

          Thompson Dean
          c/o DLJ Merchant Banking III, Inc.
          277 Park Avenue
          New York, New York 10172
          Telecopy: 212-892-7272
     3
Page 4
     with a copy to:

          George R. Bason, Jr.
          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York 10017
          Telecopy: 212-450-4800

     If to Booth Creek Partners Limited III, LLLP or
Jeffrey J. Joyce, to:

          Booth Creek Partners Limited III, LLLP
          1000 South Frontage Rd., West
          Suite 100
          Vail, Colorado 81657
          Telecopy: 970-476-4030
          Telephone: 970-476-4030


          Jeffrey J. Joyce
          954 New Bedford Court
          Marietta, Georgia 30068
          Telecopy: 770-980-4905
          Telephone: 770-980-4903


     4

Page 5

     with a copy to:

          Randall Doud
          Skadden, Arps, Slate, Meagher & Flom LLP
          4 Times Square
          New York, New York 10036
          Telecopy: 212-735-2000
          Telephone: 212-735-2524

     If to Archer-Daniels-Midland Company, to:

          David Smith, Esq.
          Archer-Daniels-Midland Company
          4666 Faries Parkway
          P.O. Box 1470
          Decatur, IL 62525
          Telecopy:  (217) 424-6196
          Telephone: (217) 424-6183

     with a copy to:

          James E. Nicholson
          Faegre & Benson LLP
          2200 Wells Fargo Center
          90 South Seventh Street
          Minneapolis, MN  55402
          Telecopy: (612) 336-3026
          Telephone:  (612) 336-3203

     or such other address or telecopy or telephone
number as such party may hereafter specify for the
purpose by notice to the other parties hereto.  Each
such notice, request or other communication shall be
effective (a) if given by telecopy, when such telecopy
is transmitted to the telecopy number specified in this
Section and the appropriate telecopy confirmation is
received or (b) if given by any other means, when
delivered at the address specified in this Section.

     5

Page 6

     IN WITNESS WHEREOF, the parties hereto have
executed this Voting Agreement as of the 1st day of
October, 2000.


                              RAWHIDE HOLDINGS
                              CORPORATION


                              By  /s/Ari Benacerraf
                                Name: Ari Benacerraf
                                Title:  President


                              RAWHIDE ACQUISITION
                              CORPORATION


                              By  /s/ Ari Benacerraf
                                Name:  Ari Benacerraf
                                Title:  President


                              BOOTH CREEK PARTNERS
                              LIMITED III, LLLP


                              By  /s/Jeffrey Joyce
                                Name:  Jeffrey Joyce
                                Title:  Executive Vice
President


                              JEFFREY J. JOYCE


                              /s/Jeffrey Joyce


                              ARCHER-DANIELS-
                              MIDLAND COMPANY

                              By  /s/D. J. Smith
                                    Name: D. J. Smith
                                    Title:  Vice
President, Secretary
                                       and General
Counsel
6
Page 7
                      SCHEDULE A
<TABLE>
<CAPTION>
     <S>                      <C>


Stockholder              Shares of Company
                         Common Stock

Booth Creek Partners     3,644,923
Limited III,      LLLP

Jeffrey J. Joyce          643,030

Archer-Daniels-Midland   12,951,400
Company




</TABLE>
7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>COMMITMENT LETTER
<TEXT>


Page 1

            DLJ MERCHANT BANKING III, INC.


                              October 1, 20000


We refer to (i) that certain commitment letter dated as
of the date hereof to Rawhide Holdings Corporation
("Parent") from DLJ Merchant Banking Partners III, Inc.
on behalf of DLJ Merchant Banking Partners III, L.P.
and certain of its affiliated funds and entities
("DLJMB") and certain of its affiliates,
Archer-Daniels-Midland Company ("ADM"), Booth Creek
Partners Limited III, LLLP ("Booth Creek"), Jeffrey J.
Joyce ("Joyce", and together with Booth Creek, the
"Booth Creek Investors") and certain other persons (the
"Equity Commitment Letter") and (ii) the Merger
Agreement (the "Merger Agreement") dated as of the date
hereof among Parent, Rawhide Acquisition Corporation
("Merger Co.") and IBP, inc. (the "Company").  DLJMB
hereby agrees as follows:

     1.  Immediately prior to the Closing (as defined
in the Merger Agreement), DLJMB and/or certain of its
affiliates will purchase that number of shares of
Common Stock of the Company from each of ADM, Booth
Creek and Joyce as is set forth on Exhibit A hereto for
$22.25 per share, subject to the same conditions as
pertain to DLJMB=s obligations to fund its equity
commitment to Parent under the Equity Commitment
Letter.  This is subject to execution and delivery of a
purchase agreement satisfactory to DLJMB containing
customary terms and conditions.  The obligation set
forth in this paragraph shall terminate in the event
that the Agreement Period (as defined in the Voting
Agreement dated as of the date hereof among Parent,
Merger Co., ADM and the Booth Creek Investors (the
"Voting Agreement") expires pursuant to either Sections
1(ii) or (iii) of the Voting Agreement.

     2.  If DLJMB or any of its affiliates proposes to
acquire any Discount Debentures or Warrants (as defined
in the Equity Commitment Letter) from Parent at or
prior to the Closing, ADM, Booth Creek and Joyce shall
each also have the right to acquire Discount Debentures
and Warrants from Parent pro rata to their pro forma
ownership of Common Stock (as set forth in the Equity
Commitment Letter excluding Common Stock held by
Management Investors (as defined therein)) at the same
time and for the same price as DLJMB and/or such
affiliates acquire such Discount Debentures and
Warrants.

     3.  Except in any case where, pursuant to the last
sentence of Section 8.01 of the Merger Agreement, ADM=s
ownership of Parent is to be reduced, if the shares of
Parent to be purchased by ADM pursuant to the Equity
Commitment Letter will amount to more or less than 25%
of the primary equity of Parent as of the Effective
Time (as defined in the Merger Agreement), ADM shall
have the right to acquire upon the terms set forth in
the Equity Commitment Letter, a greater or lesser
number of shares of Parent such that its ownership
interest will amount to 25% of the primary equity of
Parent as of the Effective Time.

     Very truly yours,



1
Page 2

DLJ MERCHANT BANKING III,
INC.

By /s/ Ivy Dodes
     Name: Ivy Dodes
     Title:  Principal


Accepted and agreed as of the
date first above written:

ARCHER-DANIELS-MIDLAND COMPANY


By  /s/D. J. Smith
     Name:  D. J. Smith
     Title:  Vice President, Secretary and General
Counsel


BOOTH CREEK PARTNERS LIMITED III, LLLP


By  /s/Jeffrey Joyce
     Name: Jeffrey Joyce
     Title:  Executive Vice President


JEFFREY J. JOYCE


/s/Jeffrey Joyce

2
Page 3
<TABLE>
<CAPTION>
                      EXHIBIT A

<S>                                               <C>

Stockholder
                                    Number of Shares
                                            3,051,400
Archer-Daniels-Midland Company

Booth Creek Partners Limited III,           1,822,463
LLLP

Jeffrey J. Joyce                              321,514

</TABLE>
3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>




Page 1

                                   October 1, 2000


PERSONAL AND CONFIDENTIAL


Rawhide Holdings Corporation
277 Park Avenue
New York, NY 10172

Ladies and Gentlemen:

     We   understand   that  Rawhide  Holdings   Corporation
("Parent") proposes to acquire (the "Acquisition") IBP, inc.
(the  "Company")  in the manner set forth below.   You  have
advised  us that you propose to acquire the Company pursuant
to  the terms of a merger agreement (the "Merger Agreement")
to  be  entered  into  between Parent,  Rawhide  Acquisition
Corporation  ("Merger  Co.") and  the  Company,  which  will
provide  that  Merger Co. will be merged with and  into  the
Company  (the  "Merger").  In the Merger,  each  outstanding
share of common stock of the Company will be converted  into
the  right to receive $22.25 in cash.  Upon consummation  of
the  Merger,  the  Company will be controlled,  directly  or
indirectly, by the Investors (as defined below).

