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<SEC-DOCUMENT>0000100493-00-000012.txt : 20001211
<SEC-HEADER>0000100493-00-000012.hdr.sgml : 20001211
ACCESSION NUMBER:		0000100493-00-000012
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001208

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TYSON FOODS INC
		CENTRAL INDEX KEY:			0000100493
		STANDARD INDUSTRIAL CLASSIFICATION:	POULTRY SLAUGHTERING AND PROCESSING [2015]
		IRS NUMBER:				710225165
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0927

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-14704
		FILM NUMBER:		786176

	BUSINESS ADDRESS:	
		STREET 1:		2210 W OAKLAWN DR
		CITY:			SPRINGDALE
		STATE:			AR
		ZIP:			72762-6999
		BUSINESS PHONE:		5012904000

	MAIL ADDRESS:	
		STREET 1:		P O BOX 2020
		STREET 2:		P O BOX 2020
		CITY:			SPRINGDALE
		STATE:			AR
		ZIP:			72765-2020
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10K REPORT FOR TYSON FOODS, INC.
<TEXT>










































<PAGE>
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the fiscal year ended September 30, 2000

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from ________________ to ________________

     Commission File No. 0-3400

                             TYSON FOODS, INC.
          (Exact Name of Registrant as specified in its Charter)

            Delaware                                71-0225165
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

2210 West Oaklawn Drive, Springdale, Arkansas      72762-6999
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code: (501) 290-4000

Securities Registered Pursuant to Section 12(b) of the Act:

     Title of Each Class      Name of Each Exchange on Which Registered
     -------------------      -----------------------------------------
     Class A Common Stock,         New York Stock Exchange, Inc.
       Par Value $0.10

Securities Registered Pursuant to Section 12(g) of the Act:
     Not Applicable

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of  1934  during the preceding 12 months, and (2) has been subject to  such
filing requirements for the past 90 days.  Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405  of  Regulation S-K is not contained herein, and will not be contained,
to  the  best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K  or  any
amendment to this Form 10-K.  [ ]

On September 30, 2000, the aggregate market value of the Class A Common and
Class  B  Common voting stock held by non-affiliates of the registrant  was
$1,124,625,160 and $464,880, respectively.

On  September  30, 2000, there were outstanding 121,899,309 shares  of  the
registrant's Class A Common Stock, $0.10 par value, and 102,645,048  shares
of its Class B Common Stock, $0.10 par value.

                             Page 1 of 94 Pages
            The Exhibit Index appears on pages 19 through 24
<PAGE>
                    DOCUMENTS INCORPORATED BY REFERENCE

The  following documents or the indicated portions thereof are incorporated
herein  by  reference into the indicated portions of this Annual Report  on
Form   10-K:  (i)  pages  20-52  of  the  registrant's  Annual  Report   to
Shareholders for fiscal year ended September 30, 2000 (the "Annual Report")
which  are  filed as Exhibit 13 to this Form 10-K and (ii) the registrant's
definitive   Proxy  Statement  for  the  registrant's  Annual  Meeting   of
Shareholders to be held January 12, 2001 (the "Proxy Statement").

                                  PART I

     Item 1.  Business


       Pages  20  through  28  of  the  Annual  Report  under  the  caption
"Management's Discussion and Analysis."


                                  PART II


       Item   5.   Market  for  Registrant's  Common  Equity  and   Related
Stockholder Matters

      Pages  34, 48 and 51 of the Annual Report under the captions "Capital
Stock",  "Eleven-Year Financial Summary"  and "Closing Price  of  Company's
Common Stock."


     Item 6.  Selected Financial Data

     Pages 48 of the Annual Report under the caption "Eleven-Year Financial
Summary."


      Item  7.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

       Pages  20  through  28  of  the  Annual  Report  under  the  caption
"Management's Discussion and Analysis."

     Item 7A.  Quantitative and Qualitative Disclosure About Market Risks

     Pages 25 through 27 of the Annual Report under the caption "Market
Risk."

     Item 8.  Financial Statements and Supplementary Data

      Pages  29  through 45 and 47 of the Annual Report under the  captions
"Consolidated   Statements  of  Income,"  "Consolidated  Balance   Sheets,"
"Consolidated    Statements   of   Shareholders'   Equity,"   "Consolidated
Statements of Cash Flows," "Notes to Consolidated Financial Statements" and
"Report of Independent Auditors."




                                     2
<PAGE>
                                 Part III

     Item 10.  Directors and Executive Officers of the Registrant

      The  information set forth under the captions "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting" in the Proxy Statement.


     Item 11.  Executive Compensation

      The  information set forth under the caption "Executive  Compensation
and Other Information" in the Proxy Statement.


      Item  12.   Security  Ownership  of  Certain  Beneficial  Owners  and
Management

      The information set forth under the captions "Principal Shareholders"
and "Security Ownership of Management" in the Proxy Statement.


     Item 13.  Certain Relationships and Related Transactions

      The information set forth under the caption "Certain Transactions" in
the Proxy Statement.

































                                     3
<PAGE>
                                  PART I

ITEM 1.  BUSINESS

General

      Tyson  Foods,  Inc.  and its various subsidiaries (collectively,  the
"Company") produce, distribute and market chicken, Mexican foods,  prepared
foods,  animal  and  pet  food  ingredients  and  live  swine.   Tyson  has
strengthened  its focus on its core business, chicken.  The Company's  goal
is  to  be the undisputed world leader in growing, processing and marketing
chicken  and  chicken-based food products.  Tyson is a  totally  integrated
poultry  company.   As the owner of Cobb-Vantress, the number-one  breeding
stock  supplier in the world, Tyson invests in breeding stock research  and
development.  This allows the Company to breed into its flocks the  natural
characteristics  found  to  be most desirable.   The  Company's  integrated
operations  consist  of  breeding and rearing  chickens,  as  well  as  the
processing,  further-processing and marketing of these food  products.  The
Company's  products are marketed and sold to national and regional  grocery
chains,  regional grocery wholesalers, clubs and warehouse stores, military
commissaries, industrial food processing companies, national  and  regional
chain restaurants or their distributors, international export companies and
domestic distributors who service restaurants, foodservice operations  such
as  plant  and school cafeterias, convenience stores, hospitals  and  other
vendors.  Sales  are  made  by  the  Company's  sales  staffs  located   in
Springdale,  Arkansas,  in  regions throughout the  United  States  and  in
several  foreign  countries. Additionally, sales  to  the  military  and  a
portion  of  sales  to  international markets are made through  independent
brokers  and trading companies. The Company is a fully-integrated producer,
processor  and  marketer  of  a  variety of  food  products.   The  Company
presently identifies segments based on the products offered and the  nature
of  customers, resulting in four reported business segments: Food  Service,
Consumer  Products, International and Swine. The Company commenced business
in  1935,  was incorporated in Arkansas in 1947, and was reincorporated  in
Delaware in 1986.

Description

      Originally,  the  Company  was a producer and  distributor  of  fresh
chicken.  The  Company developed a strategy to reduce  the  impact  of  the
commodity  market  of the fresh chicken business through value-enhancement.
As  the  industry  leader in value-enhanced chicken products,  the  Company
utilizes  national and regional advertising, special promotions  and  brand
identification,  and  meets the varying demands of  its  customers  through
capital  expenditures  and strategic acquisitions.  With  further-processed
chicken  products, grain costs as a percentage of total product  costs  are
reduced  because  of the value added to the products by cutting,  deboning,
cooking, packaging and/or freezing the chicken.










                                     4
<PAGE>
      The  Company's vertically-integrated chicken process begins with  the
grandparent  breeder  flocks.  Breeder farms specialize  in  producing  the
generations  of male and female strains, with the broiler being  the  final
progeny.  The breeder flocks are raised to maturity in grandparent  growing
and  laying  farms where fertile eggs are produced.  The fertile  eggs  are
incubated  at the grandparent hatchery and produce male and female  pullets
(i.e.,  the  parents).   The pullets are sent to breeder  houses,  and  the
resulting  eggs  are  sent to Company hatcheries.   Once  the  chicks  have
hatched, they are sent to broiler farms.  There, contract growers care  for
and  raise  the  chicks  according  to  Company  standards  and  under  the
supervision of Company technical service personnel until the broilers  have
reached  the desired processing weight.  The adult chickens are caught  and
hauled   to  processing  plants.   The  finished  products  are   sent   to
distribution  centers  and  then  transported  to  customers.   Vertically-
integrated  poultry  companies operate their  own  feed  mills  to  produce
scientifically-formulated  feeds.   Corn  and  soybean   meal   are   major
production  costs in the poultry industry, representing roughly  70-75%  of
the  cost  of  growing  a  chicken. The Company processed  approximately  7
billion pounds of consumer chicken during fiscal 2000.

     The  Company's chicken business consists of the Food Service, Consumer
Products and International segments.  Food Service provides a full range of
products from raw to fully-cooked, marinated, breaded, glazed or portioned.
Food   Service  products  are  sold  across  the  country  to  restaurants,
institutional, industrial and supermarket deli customers.   This  group  is
responsible  for  almost  half  the  Company's  total  sales  and  is   the
cornerstone  of Tyson's value-added strategy.  By selling more  value-added
products,  Tyson  somewhat insulates itself from the  price  volatility  of
commodity  poultry, better meets its customers' needs and positions  itself
for  sales growth.  Consumer Products is composed of retail, club store and
military commissary divisions.  Tyson sells to every national grocery store
chain and every wholesale club chain in the United States and to every U.S.
military commissary in the world.  Retail customers purchase Tyson products
for  the at-home consumption market.  These customers include national  and
regional  grocery  chains  and  grocery  wholesalers.   Club  stores  offer
products  aimed  at  the consumer willing to buy in  larger  quantities  to
realize cost savings and to foodservice operators who prefer to purchase in
smaller  quantities from a club store rather than from a distributor.   The
Company's  International segment is focused on growing from an exporter  of
low-valued  products  to a market-oriented, globalized  division,  building
value  through  long-term  brand establishment  and  value-added  products.
Exported   value-added  products  include  breaded,  fully-cooked  chicken,
prepared  meals  and  product lines created for  specific  foodservice  and
retail  customers.  Commodity chicken products include dark  meat  segments
such  as drumsticks, thighs and items with low domestic value such as feet,
wing tips and necks. The international division exported to 73 countries in
fiscal  2000. Major markets include China, Hong Kong, Japan, Mexico, Puerto
Rico and Russia.

     The Company's farrow to finish swine operations, which include genetic
and  nutritional research, breeding, farrowing and feeder pig finishing and
the marketing of live swine to regional and national packers, are conducted
in  Arkansas,  Missouri,  North Carolina and  Oklahoma.  The  Company  sold
approximately 2 million head of feeder pigs and market weight live swine in
fiscal 2000.



                                     5
<PAGE>
     The  Company's  other groups include Mexican Original, Culinary  Foods
and  Mallard's Food Products which produce flour and corn tortilla products
and  specialty pasta and meat dishes, for restaurants, airlines  and  other
major  customers.  The  Company's wholly owned  subsidiary,  Cobb-Vantress,
supplies  chicken breeding stock.  The Company's World Resources subsidiary
trades  agricultural  goods  worldwide.  Additionally,  the  Company's  by-
products  operations convert inedible chicken by-products  into  high-grade
pet food and animal feed ingredients.

Sources of Revenue

      The  following table sets forth the relative sources of the Company's
sales by segment for the last three fiscal years.

                                            For Fiscal Year Ended
                                            ---------------------
                                       2000         1999          1998
                                       ----         ----          ----
Food Service(1)                       $3,312       $3,354        $3,329
Consumer Products(2)                   2,250        2,252         2,074
International(3)                         657          645           593
Swine(4)                                 157          110           160
Seafood(5)                                -           189           214
Other (6)                                782          813         1,044
                                      ------       ------        ------
Total                                 $7,158       $7,363        $7,414
                                      ======       ======        ======

(1)   Includes  products  such as chicken patties and  nuggets,  pre-cooked
chicken, individually-quick-frozen chicken segments, pre-packaged and  pre-
priced  chicken,  Cornish  game hens and other chicken  products  to  which
certain  processes  are  added  to enhance their  value  to  the  Company's
customers.  Also  includes fresh and frozen chicken products  sold  without
value  enhancements. These products are sold through domestic  foodservice,
specialty  and  commodity distributors who deliver to restaurants,  schools
and  other  foodservice accounts. Food Service products are sold under  the
following  brands  and registered trademarks: Tyson, Honey  Stung,  Tyson's
Pride, HoneyBest, Wing Stingers, W.W. Flyers, Signature Specialties, Flavor-
Redi, Lady Aster, Quality Cuisine, Our Finest, Mexican Original and McCarty
Foods.

(2)  Includes  products  such as chicken patties  and  nuggets,  pre-cooked
chicken, individually-quick-frozen chicken segments, pre-packaged and  pre-
priced  chicken,  Cornish  game hens and other chicken  products  to  which
certain  processes  are  added  to enhance their  value  to  the  Company's
customers.  Also  includes fresh and frozen chicken products  sold  without
value  enhancements.   These  products are  sold  through  domestic  retail
markets for at-home consumption and through wholesale club markets targeted
to  small  foodservice operators, individuals and small businesses.  Tyson,
Weaver,  Tyson  Holly Farms, Mexican Original and Mallard's are  registered
trademarks under which the Company sells Consumer Products.

(3)    Includes  the  complete  line  of chicken  products,  including  leg
quarters, sold throughout the world.

(4)  Includes feeder pig finishing and marketing of live swine to regional
and national packers.

                                     6
<PAGE>
(5)  Includes  surimi-based  products  as  well  as  breaded  and  battered
seafood, filets and crab.  The seafood business was sold on July 17, 1999.

(6)  Other  includes  Mexican  Original,  Culinary  Foods,  Mallard's  Food
Products,  the  Company's wholly owned Cobb-Vantress  and  World  Resources
subsidiaries,  as well as the Company's turkey and egg products  facilities
which were sold on December 31, 1998.

Marketing and Distribution

      The  Company seeks to develop and increase the demand for and  market
share  of a product or product line through concentrated national and local
advertising  and  other promotional efforts.  These coordinated  activities
stress  the  quality and value proposition of the products while supporting
and building brand awareness. The Company's principal marketing strategy is
to  identify  target  markets for value-enhanced food  products  consisting
primarily  of chicken based food products. The Company identifies  distinct
markets  and business opportunities through extensive consumer  and  market
research.  The Company concentrates production, sales and marketing efforts
in  order  to  appeal  to and enhance the demand from  those  markets.  The
Company  utilizes  its  national distribution system and  customer  support
services to achieve a dominant market position for its products.

      The  Company's nationwide distribution system utilizes a  network  of
food  distributors which is supported by cold storage warehouses  owned  or
leased  by  the  Company,  by public cold storage  facilities  and  by  the
Company's  transportation  system. The  Company  ships  products  from  two
Company-owned  consolidated  frozen  food  distribution  centers  having  a
storage  capacity  of approximately 58 million pounds, from  a  network  of
public  cold  storages, from other owned or leased facilities  or  directly
from plants.  The Company has a total frozen storage capacity in excess  of
142 million pounds, excluding public or outside cold storage. The Company's
distribution centers facilitate accumulating frozen products so that it can
fill  and  consolidate  less-than-truckload orders  into  full  truckloads,
thereby  decreasing  shipping costs while increasing customer  service.  In
addition, customers are provided with a selection of products that  do  not
require  large volume orders. The Company's distribution system enables  it
to   supply  large  or  small  quantities  of  products  to  meet  customer
requirements anywhere in the continental United States.

      The  Company continues to believe that Asia offers potential in terms
of  developing processing facilities. The Company recently entered  into  a
joint venture in China to further process U.S. produced meat. The Company's
joint  venture,  to  create a commercial feed and swine  operation  in  the
Philippines, called Fil-Am Foods, Inc., with Aboitiz Equity Ventures,  Inc.
and  PM  Nutrition Company, Inc., a subsidiary of Purina Mills,  Inc.,  has
been  operational since 1999. Meanwhile, the Company's subsidiary in Mexico
continues  to grow rapidly under improving economic conditions. The  Mexico
subsidiary suffered from an outbreak of the Exotic Newcastle disease during
the year, reducing its sales and profits.  By year end the disease had been
eradicated  from  the  Company's  facilities  and  production  volumes  had
recovered  to  normal  levels.  The Company has entered  into  a  technical
service  agreement with Grupo Melo in Panama to assist Grupo Melo with  the
production  of further processed products and allowing them to license  the
Tyson brand.  Additionally, Cobb-Vantress, Inc., a wholly-owned subsidiary,
has  entered into a joint venture agreement with a company to build  a  180
thousand capacity breeder farm in China.

                                     7
<PAGE>
Raw Materials and Sources of Supply

      The  primary  raw  materials  used by  the  Company  in  its  chicken
operations  consist  of  feed ingredients, cooking  ingredients,  packaging
materials  and cryogenic agents. The Company believes that its  sources  of
supply  for  these  materials are adequate for its present  needs  and  the
Company does not anticipate any difficulty in acquiring these materials  in
the  future. While the Company produces substantially all of its  inventory
of  breeder  chickens and live broilers, it has the capability to  purchase
live, ice-packed or deboned chicken to meet production requirements.

Patents and Trademarks

      The  Company  has registered a number of trademarks relating  to  its
products  which  either  have  been approved  or  are  in  the  process  of
application.  Because the Company does a significant amount of  brand  name
and  product  line  advertising to promote its products, it  considers  the
protection of such trademarks to be important to its marketing efforts. The
Company has also developed non-public proprietary information regarding its
production  processes  and  other  product-related  matters.  The   Company
utilizes  internal procedures and safeguards to protect the confidentiality
of such information, and where appropriate, seeks patent protection for the
technology it utilizes.

Seasonal Demand

      The demand for the Company's products generally increases during  the
spring  and summer months and generally decreases during the winter months.
Because  of the somewhat seasonal character of the Company's business,  the
Company  may  increase its finished product inventories during  the  winter
months in anticipation of increased spring and summer demands.

Industry Practices

      The Company's agreements with its customers are generally short-term,
verbal  agreements  due primarily to the nature of its  products,  industry
practice and the fluctuation in demand and price for such products.

Customer Relations

      No  single customer of the Company accounts for more than ten percent
of  the  Company's consolidated revenues. However, two customers  represent
approximately  19%  of  the Food Service segment's sales,  three  customers
represent  approximately 49% of the Consumer Products segment's  sales  and
two  customers  represent  approximately 59% of Swine  sales.  The  Company
believes the loss of any single customer would not have a material  adverse
effect  on the Company's business. Although any extended discontinuance  of
sales  to any major customer could, if not replaced, have an impact on  the
Company's  operations, the Company does not anticipate any such occurrences
due to the demand for its products and its ability to obtain new customers.

Backlog of Orders

     There is no significant backlog of unfilled orders for the Company's
products.



                                     8
<PAGE>
Competition

      The Company's food products compete with those of other national  and
regional   food   producers  and  processors  and  certain  prepared   food
manufacturers.  Additionally,  the  Company's  food  products  compete   in
international  markets around the world. The Company's principal  marketing
and  competitive strategy is to  identify target markets for value-enhanced
products, to concentrate production, sales and marketing efforts  in  order
to  appeal to and enhance the demand from those markets and, utilizing  its
national  distribution system and customer support services, to  achieve  a
dominant market position for its products. Past efforts have indicated that
customer   demand   generally  can  be  increased  and  sustained   through
application  of  the  Company's marketing strategy,  as  supported  by  its
distribution system.

Research and Development

     The Company conducts continuous research and development activities to
improve  the  strains  of  primary  chicken  breeding  stock,  the  genetic
qualities  of  swine,  and  finished product development.  Additionally,  a
separate  staff  of  research and development personnel  is  maintained  to
develop and provide for product needs. The annual cost of such research and
development programs is less than one percent of total consolidated  annual
sales.

Regulation

      The  Company's facilities for processing chicken and for housing live
chicken and swine are subject to a variety of federal, state and local laws
relating  to  the  protection  of  the  environment,  including  provisions
relating  to the discharge of materials into the environment,  and  to  the
health  and  safety  of its employees. The Company's  chicken  and  Mexican
Original  processing  and  distribution  facilities  are  also  subject  to
extensive  inspection  and regulation by the United  States  Department  of
Agriculture. Additionally, the Company's chicken processing facilities  are
participants in the government's pilot Hazardous Analysis Critical  Control
Point  (HACCP)  program.  The  cost  of  compliance  with  such  laws   and
regulations  has  not  had  a material adverse effect  upon  the  Company's
capital  expenditures,  earnings or competitive  position  and  it  is  not
anticipated to have a material adverse effect in the future.

Employees and Labor Relations

     As  of  September 30, 2000, the Company employed approximately  68,000
persons.  The  Company believes that its relations with its  workforce  are
good.












                                     9
<PAGE>
Set forth below is a listing of the Company facilities which have employees
subject to a collective bargaining agreement together with the name of  the
union party to the collective bargaining agreement, the number of employees
at  the  facility subject thereto and the expiration date of the collective
bargaining agreement currently in effect.

Location                   Union      No. of People      Expiration Date
- --------                   -----      -------------      ---------------
Albertville, AL             UFCW           750           December 31, 2001
Ashland, AL                 UFCW           775           February 24, 2002
Berlin, MD                  UFCW           250           December 21, 2001
Berlin, MD                Teamsters        250           December 16, 2001
Buena Vista, GA            RWDSU         1,225           November 1, 2003
Carthage, TX                UFCW           700           November 8, 2003
Center, TX                  UFCW         1,000           February 1, 2003
Chicago, IL             Truck Drivers      900           October 6, 2001
Cleveland, MS              RWDSU           450           February 22, 2004
Corydon, IN                 UFCW           400           January 26, 2002
Corydon, IN             Steelworkers        50           October 12, 2002
Dardanelle, AR              UFCW         1,075           November 3, 2001
Gadsden/Blountsville, AL  Teamsters         25           March 31, 2001
Gadsden, AL                RWDSU         1,000           November 8, 2001
Glen Allen, VA              UFCW           975           November 1, 2001
Robards, KY                 UFCW           800           April 21, 2001
Hope, AR                    UFCW         1,350           March 2, 2003
Jackson, MS                 UFCW           775           December 28, 2002
Jacksonville, FL          Teamsters        750           December 31, 2002
Noel, MO                    UFCW         1,425           December 2, 2002
Pine Bluff, AR              UFCW           300           October 12, 2002
Shelbyville, TN            RWDSU           975           November 15, 2002
Shelbyville, TN           Teamsters         25           August 4, 2001
Wilkesboro, NC            Teamsters         50           November 4, 2001
Wilkesboro, NC            Teamsters         75           November 4, 2001
Wilkesboro, NC            Teamsters        100           November 4, 2001

UFCW - United Food and Commercial Workers Union
RWDSU - Retail, Wholesale, Department Store Union

The  Company  has not experienced any strike or work stoppage which  had  a
material impact on operations.


CAUTIONARY  STATEMENTS  RELEVANT  TO FORWARD-LOOKING  INFORMATION  FOR  THE
PURPOSE  OF  "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES  LITIGATION
REFORM ACT OF 1995

      The Company and its representatives from time to time make written or
oral  forward-looking statements with respect to their  current  views  and
estimates  of  future economic circumstances, industry conditions,  company
performance  and  financial results. These forward-looking  statements  are
subject to a  number of  factors and uncertainties  which  could  cause the
Company's  actual  results and experiences to differ  materially  from  the
anticipated  results  and  expectations expressed in  such  forward-looking
statements.  The  Company  wishes to caution readers  not  to  place  undue
reliance on any forward-looking statements, which speak only as of the date
made.