     You  have  advised us that the total  amount  of  funds
required   to  consummate  the  Merger,  the  surrender   of
outstanding  employee  and director  stock  options  of  the
Company, the refinancing of certain existing indebtedness of
the  Company  and the payment of related fees and  expenses,
will  be  approximately $3,894.2 million.  It is anticipated
that  the  Acquisition will be financed with: (a) borrowings
by  Merger Co. under a senior term loan of $1,148.3  million
(the  "Senior Borrowings"); (b) the issuance by Merger  Co.,
for  cash,  of  not  more  than  $500.0  million  of  senior
unsecured   bridge  notes  and  $400.0  million  of   senior
subordinated    unsecured   bridge   notes   (the    "Bridge
Securities"); (c) the assumption by Merger Co. of all of the
Company=s  outstanding 7.95% Senior Notes  due  2010,  7.45%
Senior  Notes  due 2007, 6.125% Senior Notes  due  2006  and
7.125%  Senior Notes due 2026 (collectively, the "Continuing
Senior   Notes")  in  an  aggregate  principal   amount   of
approximately  $625.0 million and certain  existing  capital
leases  (the  "Continuing Capital Leases") in  an  aggregate
principal amount of approximately $26.7 million; and (d) the
issuance, for both cash and non-cash proceeds, of (i) $994.2
million of common stock of Parent ("Common Stock") and  (ii)
$200.0  million of senior discount debentures of Parent  and
warrants to purchase Common Stock ("Discount Debentures  and
Warrants"),  to  be  purchased by the Investors  or  certain
other persons.

     The  Acquisition and transactions related or incidental
thereto,   including  the  raising  of  funds  required   to
consummate the Acquisition is hereafter referred to  as  the
"Transaction".

     We  are  pleased  to advise you that each  of  (i)  DLJ
Merchant  Banking Partners III, L.P. and certain  affiliated
entities (collectively, the "DLJMB Investors"), (ii)   Booth
Creek  Partners  Limited III, LLLP,  Jeffrey  J.  Joyce  and
Archer-Daniels-Midland  Company  (the  "Co-Investors")   and
(iii)   Robert  L.  Peterson  and  Richard  L.   Bond   (the
"Management   Investors"  and,  together  with   the   DLJMB
Investors   and   Co-Investors,  the  "Investors")   hereby,
severally,  and  not jointly, commit (the  "Commitment")  to
purchase  Common Stock and Discount Debentures and  Warrants
of   Parent   at   such  aggregate  prices  and   for   such
consideration as, in each case, are set forth  opposite  its
name  on the signature pages attached hereto.  Each Investor
shall  purchase  such securities at the same purchase  price
per  security  (i.e. $22.25 whether payable in  cash  or  in
stock  of  the  Company)  as  each  other  Investor.    This
Commitment is subject to the following
1
Page 2
conditions:  (i)  Parent and Merger Co. shall  have  entered
into  the  Merger Agreement and related documents  with  the
Company  providing  for the Merger of  Merger  Co.  and  the
Company,  with  the  Company  continuing  as  the  surviving
corporation,  in the form previously provided;  (ii)  Merger
Co.  shall  have entered into a credit facility and  related
documents  (the  "Credit Documentation")  with  DLJ  Capital
Funding  Inc.  ("Capital Funding") or an  affiliate  thereof
providing for the Senior Borrowing referred to above, all of
which shall be in form and substance reasonably satisfactory
to,  and  none of which shall have been amended without  the
written consent of, the DLJMB Investors and the Co-Investors
(it  being understood that to the extent that (A) the  terms
of any Credit Documentation have been specifically agreed in
that  certain Commitment Letter and Term Sheet dated October
1, 2000 between Capital Funding and the undersigned, and (B)
the  Credit Documentation embodies such specifically  agreed
terms,  then,  as  to such specifically  agreed  terms,  the
Credit   Documentation  will  be  deemed  to  be  reasonably
satisfactory  to  the DLJMB Investors and the  Co-Investors;
(iii) Merger Co. shall have entered into securities purchase
agreements with DLJ Bridge Finance Inc. ("DLJ Bridge  Fund")
or  an affiliate relating to the purchase by DLJ Bridge Fund
or  such  affiliate of the Bridge Securities   (the  "Bridge
Documentation"), all of which shall be in form and substance
reasonably  satisfactory to, and none of  which  shall  have
been amended without the prior written consent of, the DLJMB
Investors and the Co-Investors (it being understood that  to
the  extent  that (A) the terms of any Bridge  Documentation
have  been  specifically agreed in that  certain  Commitment
Letter  and  Term  Sheet dated October 1, 2000  between  DLJ
Bridge   Fund  and  the  undersigned  and  (B)  the   Bridge
Documentation embodies such specifically agreed terms, then,
as   to   such   specifically  agreed  terms,   the   Bridge
Documentation  will be deemed to be reasonably  satisfactory
to  the  DLJMB  Investors  and the Co-Investors);  (iv)  the
terms  of  the Common Stock and the Discount Debentures  and
Warrants  shall  be  reasonably satisfactory  to  the  DLJMB
Investors  and the DLJMB Investors shall have  entered  into
definitive  documentation relating to the Common  Stock  and
the Discount Debentures and Warrants to be purchased by them
in  form and substance reasonably satisfactory to the  DLJMB
Investors;  (v)  the absence of any Material Adverse  Effect
(as  defined  in  the Merger Agreement);  (vi)  any  waiting
period  applicable to the purchase of Common Stock, Discount
Debentures and Warrants contemplated hereby under the  Hart-
Scott-Rodino  Antitrust Improvement Act of 1976  shall  have
expired  or been terminated; and (vii) each of the foregoing
transactions, financings or borrowings shall be  consummated
substantially  simultaneously  with  any  funding   of   the
commitments described herein.