                                    10
<PAGE>
     Among the factors that may affect the operating results of the Company
are  the following:  (i) fluctuations in the cost and availability  of  raw
materials,  such as feed grain costs; (ii) changes in the availability  and
relative  costs of labor and contract growers; (iii) market conditions  for
finished   products,  including  the  supply  and  pricing  of  alternative
proteins; (iv) effectiveness of advertising and marketing programs; (v) the
ability  of  the Company to make effective acquisitions and to successfully
integrate  newly acquired businesses into existing operations;  (vi)  risks
associated  with leverage, including cost increases due to rising  interest
rates;  (vii) risks associated with effectively evaluating derivatives  and
hedging  activities  (viii)  changes in  regulations  and  laws,  including
changes  in accounting standards, environmental laws, occupational,  health
and  safety laws; (ix) adverse results from on-going litigation; (x) access
to  foreign  markets  together with foreign economic conditions,  including
currency  fluctuations;  and (xi) the effect of,  or  changes  in,  general
economic conditions.


ITEM 2.  PROPERTIES

      The  Company currently has production and distribution operations  in
the  following  states:  Alabama, Arkansas, California,  Florida,  Georgia,
Illinois,   Indiana,  Kentucky,  Maryland,  Mississippi,  Missouri,   North
Carolina,   Oklahoma,   Pennsylvania,  Tennessee,   Texas   and   Virginia.
Additionally, the Company, either directly or through its subsidiaries, has
facilities  in  or participates in joint venture operations  in  Argentina,
Brazil,  China,  Denmark, Indonesia, Japan, Korea,  Malaysia,  Mexico,  the
Philippines, Puerto Rico, Russia, Spain, the United Kingdom and Venezuela.

      The  principal  chicken  operations of  the  Company  consist  of  61
processing  plants.  These  plants  are  devoted  to  various   phases   of
slaughtering, dressing, cutting, packaging, deboning or further-processing.
The total slaughter capacity is approximately 49 million head per week.

     To support the above facilities the Company operates 38 feed mills and
77  broiler  hatcheries with sufficient capacity to meet the needs  of  the
chicken  growout  operations.  In addition, the Company owns  chicken  cold
storage facilities with a capacity of approximately 142 million pounds.

     The  Company's  swine  operations consist of 176 swine  farrowing  and
nursery units and 554 swine finishing units. These swine growout operations
are supported by 3 dedicated feed mills supplemented by the production from
the  chicken  operations' feed mills. In addition, the Company  operates  a
grain  drying  and 2 storage facilities in support of its swine  feed  mill
operations.

      The  Company's  other  operations  consist  of  8  processing  plants
supported by 5 additional freezer storage facilities.  Additionally,  other
operations  include  12 rendering plants with the capacity  to  produce  28
million  pounds of animal protein products per week supported by 3  freezer
facilities.  The Company also has 18 ground pet food processing  operations
in connection with chicken processing plants capable of producing 8 million
pounds of product per week, as well as 2 blending mill operations.





                                    11
<PAGE>
      The  Company  owns its major operating facilities with the  following
exceptions:  2 chicken primary processing plants are leased until  2003,  1
chicken emulsified plant is leased month to month, 1 distribution center is
leased  until  2003 and 1 distribution center is leased  year  to  year,  2
feedmills  and 2 hatcheries are leased until 2003, 386 breeder farm  houses
are leased under agreements expiring at various dates through 2003 and four
breeder  farm  houses  are leased month to month, 82  swine  farrowing  and
nursery  units and 269 swine finishing units are leased under  one  to  ten
year renewable lease agreements, with the majority expiring in 2002.

       Management  believes  that  the  Company's  present  facilities  are
generally  adequate and suitable for its current purposes. In general,  the
Company's facilities are fully utilized. However, seasonal fluctuations  in
inventories  and production may occur as a reaction to market  demands  for
certain products.  The Company regularly engages in construction and  other
capital  improvement projects intended to expand capacity and  improve  the
efficiency of its processing and support facilities.

ITEM 3.   LEGAL PROCEEDINGS

     On June 22, 1999, 11 current and former employees of the Company filed
the  case  of M.H. Fox, et al. v. Tyson Foods, Inc. (Fox v. Tyson)  in  the
U.S.  District  Court  for the Northern District of  Alabama  claiming  the
Company  violated requirements of the Fair Labor Standards  Act.  The  suit
alleges  the  Company failed to pay employees for all hours  worked  and/or
improperly  paid them for overtime hours.  The suit generally alleges  that
(i)  employees should be paid for time taken to put on and take off certain
working  supplies at the beginning and end of their shifts and  breaks  and
(ii) the use of "mastercard" or "line" time fails to pay employees for  all
time  actually  worked.  Plaintiffs seek to represent  themselves  and  all
similarly  situated current and former employees of the Company. At  filing
159  current and/or former employees consented to join the lawsuit and,  to
date,  approximately  4,900  consents  have  been  filed  with  the  court.
Discovery in this case is ongoing.  A hearing was held on March 6, 2000, to
consider  the  plaintiff's request for collective action certification  and
court-supervised  notice.   No  decision  has  been  rendered.  The Company
believes  it  has substantial defenses to the claims made  and  intends  to
vigorously defend the case;  however, neither the likelihood of unfavorable
outcome nor the amount of ultimate liability, if any, with respect to  this
case can be determined at this time.

     Substantially  similar suits have been filed against other  integrated
poultry   companies.   In  addition,  organizing  activity   conducted   by
representatives  or  affiliates of the United Food and  Commercial  Workers
Union  against the poultry industry has encouraged worker participation  in
Fox v Tyson and the other lawsuits.

     On February 9, 2000, the Wage and Hour Division of the U.S. Department
of  Labor  (DOL) began an industry-wide investigation of poultry producers,
including the Company, to ascertain compliance with various wage  and  hour
issues.   As  part  of  this investigation, the DOL  inspected  14  of  the
Company's   processing  facilities.   The  Company  has  begun  preliminary
discussions  with  the  DOL  regarding  its  investigation  to  discuss   a
resolution of potential claims that might be asserted by the DOL.




                                    12
<PAGE>
     The  Company  has been advised of an investigation by the  Immigration
and  Naturalization Service (INS) and the U.S. Attorney's  Office  for  the
Eastern  District of Tennessee into possible violations of the  Immigration
and  Naturalization Act at several of the Company's locations.  On  October
5,  2000,  the  Company was advised that, in addition to a  number  of  its
employees,  the  Company  itself is a subject of  the  investigation.   The
outcome of the investigation and any potential liability on the part of the
Company cannot be determined at this time.

     On   January  20,  2000,  McCarty  Farms,  Inc.  (McCarty),  a  former
subsidiary  of  the  Company which has been merged into  the  Company,  was
indicted  in  the  U.S.  District  Court  for  the  Southern  District   of
Mississippi, Jackson Division, for conspiracy to violate the federal  Clean
Water Act.  The alleged conspiracy arose out of McCarty's partial ownership
of Central Industries, Inc.  (Central), which operates a rendering plant in
Forest,  Miss.  On November 3, 2000, Central pled to 25 counts  of  knowing
violations  of  the  Act and one count of conspiracy  pursuant  to  a  plea
agreement,  which  resulted in a $14 million fine against  Central  payable
over  five  years.   The conspiracy indictment against  McCarty  and  other
Central  shareholders  was dismissed.  A related civil  proceeding  by  the
United   States  arising  from  the  same  circumstances,   and   a   state
environmental  administrative  complaint  were  also  fully  resolved   and
dismissed as a part of Central's Plea Agreement.

     The  Company's Sedalia, Mo., facility is currently under investigation
by  the  U.S.  Attorney's office of the Western District  of  Missouri  for
possible  violations  of  environmental laws or regulations.   Neither  the
likelihood  of an unfavorable outcome nor the amount of ultimate liability,
if any, with respect to this investigation can be determined at this time.

     On  October  17,  2000, a Washington County (Arkansas) Chancery  Court
jury  awarded the Company approximately $20 million in its lawsuit  against
ConAgra,  Inc.  and  ConAgra Poultry Company.  In  its  suit,  the  Company
alleged  that  ConAgra,  Inc.  and ConAgra  Poultry  Company  violated  the
Arkansas  Trade  Secrets Act when they improperly obtained and  implemented
Tyson's  confidential feed nutrient profile.  On December  4,  2000,  as  a
result  of  an  Arkansas  Supreme Court opinion issued  subsequent  to  the
Chancery  Court's  October  ruling, the Chancery  Court  reversed  the  $20
million judgement and dismissed the case with prejudice.  The Company plans
to appeal the Chancery Court's decision.

     Additionally, the Company is involved in various lawsuits  and  claims
made  by  third  parties on an ongoing basis as a result of its  day-to-day
operations.  Although the outcome of such items cannot be  determined  with
certainty, the Company's general counsel and management are of the  opinion
that  the  final outcome should not have a material effect on the Company's
results of operations or financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.







                                    13
<PAGE>
Executive Officers of the Company

Officers  of  the  Company serve one year terms  from  the  date  of  their
election, or until their successors are appointed and qualified. The  name,
title,  age  and  year  of  initial election to  executive  office  of  the
Company's executive officers are listed below:
                                                                       Year
Name                     Title                                  Age   Elected
- ----                     -----                                  ---   -------
Don Tyson                Senior Chairman of the                 70    1963
                         Board of Directors

John H. Tyson            Chairman of the Board of Directors,    47    1984
                         President and Chief Executive Officer

Greg Lee                 Chief Operating Officer                53    1993

Mike Baker               President, Production Services         45    1999

Wayne Butler             President, Prepared Foods Group        46    1999

Greg Huett               President, International Group         39    2000

William W. Lovette       President, Food Service Group          40    1999

Les Baledge              Executive Vice President and           43    1999
                         General Counsel

John D. Copeland         Executive Vice President,              50    1999
                         Ethics and
                         Environmental Compliance

Steven Hankins           Executive Vice President and           42    1997
                         Chief Financial Officer

Carl G. Johnson          Executive Vice President,              47    1999
                         Administrative Services

John S. Lea              Executive Vice President and           47    1999
                         Chief Marketing Officer

Donnie Smith             Executive Vice President,              41    1999
                         Supply Chain Management

Dennis Leatherby         Senior Vice President,                 40    1990
                         Finance and Treasurer

David L. Van Bebber      Senior Vice President,                 44    1990
                         Legal Services

Rodney S. Pless          Vice President, Controller and         39    2000
                         Chief Accounting Officer

R. Read Hudson           Secretary and Corporate Counsel        42    1998

Louis C. Gottsponer, Jr. Assistant Secretary and                36    1998
                         Director of Investor Relations

                                    14
<PAGE>
John  H. Tyson is the son of Don Tyson. No other family relationships exist
among  the  above officers. Mr. Don Tyson was appointed Senior Chairman  of
the  Board  of Directors in 1995. Mr. John H. Tyson was appointed President
and  Chief Executive Officer in 2000 and Chairman of the Board of Directors
in 1998 after serving as Vice Chairman of the Board of Directors since 1997
and  President,  Beef and Pork Division since 1993. Mr. Lee  was  appointed
Chief  Operating  Officer  in  1999  after  serving  as  President  of  the
Foodservice Group since 1998 and Executive Vice President, Sales, Marketing
and  Technical  Services  since 1995. Mr. Baker  was  appointed  President,
Production Services in 1999 after serving as Division Vice President  since
1995.  Mr.  Butler was appointed President, Prepared Foods  Group  in  1998
after serving as President, Mexican Original since 1997 and Complex Manager
since 1994. Mr. Huett was appointed President, International Group in  2000
after  serving  as Senior Vice President and General Manager,  Club  Stores
since 1999, Vice President, Sales and Marketing, Wholesale Clubs since 1996
and  Director,  General Mexico Business Unit since 1994.  Mr.  Lovette  was
appointed President, Food Service Group in 2000 after serving as President,
International Group since 1999 and Vice President, Operations  since  1995.
Mr.  Baledge was appointed Executive Vice President and General Counsel  in
2000  after  serving  as  Executive Vice President  and  Associate  General
Counsel  since 1999 upon joining Tyson. Prior to joining Tyson, Mr. Baledge
was  of  counsel to the law firm of Kutak Rock LLP and a partner  with  the
Rose  Law Firm. Mr. Copeland was appointed Executive Vice President, Ethics
and Environmental Compliance in 1999 after serving as Director of Corporate
Ethics and Compliance since 1998.  Mr. Hankins was appointed Executive Vice
President and Chief Financial Officer in 1998 after serving as Senior  Vice
President,  Financial  Planning and Shared Services  since  1997  and  Vice
President,  Management  Information Systems since  1993.  Mr.  Johnson  was
appointed  Executive Vice President, Administrative Services in 1999  after
serving as Vice President, Assets and Risk Management since 1994.  Mr.  Lea
was  appointed Executive Vice President and Chief Marketing Officer in 1999
after  serving  as Vice President, Retail Sales and Marketing  since  1995.
Mr.  Smith  was appointed Executive Vice President, Supply Chain Management
in  1999  after  serving  as Vice President, Purchasing  since  1995.   Mr.
Leatherby  was  appointed Senior Vice President, Finance and  Treasurer  in
1998 after serving as Vice President and Treasurer since 1997 and Treasurer
since  1994.  Mr.  Van  Bebber was appointed Senior Vice  President,  Legal
Services  in  2000  after serving as Vice President and Director  of  Legal
Services  since  1998 and Assistant Secretary since 1990.   Mr.  Pless  was
appointed Vice President, Controller and Chief Accounting Officer  in  2000
upon  joining Tyson. Prior to joining Tyson, Mr. Pless was Vice  President,
Controller and Chief Accounting Officer for TransMontaigne. Mr. Hudson  was
appointed  Secretary  and  Corporate  Counsel  in  1998  after  serving  as
Corporate  Counsel  since  1992.  Mr. Gottsponer  was  appointed  Assistant
Secretary  and  Director of Investor Relations in  1998  after  serving  as
Corporate Finance Manager since 1996 and Cash Manager since 1993.












                                    15
<PAGE>
                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

      The  Company  currently  has issued and outstanding  two  classes  of
capital  stock,  Class A Common Stock (the "Class A  Stock")  and  Class  B
Common Stock (the "Class B Stock"). Information regarding the voting rights
and  dividend  restrictions are set forth on page 34 of the  Annual  Report
under the caption "Capital Stock," which information is incorporated herein
by reference.

      On  September  30, 2000, there were approximately 36,079  holders  of
record  of  the  Company's Class A Stock and 17 holders of  record  of  the
Company's  Class  B  Stock,  excluding holders  in  the  security  position
listings  held  by nominees. The Class A Stock is traded on  the  New  York
Stock  Exchange under the symbol "TSN." No public trading market  currently
exists  for  the  Class B Stock. Information regarding  the  high  and  low
closing prices of the Class A Stock is set forth on pages 48 and 51 of  the
Annual  Report  under  the  captions "Eleven-Year  Financial  Summary"  and
"Closing   Price   of  Company's  Common  Stock,"  which   information   is
incorporated herein by reference.

      The  Company has paid uninterrupted quarterly dividends on its common
stock each year since 1977.  The annual dividend rate for Class A Stock  is
$0.16  per  share and the annual dividend rate for Class B Stock is  $0.144
per share.

ITEM 6.  SELECTED FINANCIAL DATA

     See the information reflected under the caption "Eleven-Year Financial
Summary" on page 48 of the Annual Report, which information is incorporated
herein by reference.

ITEM 7.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     See  the  information  reflected  under  the  caption  "Management's
Discussion and Analysis" on pages 20 through 28 of the Annual Report, which
information is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

     See the information reflected under the caption "Market Risk" on pages
25  through  27  of  the Annual Report, which information  is  incorporated
herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See the information on pages 29 through 45 and 47 of the Annual Report
under  the  caption  "Consolidated  Statements  of  Income,"  "Consolidated
Balance   Sheets,"  "Consolidated  Statements  of  Shareholders'   Equity,"
"Consolidated  Statements of Cash Flows," "Notes to Consolidated  Financial
Statements"  and  "Report of Independent Auditors,"  which  information  is
incorporated  herein  by reference. Other financial  information  is  filed
under Item 14 of Part IV of this report.


                                    16
<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not applicable.

                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      See  information set forth under the captions "Election of Directors"
and  "Section 16(a) Beneficial Ownership Reporting" in the Proxy Statement,
which information is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

      Pursuant  to general instruction G(3) of the instructions  to  Annual
Report on Form 10-K, certain information concerning the Company's executive
officers  is included under the caption "Executive Officers of the Company"
in  Part I of this Report. See the information set forth under the captions
"Executive  Compensation and Other Information" and "Report of Compensation
Committee" in the Proxy Statement, which information is incorporated herein
by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       See   the   information  included  under  the  captions   "Principal
Shareholders"  and  "Security  Ownership  of  Management"  in   the   Proxy
Statement, which information is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      See the information included under the caption "Certain Transactions"
in  the  Proxy  Statement,  which information  is  incorporated  herein  by
reference.
























                                    17
<PAGE>
                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K

     (a)    The following documents are filed as a part of this report:

            1.  The following consolidated financial statements of the
                registrant included on pages 29 through 45 in the
                Company's Annual Report for the fiscal year ended
                September 30, 2000, and the Report of Independent
                Auditors, on page 47 of such Annual Report are
                incorporated herein by reference. Page references
                set forth in the index below are to page numbers in
                Exhibit 13 of this Form 10-K.
                                                                     Pages
                                                                     -----
       Consolidated Statements of Income
       for the three years ended September 30, 2000                   58

       Consolidated Balance Sheets at
       September 30, 2000 and October 2, 1999                         59

       Consolidated Statements of Shareholders' Equity
       for the three years ended September 30, 2000                60-61

       Consolidated Statements of Cash Flows
       for the three years ended September 30, 2000                   62

       Notes to Consolidated Financial Statements                  63-78

       Report of Independent Auditors                                 80

           2.   The following additional information for the years 2000,
                1999 and 1998 is submitted herewith.  Page references are
                to the consecutively numbered pages of this Report on
                Form 10-K:
                                                                     Pages
                                                                     -----
       Report of Independent Auditors                                  28

       Schedule II Valuation and Qualifying                            29
       Accounts for the three years ended
       September 30, 2000

       All other schedules are omitted because they are neither applicable
       nor required.

           3.   The exhibits filed with this report are listed in the
                Exhibit Index at the end of this Item 14.

           4.   The Company did not file any current reports on Form 8-K
                during the quarter ended September 30, 2000.






                                    18
<PAGE>
                               EXHIBIT INDEX

      The following exhibits are filed with this report or are incorporated
by  reference  to previously filed material.  Page references  are  to  the
cover page preceding each attached Exhibit.

Exhibit No.                                                           Pages
- -----------                                                           -----
3.1        Restated  Certificate of Incorporation of the  Company
           (previously  filed  as Exhibit 3.1  to  the  Company's
           Annual  Report on Form 10-K for the fiscal year  ended
           October  3,  1998,  Commission File  No.  0-3400,  and
           incorporated herein by reference).

3.2        Second  Amended  and Restated Bylaws  of  the  Company
           (previously  filed  as Exhibit 3.2  to  the  Company's
           Quarterly  Report  on Form 10-Q for the  period  ended
           January  1,  2000,  Commission File  No.  0-3400,  and
           incorporated herein by reference).

4.1        Form  of  Indenture between the Company and The  Chase
           Manhattan  Bank,  N.A.,  as Trustee  relating  to  the
           issuance  of  Debt  Securities  (previously  filed  as
           Exhibit 4 to Amendment No. 1 to Registration Statement
           on Form S-3, filed with the Commission on May 8, 1995,
           Registration No. 33-58177, and incorporated herein  by
           reference).

4.2        Form  of  6.75%  $150 million Note due  June  1,  2005
           (previously  filed as Exhibit 4(b)  to  the  Company's
           Quarterly  Report  on Form 10-Q for the  period  ended
           July   1,  1995,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).

4.3        Form  of Fixed Rate Medium-Term Note (previously filed
           as Exhibit 4.2 to the Company's Current Report on Form
           8-K,  filed  with  the Commission on  July  20,  1995,
           Commission File No. 0-3400, and incorporated herein by
           reference).

4.4        Form  of  Floating  Rate Medium-Term Note  (previously
           filed  as Exhibit 4.3 to the Company's Current  Report
           on   Form   8-K,   filed  with   the   Commission   on
           July  20,  1995,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).

4.5        Form  of Calculation Agent Agreement (previously filed
           as Exhibit 4.4 to the Company's Current Report on Form
           8-K,  filed  with  the Commission on  July  20,  1995,
           Commission File No. 0-3400, and incorporated herein by
           reference).







                                     19
<PAGE>
4.6        Amended  and  Restated Note Purchase Agreement,  dated
           June  30, 1993, by and between the Company and various
           Purchasers   as  listed  in  the  Purchaser   Schedule
           attached   to  said  agreement,  together   with   the
           following documents:

                      (a) Form of Series A Note

                      (b) Form of Series D Note

           (previously  filed as Exhibit 4(a)  to  the  Company's
           Quarterly  Report  on Form 10-Q for the  period  ended
           July   3,  1993,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).

4.7        Amendment  Agreement,  dated  November  1,  1994,   to
           Amended  and Restated Note Purchase Agreements,  dated
           June  30, 1993, by and between the Company and various
           Purchasers   as  listed  in  the  Purchaser   Schedule
           attached  to  said  agreement  (previously  filed   as
           Exhibit  10(a)  to the Company's Quarterly  Report  on
           Form  10-Q  for  the period ended December  31,  1994,
           Commission File No. 0-3400, and incorporated herein by
           reference).

4.8        Second Amendment Agreement, dated as of June 29, 1996,
           to  Amended  and  Restated Note  Purchase  Agreements,
           dated  June  30, 1993, by and between the Company  and
           various Purchasers as listed in the Purchaser Schedule
           attached  to  said  agreement  (previously  filed   as
           Exhibit 4.8 to the Company's Annual Report on Form  10-
           K  for  the  fiscal  year ended  September  28,  1996,
           Commission File No. 0-3400, and incorporated herein by
           reference).

4.9        Amended    and   Restated   Note   Agreement,    dated
           June  30, 1993, by and between the Company and various
           Purchasers   as  listed  in  the  Purchaser   Schedule
           attached   to  said  agreement,  together   with   the
           following related documents:

                      (a) Form of Series E Note

                      (b) Form of Series F Note

                      (c) Form of Series G Note

           (previously  filed as Exhibit 4(b)  to  the  Company's
           Quarterly  Report  on Form 10-Q for the  period  ended
           July   3,  1993,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).







                                     20
<PAGE>
4.10       Amendment  Agreement,  dated  November  1,  1994,   to
           Amended    and   Restated   Note   Agreement,    dated
           June  30, 1993, by and between the Company and various
           Purchasers   as  listed  in  the  Purchaser   Schedule
           attached  to  said  agreement  (previously  filed   as
           Exhibit 10(b) to the Company's Quarterly Report on
           Form  10-Q  for  the period ended December  31,  1994,
           Commission File No. 0-3400, and incorporated herein by
           reference).

4.11       Second Amendment Agreement, dated as of June 29, 1996,
           to   Amended   and  Restated  Note  Agreement,   dated
           June  30,  1993,  by  and  between  the  Company   and
           Purchasers   as  listed  in  the  Purchaser   Schedule
           attached  to  said  agreement  (previously  filed   as
           Exhibit 4.11  to  the Company's Annual  Report on Form
           10-K  for  the fiscal year ended September  28,  1996,
           Commission File No. 0-3400, and incorporated herein by
           reference).