     This  Commitment is not assignable by you.  Nothing  in
this  letter, expressed or implied, shall give  any  person,
other  than the parties hereto, any benefit or any legal  or
equitable right, remedy or claim under this letter.

     Parent  agrees  to  indemnify  and  hold  each  of  the
Investors and DLJ Merchant Banking III, Inc. harmless to the
extent  set forth in Exhibit A to this letter.  At  closing,
Parent  agrees  to reimburse each of the Investors  and  DLJ
Merchant  Banking III, Inc. for all reasonable out-of-pocket
costs,  expenses  and  other  payments,  including  but  not
limited to legal fees and disbursements, incurred or made in
connection with the Transaction.

     This  Commitment  supersedes all prior commitments  and
undertakings,  both  written  and  oral,  by  any   of   the
undersigned with respect to the subject matter thereof.

     This Commitment will expire on the earlier to occur  of
(i)  5:00  p.m.,  New  York time,  October  6,  2000  unless
accepted prior to such date and, if accepted prior  to  such
date, will expire at 5:00 p.m., New York time, on March  31,
2001,  unless  the  definitive agreements  relating  to  the
purchase  of Common Stock, Discount Debentures and  Warrants
by  the DLJMB Investors, the Co-Investors and the Management
Investors  shall have been executed and delivered  and  (ii)
the  date of expiration of the Agreement Period (as  defined
in  the  Voting Agreement dated as of the date hereof  among
Parent,   Merger  Co.  and  the  Co-Investors  (the  "Voting
Agreement")) pursuant to either Sections 1(ii) or 1(iii)  of
the Voting Agreement.

     This Commitment shall be governed by, and construed  in
accordance with, the laws of the State of New York.
2
Page 3
     Please confirm that the foregoing is in accordance with
your  understanding  by  signing  and  returning  to  us  an
executed  duplicate  of this letter.  Upon  your  acceptance
hereof,  this  letter  will constitute a  binding  agreement
among us.