4.12       Form  of  7.0%  $200  million Note  due  May  1,  2018
           (previously  filed  as Exhibit 4.1  to  the  Company's
           Quarterly Report on Form 10-Q for the period ended
           March  28,  1998,  Commission  File  No.  0-3400,  and
           incorporated herein by reference).

4.13       Form  of  7.0%  $40  million  Note  due  May  1,  2018
           (previously  filed  as Exhibit 4.2  to  the  Company's
           Quarterly  Report  on Form 10-Q for the  period  ended
           March  28,  1998,  Commission  File  No.  0-3400,  and
           incorporated herein by reference).

10.1       Fourth   Amended   and  Restated   Credit   Agreement,
           including   all   exhibits  thereto,   dated   as   of
           May  26,  1995, by and among the Company, as Borrower,
           The   Chase   Manhattan  Bank  N.A.,  Chemical   Bank,
           Cooperative  Centrale  Raiffeisen-Boerenleenbank  B.A.
           (Rabobank Nederland), Morgan Guaranty Trust Company of
           New  York, National Westminister Bank Plc, Nationsbank
           of  Texas,  N.A., and Societe Generale, as  Co-Agents,
           and   Bank  of  America  National  Trust  and  Savings
           Association,  as  Agent (previously filed  as  Exhibit
           4(f)  to  the Company's Quarterly Report on Form  10-Q
           for  the  period  ended July 1, 1995, Commission  File
           No. 0-3400, and incorporated herein by reference).













                                     21
<PAGE>
10.2       Amendment No. 1 to Fourth Amended and Restated  Credit
           Agreement, dated as of May 24, 1996, by and among  the
           Company,  as  Borrower, the banks party  thereto,  The
           Chase Manhatten Bank, N.A., Chemical Bank, Cooperative
           Centrale   Raiffeisen-Boerenleenbank  B.A.   (Rabobank
           Nederland), Morgan Guaranty Trust Company of New York,
           National Westminister Bank Plc, Nationsbank of  Texas,
           N.A.,  and Societe Generale as Co-Agents and  Bank  of
           America  National  Trust and Savings  Association,  as
           Agent  (previously  filed  as  Exhibit  4(b)  to   the
           Company's   Form   10-Q   for   the   quarter    ended
           June  29,  1996,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).

10.3       Amendment No. 2 to Fourth Amended and Restated  Credit
           Agreement, dated as of May 23, 1997, by and among  the
           Company,  as  Borrower, the banks party  thereto,  The
           Chase Manhatten Bank, N.A., Chemical Bank, Cooperative
           Centrale   Raiffeisen-Boerenleenbank  B.A.   (Rabobank
           Nederland), Morgan Guaranty Trust Company of New York,
           National Westminister Bank Plc, Nationsbank of  Texas,
           N.A.,  and Societe Generale as Co-Agents and  Bank  of
           America  National  Trust and Savings  Association,  as
           Agent  (previously  filed  as  Exhibit  4(b)  to   the
           Company's   Form   10-Q   for   the   quarter    ended
           June  28,  1997,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).

10.4       Issuing  and  Paying Agency Agreement  dated  July  1,
           1993,  between  the Company and Morgan Guaranty  Trust
           Company  of  New  York, (previously filed  as  Exhibit
           10(d)  to the Company's Quarterly Report on Form  10-Q
           for the period ended July 3, 1993, Commission File No.
           0-3400, and incorporated herein by reference).

10.5       Commercial Paper Dealer Agreement dated July 1,  1993,
           between  the Company and Merrill Lynch Money  Markets,
           Inc.  (previously  filed  as  Exhibit  10(e)  to   the
           Company's Quarterly Report on Form 10-Q for the period
           ended  July  3, 1993, Commission File No. 0-3400,  and
           incorporated herein by reference).

10.6       Commercial Paper Dealer Agreement dated July 1,  1993,
           between  the  Company and the First Boston Corporation
           (previously  filed as Exhibit 10(g) to  the  Company's
           Quarterly  Report  on Form 10-Q for the  period  ended
           July   3,  1993,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).

10.7       Commercial Paper Dealer Agreement dated July 1,  1993,
           between  the Company and J.P. Morgan Securities,  Inc.
           (previously  filed as Exhibit 10(h) to  the  Company's
           Quarterly  Report  on Form 10-Q for the  period  ended
           July   3,  1993,  Commission  File  No.  0-3400,   and
           incorporated herein by reference).



                                     22
<PAGE>
10.8       Commercial Paper Dealer Agreement dated July 1,  1993,
           between the Company and Bank of America National Trust
           and  Savings Association (previously filed as  Exhibit
           10(i)  to the Company's Quarterly Report on Form  10-Q
           for  the  period  ended July 3, 1993, Commission  File
           No. 0-3400, and incorporated herein by reference).

10.9       Commercial     Paper    Dealer     Agreement     dated
           September  1,  1994,  between the  Company  and  Chase
           Securities, Inc. (previously filed as Exhibit 10(j) to
           the  Company's  Annual Report on  Form  10-K  for  the
           fiscal  year  ended October 1, 1994,  Commission  File
           No. 0-3400, and incorporated herein by reference).

10.10      Tyson  Foods, Inc. Senior Executive Performance  Bonus
           Plan  adopted November 18, 1994 (previously  filed  as
           Exhibit  10(k)  to  the  Company's  Annual  Report  on
           Form  10-K for the fiscal year ended October 1,  1994,
           Commission File No. 0-3400, and incorporated herein by
           reference).

10.11      Tyson   Foods,  Inc.  Restricted  Stock  Bonus   Plan,
           effective August 21, 1989, as amended and restated  on
           April  15,  1994;  and Amendment to  Restricted  Stock
           Bonus  Plan  effective November 18,  1994  (previously
           filed  as Exhibit 10(l) to the Company's Annual Report
           on    Form   10-K    for   the   fiscal   year   ended
           October  1,  1994,  Commission File  No.  0-3400,  and
           incorporated herein by reference).

10.12      Tyson  Foods, Inc. Amended and Restated Employee Stock
           Purchase   Plan,  dated  as  of  December   13,   1999
           (previously  filed as Exhibit 10.12 to  the  Company's
           Form  10-K for the fiscal year ended October 2,  1999,
           Commission File No. 0-3400, and incorporated herein by
           reference).

10.13      Second Amended and Restated Employment Agreement dated
           August  1,  1997, between the Company and  Don  Tyson,
           Senior  Chairman  of  the Board of  Directors  of  the
           Company  (previously  filed as Exhibit  10.21  to  the
           Company's   Form  10-K  for  the  fiscal  year   ended
           September  27, 1997, Commission File No.  0-3400,  and
           incorporated herein by reference).

10.14      Amended and Restated Retirement Savings Plan of  Tyson
           Foods,  Inc.,  qualified under Section 401(k)  of  the
           Internal  Revenue Code of 1986, dated as  of  December
           13,  1999, (previously filed as Exhibit 10.14  to  the
           Company's Form 10-K for the fiscal year ended  October
           2,  1999, Commission File No. 0-3400, and incorporated
           herein by reference).






                                     23
<PAGE>
10.15      Amended and Restated Executive Savings Plan of Tyson
           Foods, Inc. effective October 1, 1997, and First
           Amendment to the Amended and Restated Executive
           Savings Plan of Tyson Foods, Inc. effective December
           31, 1998 (previously filed as exhibit 10.15 to the
           Company's Form 10-K for the fiscal year ended October
           2, 1999, Commission File No. 0-3400, and incorporated
           herein by reference).

10.16      Tyson  Foods, Inc. Non-statutory Stock Option Plan  of
           1982,  as  amended and restated on November 18,  1994,
           (previously  filed  as Exhibit  99  to  the  Company's
           Registration  Statement of Form  S-8  filed  with  the
           Commission on January 30, 1995, Commission File No. 33-
           54716, and incorporated herein by reference).

10.17      Form  of Indemnity Agreement between Tyson Foods, Inc.
           and   its  directors  and  certain  of  its  executive
           officers  (previously filed as Exhibit  10(t)  to  the
           Company's  Annual Report on Form 10-K for  the  fiscal
           year ended September 30, 1995, Commission File No.   0-
           3400, and incorporated herein by reference).

10.18      Senior Executive Employment Agreement dated April 12,
           2000 between the Company and Wayne Britt (previously
           filed as Exhibit 10 to the Company's Quarterly Report
           on Form 10-Q for the period ended April 1, 2000,
           Commission File No. 0-3400, and incorporated herein by
           reference).

10.19      Tyson Foods, Inc. 2000 Stock Incentive Plan dated
           August 11, 2000.                                          30-45

13         Pages 20 through 52 of the Annual Report to
           Shareholders for the fiscal year ended
           September 30, 2000.                                       46-90

21         Subsidiaries of the Company.                              91-92

23         Consent of Independent Auditors.                             93

27         Financial Data Schedule.
















                                    24
<PAGE>
                                SIGNATURES

     Pursuant to requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                             TYSON FOODS, INC.

                           By /s/ Steven Hankins      December 8, 2000
                              -------------------
                              Steven Hankins
                              Executive Vice President
                                and Chief Financial Officer













































                                    25
<PAGE>
     Pursuant to the requirements of the Securities Exchange Act  of  1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

/s/ Barbara Allen                Director                December 8, 2000
- ---------------------
Barbara Allen

/s/ Neely Cassady                Director                December 8, 2000
- ---------------------
Neely Cassady

/s/ Lloyd V. Hackley             Director                December 8, 2000
- ---------------------
Lloyd V. Hackley

/s/ Steven Hankins      Executive Vice President and     December 8, 2000
- ---------------------       Chief Financial Officer
Steven Hankins

/s/ Gerald Johnston              Director                December 8, 2000
- ---------------------
Gerald Johnston

/s/ David Jones                  Director                December 8, 2000
- ---------------------
David Jones

/s/ Jim Kever                    Director                December 8, 2000
- ---------------------
Jim Kever

/s/ Shelby D. Massey             Director                December 8, 2000
- ---------------------
Shelby D. Massey

/s/ Rodney S. Pless      Vice President, Controller and  December 8, 2000
- ---------------------        Chief Accounting Officer
Rodney S. Pless

/s/ Joe F. Starr                 Director                December 8, 2000
- ---------------------
Joe F. Starr

/s/ Leland E. Tollett            Director                December 8, 2000
- ---------------------
Leland E. Tollett

/s/ Barbara Tyson        Vice President and Director     December 8, 2000
- ---------------------
Barbara Tyson

/s/ Don Tyson              Senior Chairman of the        December 8, 2000
- ---------------------         Board of Directors
Don Tyson



                                      26
<PAGE>

/s/ John H. Tyson              Chairman of the           December 8, 2000
- ---------------------          Board of Directors,
John H. Tyson                   President and
                            Chief Executive Officer

/s/ Fred S. Vorsanger             Director               December 8, 2000
- ---------------------
Fred S. Vorsanger

/s/ Donald E. Wray                Director               December 8, 2000
- ---------------------
Donald E. Wray













































                                    27
<PAGE>
                      REPORT OF INDEPENDENT AUDITORS

We  have audited the consolidated financial statements of Tyson Foods, Inc.
as  of  September 30, 2000 and October 2, 1999,  and for each of the  three
years  in  the period ended September 30, 2000, and have issued our  report
thereon  dated  November 13, 2000. Our audits also included  the  financial
statement schedule listed in Item 14(a) in this annual report (Form  10-K).
This  schedule  is  the  responsibility of the  Company's  management.  Our
responsibility is to express an opinion based on our audits.

In  our  opinion, the financial statement schedule referred to above,  when
considered in relation to the basic financial statements taken as a  whole,
presents fairly in all material respects the information set forth therein.