                         Very truly yours,


                         DLJ MERCHANT BANKING III, INC.
                           on behalf of DLJ Merchant Banking
Partners                                    III,  L.P.   and
other        affiliated       funds       and       entities
to be named


                         By: /s/Ivy Dodes
                                Name: Ivy Dodes
                                Title: Principal



                         ARCHER-DANIELS-MIDLAND COMPANY


                         By: /s/D. J. Smith
                                Name:  D. J. Smith
                                  Title:    Vice  President,
Secretary and General Counsel



                         BOOTH  CREEK PARTNERS LIMITED  III,
LLLP


                         By: /s/ Jeffrey Joyce
                                Name:  Jeffrey Joyce
                                  Title:    Executive   Vice
President



                         JEFFREY J. JOYCE


                         /s/Jeffrey Joyce

3
Page 4
                         ROBERT L. PETERSON

                         /s/Robert L. Peterson



                         RICHARD L. BOND


                         /s/Richard L. Bond




Accepted and agreed as of
the date first above written:

RAWHIDE HOLDINGS CORPORATION


By: /s/Ari Benacerraf
       Name:  Ari Benacerraf
       Title: President

4
Page 5


  PARENT SECURITIES TO BE PURCHASED B COMMON STOCK AND
            DISCOUNT DEBENTURES AND WARRANTS

DLJ MERCHANT BANKING            Aggregate Purchase
PARTNERS III, L.P. and other    Price:
Affiliated funds and entities   $911,640,546.51
to
be named


    PARENT SECURITIES TO BE PURCHASED B COMMON STOCK

ARCHER-DANIELS-MIDLAND          Aggregate Purchase
COMPANY                         Price: $220,275,000.0
                                Method of Payment:
                                9,900,000 shares of IBP,
                                inc. Common Stock

BOOTH CREEK PARTNERS            Aggregate Purchase
LIMITED III, LLLP               Price: $40,549,735.0
                                Method of Payment:
                                1,822,460 shares of IBP,
                                inc. Common Stock

JEFFREY J. JOYCE                Aggregate Purchase
                                Price: $7,153,731.0
                                Method of Payment:
                                321,516 shares of IBP,
                                inc. Common Stock

ROBERT L. PETERSON              Aggregate Purchase Price
                                Price: $12,895,200.0
                                Method of Payment:
                                $2,500,000.0 cash and
                                467,200 shares of IBP,
                                inc. Common Stock



RICHARD L. BOND                 Aggregate Purchase Price
                                Price: $1,685,787.5
                                Method of Payment:
                                $1,500,000 cash and 8,350
                                shares of IBP, inc. Common
                                Stock

5
Page 6
                        EXHIBIT A


     Rawhide Holdings Corporation (the "Indemnitor")  agrees
to  indemnify and hold harmless each Investor (as defined in
the  letter  agreement to which this Exhibit A  is  attached
(the "Letter Agreement")) and DLJ Merchant Banking III, Inc.
and  each  of their respective affiliates and partners,  and
each  of  their  affiliates, and the  respective  directors,
officers,  agents  and  employees of any  of  the  foregoing
(collectively,  the "Investor Group") from and  against  any
claims, actions, proceedings, demands, liabilities, damages,
judgments,  assessments, losses, costs, including  fees  and
expenses,  and  other  liabilities  arising  out  of  or  in
connection  with the Commitment (as such term is defined  in
the   Letter   Agreement),  the  transactions   contemplated
thereby, or any actions or inactions on behalf of any of the
members  of the Investor Group in connection with  any  such
Commitment or transactions and will reimburse any member  of
the Investor Group for all such fees and expenses, including
the  reasonable fees of counsel, as they are incurred by any
member  of the Investor Group in connection with any pending
or  threatened litigation, whether or not any member of  the
Investor Group is a party. The Indemnitor will, however, not
be  responsible to any member of the Investor Group for  any
claims,  liabilities, losses, damages or expenses  that  are
determined  by  final  judgment  of  a  court  of  competent
jurisdiction  to  have resulted solely  from  such  member's
willful  breach  of  its Commitment or gross  negligence  or
willful misconduct in connection with any of the actions  or
inactions  referred  to above.  The Indemnitor  also  agrees
that  no  member  of  the  Investor  Group  shall  have  any
liability,  whether  in  contract, tort  or  otherwise,  for
claims,  liabilities, damages, losses or expenses, including
legal  fees,  incurred  by the Indemnitor  unless  they  are
determined  by  final  judgment  of  a  court  of  competent
jurisdiction  to  have resulted solely  from  such  member's
willful  breach  of  the Commitment or gross  negligence  or
willful misconduct in connection with any of the actions  or
inactions referred to above.