 Little Rock, Arkansas                        /s/ERNST & YOUNG LLP
 November 13, 2000                            --------------------
                                                 ERNST & YOUNG LLP







































                                    28
<PAGE>











                     FINANCIAL STATEMENT SCHEDULE















































<PAGE>
                             TYSON FOODS, INC.
                                SCHEDULE II
                    VALUATION AND QUALIFYING ACCOUNTS
                  Three Years Ended September 30, 2000

                           (Dollars in Millions)

                  Balance at  Charged to  Charged                  Balance
                  Beginning   Costs and   to Other   Additions     at End
Description       of Period    Expenses   Accounts (Deductions)   of Period
- -----------       ----------  ---------   --------  -----------   ---------


Allowance for
  Doubtful Accounts

2000                $22          $25(1)       0       $(30)(1)      $17

1999                $85          $16(2)       0       $(79)(3)      $22

1998                 $4           $2          0        $79 (4)      $85




(1)  Includes $24 million reserve related to the January 31, 2000,
     bankruptcy filing by AmeriServe Food Distribution, Inc.
(2)  Includes $12 million reserve for international operations.
(3)  Write off of receivables against reserve related to 1998 allowance.
(4)  Includes $48 million reserve for international currency devaluation.




























                                    29
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN
<TEXT>






















































<PAGE>
                             TYSON FOODS, INC.
                         2000 STOCK INCENTIVE PLAN

                             TABLE OF CONTENTS
                                                                    Page
SECTION 1 - DEFINITIONS                                               1
1.1       DEFINITIONS                                                 1
SECTION 2 - THE STOCK INCENTIVE PLAN                                  4
2.1       PURPOSE OF THE PLAN                                         4
2.2       STOCK SUBJECT TO THE PLAN                                   4
2.3       ADMINISTRATION OF THE PLAN                                  5
2.4       ELIGIBILITY AND LIMITS                                      5
SECTION 3 - TERMS OF STOCK INCENTIVES                                 5
3.1       TERMS AND CONDITIONS OF ALL STOCK INCENTIVES                5
3.2       TERMS AND CONDITIONS OF OPTIONS                             6
(A)       OPTION PRICE                                                6
(B)       OPTION TERM                                                 7
(C)       PAYMENT                                                     7
(D)       CONDITIONS TO THE EXERCISE OF AN OPTION                     7
(E)       TERMINATION OF INCENTIVE STOCK OPTION                       7
(F)       SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS           8
3.3       TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS           8
(A)       SETTLEMENT                                                  8
(B)       CONDITIONS TO EXERCISE                                      8
3.4       TERMS AND CONDITIONS OF STOCK AWARDS                        8
3.5       TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS          9
(A)       PAYMENT                                                     9
(B)       CONDITIONS TO PAYMENT                                       9
3.6       TERMS AND CONDITIONS OF PERFORMANCE UNIT AWARDS             9
(A)       PAYMENT                                                     9
(B)       CONDITIONS TO PAYMENT                                       9
3.7       TERMS AND CONDITIONS OF PHANTOM SHARES                      10
(A)       PAYMENT                                                     10
(B)       CONDITIONS TO PAYMENT                                       10
3.8       TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT          10
SECTION 4 - RESTRICTIONS ON STOCK                                     10
4.1       ESCROW OF SHARES                                            10
4.2       RESTRICTIONS ON TRANSFER                                    11
SECTION 5 - GENERAL PROVISIONS                                        11
5.1       WITHHOLDING                                                 11
5.2       CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION              12
5.3       CASH AWARDS                                                 12
5.4       COMPLIANCE WITH CODE                                        13
5.5       RIGHT TO TERMINATE EMPLOYMENT OR SERVICE RELATIONSHIP       13
5.6       NON-ALIENATION OF BENEFITS                                  13
5.7       RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS        13
5.8       LISTING AND LEGAL COMPLIANCE                                13
5.9       TERMINATION AND AMENDMENT OF THE PLAN                       13
5.10      STOCKHOLDER APPROVAL                                        14
5.11      CHOICE OF LAW                                               14








                                    30
<PAGE>

                             TYSON FOODS, INC.
                         2000 STOCK INCENTIVE PLAN


                          SECTION 1 - DEFINITIONS

1.1   Definitions.   Whenever used herein, the masculine  pronoun  will  be
deemed  to  include the feminine, and the singular to include  the  plural,
unless   the  context  clearly  indicates  otherwise,  and  the   following
capitalized  words and phrases are used herein with the meaning  thereafter
ascribed:

     (a)  "Affiliate" means (i) any corporation (other than the Company) in
an  unbroken chain of corporations ending with the Company if, at the  time
of  granting  of  the  Option,  each of the corporations  (other  than  the
Company)  owns  stock possessing 50% or more of the total  combined  voting
power  of  all  classes of stock in one of the other corporations  in  such
chain,  or  (ii)  any corporation (other than the Company) in  an  unbroken
chain  of  corporations  beginning with the Company  if,  at  the  time  of
granting  of  the  Option, each of the corporations, other  than  the  last
corporation in the unbroken chain, owns stock possessing 50% or more of the
total  combined voting power of all classes of stock in one  of  the  other
corporations in such chain.

     (b)  "Board of Directors" means the board of directors of the Company.

      (c)   "Change in Control" means any one of the following events which
may occur after the date hereof:

           (1) the acquisition by any individual, entity or "group," within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act  (a
"Person"),  of  beneficial  ownership (within the  meaning  of  Rule  13d-3
promulgated  under the Exchange Act) of voting securities  of  the  Company
where  such  acquisition causes any such Person to own twenty-five  percent
(25%)  or more of the combined voting power of the then outstanding  voting
securities  then  entitled to vote generally in the election  of  directors
(the "Outstanding Voting Securities"); provided, however, that for purposes
of this Section, the following shall not be deemed to result in a Change in
Control,  (i)  any  acquisition directly from the Company,  unless  such  a
Person  subsequently  acquires  additional  shares  of  Outstanding  Voting
Securities  other than from the Company, in which case any such  subsequent
acquisition  shall  be  deemed  to be a Change  in  Control;  or  (ii)  any
acquisition  by any employee benefit plan (or related trust)  sponsored  or
maintained by the Company or any corporation controlled by the Company;

            (2)  a  merger,  consolidation,  share  exchange,  combination,
reorganization  or  like transaction involving the  Company  in  which  the
stockholders  of the Company immediately prior to such transaction  do  not
own at least fifty percent (50%) of the value or voting power of the issued
and  outstanding capital stock of the Company or its successor  immediately
after such transaction;






                                    31
<PAGE>
            (3)  the  sale  or  transfer (other than as  security  for  the
Company's  obligations) of more than fifty percent (50%) of the  assets  of
the  Company  in  any  one transaction or a series of related  transactions
occurring  within  a  one  (1)  year  period  in  which  the  Company,  any
corporation  controlled by the Company or the stockholders of  the  Company
immediately  prior  to the transaction do not own at  least  fifty  percent
(50%)  of  the  value or voting power of the issued and outstanding  equity
securities of the acquiror immediately after the transaction;

            (4)   the sale or transfer of more than fifty percent (50%)  of
the  value or voting power of the issued and outstanding capital  stock  of
the  Company by the holders thereof in any one transaction or a  series  of
related  transactions occurring within a one (1) year period in  which  the
Company,  any corporation controlled by the Company or the stockholders  of
the  Company immediately prior to the transaction do not own at least fifty
percent  (50%)  of the value or voting power of the issued and  outstanding
equity securities of the acquiror immediately after the transaction;

            (5)  within  any  twelve-month  period  the  persons  who  were
directors  of the Company immediately before the beginning of such  twelve-
month period (the "Incumbent Directors") shall cease to constitute at least
a  majority  of  the  Board of Directors; provided that no  director  whose
initial  assumption of office is in connection with an actual or threatened
election  contest (as such terms are used in Rule 14a-11 of Regulation  14A
promulgated  under the Exchange Act) relating to the election of  directors
of the Company shall be deemed to be an Incumbent Director; or

           (6)  the dissolution or liquidation of the Company.

      (d)  "Code" means the Internal Revenue Code of 1986, as amended.

      (e)  "Committee"  means  the committee  appointed  by  the  Board  of
Directors  to  administer the Plan.  The Board of Directors shall  consider
the  advisability  of  whether the members of the Committee  shall  consist
solely  of  at  least two members of the Board of Directors  who  are  both
"outside  directors" as defined in Treas. Reg.  1.162-27(e) as  promulgated
by  the Internal Revenue Service and "non-employee directors" as defined in
Rule 16b-3(b)(3) as promulgated under the Exchange Act.

      (f)  "Company" means Tyson Foods, Inc., a Delaware corporation.

      (g)   "Disability" has the same meaning as provided in the  long-term
disability  plan  or  policy  maintained or, if applicable,  most  recently
maintained, by the Company or, if applicable, any Affiliate of the  Company
for  the  Participant.  If no long-term disability plan or policy was  ever
maintained  on  behalf  of  the Participant or,  if  the  determination  of
Disability  relates  to  an incentive stock option, Disability  means  that
condition described in Code Section 22(e)(3), as amended from time to time.
In  the event of a dispute, the determination of Disability will be made by
the  Committee and will be supported by advice of a physician competent  in
the area to which such Disability relates.

       (h)   "Dividend Equivalent Rights" means certain rights  to  receive
cash payments as described in Section 3.5.

       (i)   "Exchange Act" means the Securities Exchange Act of  1934,  as
amended from time to time.

                                    32
<PAGE>
       (j)   "Fair  Market Value" with regard to a date means  the  closing
price  at which Stock shall have been sold on that date or the last trading
date  prior  to  that date as reported by the New York Stock  Exchange  and
published in The Wall Street Journal.

       (k)   "Incentive  Stock  Option" means  an  incentive  stock  option
contemplated  by  the  provisions of Code  Section  422  or  any  successor
thereto.

       (l)   "Nonqualified  Stock  Option" means  an  option  that  is  not
designated as, or otherwise intended to be, an Incentive Stock Option.

       (m)    "Option"  means a Nonqualified Stock Option or  an  Incentive
Stock Option.

       (n)    "Over  10%  Owner" means an individual who  at  the  time  an
Incentive  Stock Option is granted owns Company stock possessing more  than
10%  of  the  total  combined voting power of the Company  or  one  of  its
Subsidiaries,  determined  by  applying  the  attribution  rules  of   Code
Section 424(d).

       (o)     "Participant"  means  an  individual  who  receives  a  Stock
Incentive hereunder.

       (p)     "Performance Unit Award" refers to a performance unit award
as described in Section 3.6.

       (q)     "Phantom Shares" refers to the rights described  in  Section
3.7.

       (r)     "Plan" means the Tyson Foods, Inc. 2000 Stock Incentive Plan.

       (s)     "Stock"  means the Company's Class A $.10 par  value  common
stock.

       (t)     "Stock Appreciation Right" means a stock appreciation  right
described in Section 3.3.

       (u)     "Stock Award" means a stock award described in Section 3.4.

       (v)     "Stock  Incentive Agreement" means an agreement between  the
Company and a Participant or other documentation evidencing an award  of  a
Stock Incentive.

       (w)     "Stock Incentive Program" means a written program established
by  the Committee, pursuant to which Stock Incentives are awarded under the
Plan  under  uniform terms, conditions and restrictions set forth  in  such
written program.

       (x)     "Stock Incentives" means, collectively, Dividend  Equivalent
Rights,   Options,   Performance  Unit  Awards,   Phantom   Shares,   Stock
Appreciation Rights and Stock Awards.






                                    33
<PAGE>
       (y)      "Subsidiary" means any corporation (other than the Company)
in  an  unbroken chain of corporations beginning with the Company if,  with
respect  to  incentive stock options, at the time of the  granting  of  the
Option,  each  of the corporations other than the last corporation  in  the
unbroken  chain  owns stock possessing 50% or more of  the  total  combined
voting  power  of all classes of stock in one of the other corporations  in
the chain.

       (z)     "Termination  of Employment" means the  termination  of  the
employee-employer relationship between a Participant and  the  Company  and
its  Affiliates,  regardless of whether severance or similar  payments  are
made  to  the  Participant for any reason, including, but  not  by  way  of
limitation,  a termination by resignation, discharge, death, Disability  or
retirement.  The Committee will, in its absolute discretion, determine  the
effect  of  all  matters  and  questions  relating  to  a  Termination   of
Employment,  including,  but  not by way of  limitation,  the  question  of
whether a leave of absence constitutes a Termination of Employment.


                   SECTION 2 - THE STOCK INCENTIVE PLAN

     2.1   Purpose  of  the  Plan.  The Plan is  intended  to  (a)  provide
incentive to officers, employees, directors, consultants and other  service
providers  of  the  Company and its Affiliates to stimulate  their  efforts
toward  the continued success of the Company and to operate and manage  the
business  in  a  manner  that will provide for  the  long-term  growth  and
profitability  of the Company; (b) encourage stock ownership  by  officers,
employees, directors, consultants and other service providers by  providing
them with a means to acquire a proprietary interest in the Company, acquire
shares   of  Stock,  or  to  receive  compensation  which  is  based   upon
appreciation  in the value of Stock; and (c) provide a means of  obtaining,
rewarding and retaining such key personnel.

     2.2    Stock Subject to the Plan.  Subject to adjustment in accordance
with Section 5.2, 7,000,000 shares of Stock (the "Maximum Plan Shares") are
hereby reserved exclusively for issuance pursuant to Stock Incentives.   At
no  time  may the Company have outstanding under the Plan Stock  Incentives
subject  to  Section 16 of the Exchange Act and shares of Stock  issued  in
respect  of  Stock Incentives under the Plan in excess of the Maximum  Plan
Shares.   The  shares  of  Stock attributable  to  the  nonvested,  unpaid,
unexercised,  unconverted  or  otherwise unsettled  portion  of  any  Stock
Incentive that is forfeited or cancelled or expires or terminates  for  any
reason  without  becoming vested, paid, exercised, converted  or  otherwise
settled in full will again be available for purposes of the Plan.














                                    34
<PAGE>
     2.3    Administration  of the Plan.  The Plan is administered  by  the
Committee.  The Committee has full authority in its discretion to determine
the  officers, employees, directors, consultants and service  providers  of
the  Company or its Affiliates to whom Stock Incentives will be granted and
the terms and provisions of Stock Incentives, subject to the Plan.  Subject
to  the  provisions  of  the Plan, the Committee has  full  and  conclusive
authority to interpret the Plan; to prescribe, amend and rescind rules  and
regulations relating to the Plan; to determine the terms and provisions  of
the   respective  Stock  Incentive  Agreements  and  to  make   all   other
determinations necessary or advisable for the proper administration of  the
Plan.   The  Committee's determinations under the Plan need not be  uniform
and  may  be  made  by  it selectively among persons who  receive,  or  are
eligible to receive, awards under the Plan (whether or not such persons are
similarly  situated).  The Committee's decisions are final and  binding  on
all Participants.

     2.4   Eligibility and Limits.  Stock Incentives may be granted only to
officers, employees, directors, consultants and other service providers  of
the  Company, or any Affiliate of the Company; provided, however,  that  an
Incentive Stock Option may only be granted to an employee of the Company or
any Subsidiary.  In the case of Incentive Stock Options, the aggregate Fair
Market  Value  (determined  as at the date an  Incentive  Stock  Option  is
granted) of Stock with respect to which stock options intended to meet  the
requirements of Code Section 422 become exercisable for the first  time  by
an  individual during any calendar year under all plans of the Company  and
its  Subsidiaries may not exceed $100,000; provided further,  that  if  the
limitation  is  exceeded,  the Incentive Stock Option(s)  which  cause  the
limitation to be exceeded will be treated as Nonqualified Stock Option(s).


SECTION 3 - TERMS OF STOCK INCENTIVES

     3.1   Terms and Conditions of All Stock Incentives.

           (a)  The number of shares of Stock as to which a Stock Incentive
may  be granted will be determined by the Committee in its sole discretion,
subject  to the provisions of Section 2.2 as to the total number of  shares
available  for grants under the Plan and subject to the limits  on  Options
and  Stock  Appreciation Rights in the following sentence.  To  the  extent
required  under  Section 162(m) of the Code and the regulations  thereunder
for compensation to be treated as qualified performance-based compensation,
subject to adjustment in accordance with Section 5.2, the maximum number of
shares  of Stock with respect to which Options or Stock Appreciation Rights
may  be  granted  during any calendar year to any employee may  not  exceed
1,000,000.  In applying this limitation, if an Option or Stock Appreciation
Right,  or  any  portion thereof, granted to an employee  is  cancelled  or
repriced  for  any  reason, then the shares of Stock attributable  to  such
cancellation  or  repricing  either shall continue  to  be  counted  as  an
outstanding grant or shall be counted as a new grant of shares of Stock, as
the  case may be, against the affected employee's 1,000,000 share limit for
the appropriate calendar year.







                                    35
<PAGE>
            (b)   Each Stock Incentive will either be evidenced by a  Stock
Incentive Agreement in such form and containing such terms, conditions  and
restrictions as the Committee may determine to be appropriate, or  be  made
subject  to the terms of a Stock Incentive Program, containing such  terms,
conditions  and  restrictions  as  the  Committee  may  determine   to   be
appropriate.  Each Stock Incentive Agreement or Stock Incentive Program  is
subject to the terms of the Plan and any provisions contained in the  Stock
Incentive  Agreement or Stock Incentive Program that are inconsistent  with
the Plan are null and void.

            (c)   The date a Stock Incentive is granted will be the date on
which  the  Committee has approved the terms and conditions  of  the  Stock
Incentive and has determined the recipient of the Stock Incentive  and  the
number  of  shares covered by the Stock Incentive, and has taken  all  such
other actions necessary to complete the grant of the Stock Incentive.

            (d)   Any Stock Incentive may be granted in connection with all
or   any  portion  of  a  previously  or  contemporaneously  granted  Stock
Incentive.   Exercise or vesting of a Stock Incentive granted in connection
with  another  Stock  Incentive may result  in  a  pro  rata  surrender  or
cancellation of any related Stock Incentive, as specified in the applicable
Stock Incentive Agreement or Stock Incentive Program.

             (e)   Unless  otherwise  permitted  by  the  Committee,  Stock
Incentives are not transferable or assignable except by will or by the laws
of  descent  and distribution and are exercisable, during the Participant's
lifetime, only by the Participant; or in the event of the Disability of the
Participant,  by  the legal representative of the Participant;  or  in  the
event  of  death  of  the Participant, by the legal representative  of  the
Participant's  estate or if no legal representative has been appointed,  by
the   successor  in  interest  determined  under  the  Participant's  will.
Notwithstanding  the  foregoing, the Committee shall not  permit  Incentive
Stock  Options  to  be transferred or assigned beyond the  limitations  set
forth in this Section 3.1(e).

     3.2    Terms and Conditions of Options.  Each Option granted under the
Plan  must  be evidenced by a Stock Incentive Agreement.  At the  time  any
Option is granted, the Committee will determine whether the Option is to be
an  Incentive  Stock Option described in Code Section 422 or a Nonqualified
Stock Option, and the Option must be clearly identified as to its status as
an  Incentive Stock Option or a Nonqualified Stock Option.  Incentive Stock
Options  may only be granted to employees of the Company or any Subsidiary.
At the time any Incentive Stock Option granted under the Plan is exercised,
the  Company  will be entitled to legend the certificates representing  the
shares  of Stock purchased pursuant to the Option to clearly identify  them
as  representing  the shares purchased upon the exercise  of  an  Incentive
Stock  Option.   An Incentive Stock Option may only be granted  within  ten
(10) years from the earlier of the date the Plan is adopted or approved  by
the Company's stockholders.









                                    36
<PAGE>
            (a)   Option  Price.  Subject to adjustment in accordance  with
Section  5.2  and  the other provisions of this Section 3.2,  the  exercise
price  (the  "Exercise  Price") per share of Stock  purchasable  under  any
Option  must  be as set forth in the applicable Stock Incentive  Agreement,
but  in no event may it be less than the Fair Market Value on the date  the
Option  is granted with respect to an Incentive Stock Option.  With respect
to  each grant of an Incentive Stock Option to a Participant who is an Over
10%  Owner, the Exercise Price may not be less than 110% of the Fair Market
Value on the date the Option is granted.

            (b)   Option  Term.  Any Incentive Stock Option  granted  to  a
Participant  who  is  not an Over 10% Owner is not  exercisable  after  the
expiration  of  ten (10) years after the date the Option is  granted.   Any
Incentive  Stock  Option granted to an Over 10% Owner  is  not  exercisable
after  the  expiration  of five (5) years after  the  date  the  Option  is
granted.  The term of any Nonqualified Stock Option must be as specified in
the applicable Stock Incentive Agreement.

            (c)   Payment.   Payment  for  all shares  of  Stock  purchased
pursuant  to the exercise of an Option will be made in any form  or  manner
authorized  by  the  Committee  in  the Stock  Incentive  Agreement  or  by
amendment  thereto, including, but not limited to, cash or,  if  the  Stock
Incentive Agreement provides:

                  (1)  by delivery to the Company of a number of shares  of
Stock which have been owned by the holder for at least six (6) months prior
to  the date of exercise having an aggregate Fair Market Value of not  less
than  the product of the Exercise Price multiplied by the number of  shares
the Participant intends to purchase upon exercise of the Option on the date
of delivery;

                 (2) in a cashless exercise through a broker; or

                 (3)  by having a number of shares of Stock withheld,  the
Fair  Market  Value of which as of the date of exercise  is  sufficient  to
satisfy the Exercise Price.

In  its discretion, the Committee also may authorize (at the time an Option
is granted or thereafter) Company financing to assist the Participant as to
payment  of  the  Exercise Price on such terms as may  be  offered  by  the
Committee  in  its discretion.  Payment must be made at the time  that  the
Option  or  any part thereof is exercised, and no shares may be  issued  or
delivered  upon exercise of an option until full payment has been  made  by
the  Participant.  The holder of an Option, as such, has none of the rights
of a stockholder.

            (d)   Conditions  to  the Exercise of an Option.   Each  Option
granted  under the Plan is exercisable by whom, at such time or  times,  or
upon  the occurrence of such event or events, and in such amounts,  as  the
Committee  specifies in the Stock Incentive Agreement;  provided,  however,
that  subsequent  to  the grant of an Option, the Committee,  at  any  time
before  complete  termination of such Option, may accelerate  the  time  or
times at which such Option may be exercised in whole or in part, including,
without limitation, upon a Change in Control and may permit the Participant
or  any  other  designated person to exercise the Option,  or  any  portion
thereof, for all or part of the remaining Option term, notwithstanding  any
provision of the Stock Incentive Agreement to the contrary.

                                    37
<PAGE>
            (e)  Termination of Incentive Stock Option.  With respect to an
Incentive  Stock  Option, in the event of Termination of  Employment  of  a
Participant, the Option or portion thereof held by the Participant which is
unexercised will expire, terminate, and become unexercisable no later  than
the  expiration  of  three  (3) months after the  date  of  Termination  of
Employment;  provided,  however,  that  in  the  case  of  a  holder  whose
Termination of Employment is due to death or Disability, one (1) year  will
be substituted for such three (3) month period; provided, further that such
time  limits may be exceeded by the Committee under the terms of the grant,
in  which  case,  the  Incentive Stock Option will be a Nonqualified  Stock
Option if it is exercised after the time limits that would otherwise apply.
For  purposes  of  this Subsection (e), Termination of  Employment  of  the
Participant  will  not  be deemed to have occurred if  the  Participant  is
employed  by another corporation (or a parent or subsidiary corporation  of
such other corporation) which has assumed the Incentive Stock Option of the
Participant in a transaction to which Code Section 424(a) is applicable.