     In  case any action shall be brought against any member
of the Investor Group with respect to which indemnity may be
sought  against  the Indemnitor under this  agreement,  such
member  of  the  Investor Group shall  promptly  notify  the
Indemnitor in writing; provided that failure to do so  shall
not relieve the Indemnitor from any liability it may have on
account of this indemnity or otherwise, except to the extent
the Indemnitor shall have been materially prejudiced by such
failure.  The Indemnitor shall, if requested by DLJ Merchant
Banking III, Inc., assume the defense of any such action  or
proceeding, including the employment of counsel satisfactory
to  DLJ  Merchant Banking III, Inc. and the payment  of  all
fees  and  expenses related thereto.  DLJ  Merchant  Banking
III, Inc. shall have the right to employ separate counsel in
such action and participate in the defense thereof, but  the
fees  and expenses of such separate counsel shall be at  the
expense  of  DLJ  Merchant  Banking  Inc.  unless:  (i)  the
Indemnitor  has  failed  to assume the  defense  and  employ
counsel  satisfactory to DLJ Merchant Banking III,  Inc.  or
(ii)  the  named  parties to any such action (including  any
impleaded parties) include any member of the Investor  Group
and the Indemnitor, and DLJ Merchant Banking III, Inc. shall
have been advised by such separate counsel that there may be
one  or  more legal defenses available to it (or such  other
member  of the Investor Group) which are different  from  or
additional  to those available to the Indemnitor,  provided,
however,  that  the Indemnitor shall not in  such  event  be
responsible hereunder for the fees and expenses of more than
one  such firm of separate counsel, in addition to any local
counsel.   The  Indemnitor  will  not  be  liable  for   any
settlement  of any such action effected without the  written
consent  of  the Indemnitor (which shall not be unreasonably
withheld),  and,  except as provided above,  the  Indemnitor
agrees  to  indemnify and hold harmless each member  of  the
Investor  Group  from and against any loss or  liability  by
reason of settlement of any action effected with the consent
of  the  Indemnitor.  In addition, the Indemnitor will  not,
without  the  prior written consent of DLJ Merchant  Banking
III, Inc., settle, compromise or consent to the entry of any
judgment  in or otherwise seek to terminate any  pending  or
threatened  action  in respect of which  indemnification  or
reimbursement may be sought hereunder (whether  or  not  any
member  of  the  Investor Group is a party thereto),  unless
such settlement, compromise, consent or termination includes
an  unconditional  release of each of  the  members  of  the
Investor   Group  from  all  claims,  actions,  proceedings,
demands,   liabilities,  damages,  judgments,   assessments,
losses,  costs  and other liabilities arising  out  of  such
action.
6
Page 7

     If   any   term,  provision,  covenant  or  restriction
contained  in this Exhibit A is held by a court of competent
jurisdiction  or  other  authority  to  be  invalid,   void,
unenforceable   or  against  its  regulatory   policy,   the
remainder   of   the   terms,  provisions,   covenants   and
restrictions contained herein shall remain in full force and
effect  and  shall  in  no  way  be  affected,  impaired  or
invalidated.

     The  obligations  of the Indemnitor  set  forth  herein
shall apply to any modification of the Letter Agreement  and
shall  remain  in  full force and effect regardless  of  any
termination  of,  or the completion of the  members  of  the
Investor  Group=s  obligations  under  the  Commitment   and
services under or in connection with, such agreement.

7
_______________________________
     fn1  Consisting of: (i) $711,640,546.5 in both cash and
shares of IBP, inc. Common Stock valued at $22.25 per share
and (ii) $200,000,000 of Discount Debentures and Warrants.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