             (f)   Special  Provisions  for  Certain  Substitute   Options.
Notwithstanding  anything to the contrary in this Section 3.2,  any  Option
issued  in substitution for an option previously issued by another  entity,
which  substitution occurs in connection with a transaction to  which  Code
Section 424(a) is applicable, may provide for an exercise price computed in
accordance  with such Code Section and the regulations thereunder  and  may
contain  such other terms and conditions as the Committee may prescribe  to
cause  such  substitute Option to contain as nearly as  possible  the  same
terms  and  conditions  (including the applicable vesting  and  termination
provisions)  as  those  contained  in the previously  issued  option  being
replaced thereby.

     3.3   Terms  and Conditions of Stock Appreciation Rights.  Each  Stock
Appreciation  Right  granted under the Plan must be evidenced  by  a  Stock
Incentive  Agreement.  A Stock Appreciation Right entitles the  Participant
to  receive  the  excess of (1) the Fair Market Value  of  a  specified  or
determinable  number  of  shares of the Stock at the  time  of  payment  or
exercise over (2) a specified or determinable price which, in the case of a
Stock  Appreciation Right granted in connection with an Option, may not  be
less  than  the  Exercise Price for that number of shares subject  to  that
Option.   A  Stock Appreciation Right granted in connection  with  a  Stock
Incentive  may  only  be  exercised to the extent that  the  related  Stock
Incentive has not been exercised, paid or otherwise settled.

           (a)  Settlement.  Upon settlement of a Stock Appreciation Right,
the  Company must pay to the Participant the appreciation in cash or shares
of  Stock (valued at the aggregate Fair Market Value on the date of payment
or  exercise)  as  provided in the Stock Incentive  Agreement  or,  in  the
absence of such provision, as the Committee may determine.

           (b)  Conditions  to  Exercise.  Each Stock  Appreciation  Right
granted under the Plan is exercisable or payable at such time or times,  or
upon  the occurrence of such event or events, and in such amounts,  as  the
Committee  specifies in the Stock Incentive Agreement;  provided,  however,
that  subsequent to the grant of a Stock Appreciation Right, the Committee,
at  any  time before complete termination of such Stock Appreciation Right,
may accelerate the time or times at which such Stock Appreciation Right may
be exercised or paid in whole or in part.



                                    38
<PAGE>
     3.4   Terms  and Conditions of Stock Awards.  The number of shares  of
Stock  subject  to  a  Stock Award and restrictions or conditions  on  such
shares,  if  any, will be as the Committee determines, and the  certificate
for  such  shares  will  bear evidence of any restrictions  or  conditions.
Subsequent  to the date of the grant of the Stock Award, the Committee  has
the  power  to permit, in its discretion, an acceleration of the expiration
of  an applicable restriction period with respect to any part or all of the
shares  awarded to a Participant.  The Committee may require a cash payment
from the Participant in an amount no greater than the aggregate Fair Market
Value  of  the shares of Stock awarded determined at the date of  grant  in
exchange for the grant of a Stock Award or may grant a Stock Award  without
the requirement of a cash payment.

     3.5   Terms and Conditions of Dividend Equivalent Rights.  A  Dividend
Equivalent  Right  entitles the Participant to receive  payments  from  the
Company in an amount determined by reference to any cash dividends paid  on
a  specified  number of shares of Stock to Company stockholders  of  record
during the period such rights are effective.  The Committee may impose such
restrictions  and  conditions  on  any Dividend  Equivalent  Right  as  the
Committee  in its discretion shall determine, including the date  any  such
right  shall  terminate and may reserve the right to  terminate,  amend  or
suspend any such right at any time.

            (a)  Payment. Payment in respect of a Dividend Equivalent Right
may  be  made  by  the Company in cash or shares of Stock (valued  at  Fair
Market  Value  on  the date of payment) as provided in the Stock  Incentive
Agreement or Stock Incentive Program, or, in the absence of such provision,
as the Committee may determine.

            (b)   Conditions  to Payment.  Each Dividend  Equivalent  Right
granted  under  the  Plan is payable at such time or  times,  or  upon  the
occurrence  of such event or events, and in such amounts, as the  Committee
specifies  in  the applicable Stock Incentive Agreement or Stock  Incentive
Program;  provided,  however, that subsequent to the grant  of  a  Dividend
Equivalent Right, the Committee, at any time before complete termination of
such  Dividend Equivalent Right, may accelerate the time or times at  which
such Dividend Equivalent Right may be paid in whole or in part.

     3.6   Terms  and Conditions of Performance Unit Awards.  A Performance
Unit  Award shall entitle the Participant to receive, at a specified future
date,  payment  of an amount equal to all or a portion of the  value  of  a
specified  or determinable number of units (stated in terms of a designated
or  determinable dollar amount per unit) granted by the Committee.  At  the
time  of  the  grant, the Committee must determine the base value  of  each
unit,  the  number  of  units  subject to a  Performance  Unit  Award,  the
performance factors applicable to the determination of the ultimate payment
value  of  the  Performance Unit Award and the period  over  which  Company
performance shall be measured.  The Committee may provide for an  alternate
base value for each unit under certain specified conditions.

           (a)  Payment.  Payment in respect of Performance Unit Awards may
be  made  by the Company in cash or shares of Stock (valued at Fair  Market
Value on the date of payment) as provided in the applicable Stock Incentive
Agreement  or Stock Incentive Program or, in the absence of such provision,
as the Committee may determine.



                                    39
<PAGE>
           (b)  Conditions to Payment.  Each Performance Unit Award granted
under  the  Plan  shall  be payable at such time  or  times,  or  upon  the
occurrence  of such event or events, and in such amounts, as the  Committee
may  specify in the applicable Stock Incentive Agreement or Stock Incentive
Program;  provided, however, that subsequent to the grant of a  Performance
Unit  Award, the Committee, at any time before complete termination of such
Performance  Unit  Award, may accelerate the time or times  at  which  such
Performance Unit Award may be paid in whole or in part.

     3.7   Terms  and Conditions of Phantom Shares.  Phantom  Shares  shall
entitle the Participant to receive, at a specified future date, payment  of
an amount equal to all or a portion of the Fair Market Value of a specified
number of shares of Stock at the end of a specified period.  At the time of
the  grant, the Committee will determine the factors which will govern  the
portion  of  the  rights so payable, including, at the  discretion  of  the
Committee,  any performance criteria that must be satisfied as a  condition
to  payment.  Phantom Share awards containing performance criteria  may  be
designated as Performance Unit Awards.

            (a)  Payment.  Payment in respect of Phantom Shares may be made
by  the Company in cash or shares of Stock (valued at Fair Market Value  on
the  date  of  payment)  as  provided in  the  applicable  Stock  Incentive
Agreement or Stock Incentive Program, or, in the absence of such provision,
as the Committee may determine.

            (b)   Conditions to Payment.  Each Phantom Share granted  under
the  Plan is payable at such time or times, or upon the occurrence of  such
event  or events, and in such amounts, as the Committee may specify in  the
applicable Stock Incentive Agreement or Stock Incentive Program;  provided,
however, that subsequent to the grant of a Phantom Share, the Committee, at
any  time before complete termination of such Phantom Share, may accelerate
the  time or times at which such Phantom Share may be paid in whole  or  in
part.

     3.8   Treatment of Awards Upon Termination of Employment.   Except  as
otherwise provided by Plan Section 3.2(e), any award under this Plan  to  a
Participant  who  has  experienced  a  Termination  of  Employment  may  be
cancelled,  accelerated, paid or continued, as provided in  the  applicable
Stock Incentive Agreement or Stock Incentive Program, or, in the absence of
such  provision, as the Committee may determine.  The portion of any  award
exercisable  in the event of continuation or the amount of any payment  due
under  a  continued award may be adjusted by the Committee to  reflect  the
Participant's period of service from the date of grant through the date  of
the  Participant's Termination of Employment or such other factors  as  the
Committee determines are relevant to its decision to continue the award.













                                    40
<PAGE>
                     SECTION 4 - RESTRICTIONS ON STOCK

     4.1   Escrow of Shares.  Any certificates representing the  shares  of
Stock issued under the Plan will be issued in the Participant's name,  but,
if  the applicable Stock Incentive Agreement or Stock Incentive Program  so
provides, the shares of Stock will be held by a custodian designated by the
Committee (the "Custodian").  Each applicable Stock Incentive Agreement  or
Stock  Incentive Program providing for transfer of shares of Stock  to  the
Custodian  must  appoint  the  Custodian as the  attorney-in-fact  for  the
Participant  for  the  term  specified in the  applicable  Stock  Incentive
Agreement or Stock Incentive Program, with full power and authority in  the
Participant's name, place and stead to transfer, assign and convey  to  the
Company any shares of Stock held by the Custodian for such Participant,  if
the Participant forfeits the shares under the terms of the applicable Stock
Incentive Agreement or Stock Incentive Program.  During the period that the
Custodian  holds  the shares subject to this Section,  the  Participant  is
entitled  to  all  rights,  except  as provided  in  the  applicable  Stock
Incentive  Agreement or Stock Incentive Program, applicable  to  shares  of
Stock  not so held.  Any dividends declared on shares of Stock held by  the
Custodian  must as provided in the applicable Stock Incentive Agreement  or
Stock  Incentive Program, be paid directly to the Participant  or,  in  the
alternative,  be  retained by the Custodian or by  the  Company  until  the
expiration  of  the  term  specified  in  the  applicable  Stock  Incentive
Agreement or Stock Incentive Program and shall then be delivered,  together
with  any proceeds, with the shares of Stock to the Participant or  to  the
Company, as applicable.

     4.2   Restrictions  on Transfer.  The Participant does  not  have  the
right  to  make or permit to exist any disposition of the shares  of  Stock
issued  pursuant  to  the  Plan  except as provided  in  the  Plan  or  the
applicable  Stock  Incentive  Agreement or Stock  Incentive  Program.   Any
disposition of the shares of Stock issued under the Plan by the Participant
not  made  in  accordance with the Plan or the applicable  Stock  Incentive
Agreement  or Stock Incentive Program will be void.  The Company  will  not
recognize,  or  have  the duty to recognize, any disposition  not  made  in
accordance  with the Plan and the applicable Stock Incentive  Agreement  or
Stock Incentive Program, and the shares so transferred will continue to  be
bound  by  the Plan and the applicable Stock Incentive Agreement  or  Stock
Incentive Program.



















                                    41
<PAGE>
                      SECTION 5 - GENERAL PROVISIONS

     5.1  Withholding.  The Company must deduct from all cash distributions
under the Plan any taxes required to be withheld by federal, state or local
government.   Whenever  the Company proposes or is  required  to  issue  or
transfer  shares of Stock under the Plan or upon the vesting of  any  Stock
Award,  the Company has the right to require the recipient to remit to  the
Company  an  amount  sufficient to satisfy any  federal,  state  and  local
withholding  tax requirements prior to the delivery of any  certificate  or
certificates  for  such  shares or the vesting  of  such  Stock  Award.   A
Participant  may  pay the withholding tax in cash, or,  if  the  applicable
Stock   Incentive  Agreement  or  Stock  Incentive  Program   provides,   a
Participant  may  elect to have the number of shares  of  Stock  he  is  to
receive  reduced by, or with respect to a Stock Award, tender back  to  the
Company,  the  smallest  number  of  whole  shares  of  Stock  which,  when
multiplied by the Fair Market Value of the shares of Stock determined as of
the Tax Date (defined below), is sufficient to satisfy the minimum required
federal,  state and local, if any, withholding taxes arising from  exercise
or  payment of a Stock Incentive (a "Withholding Election").  A Participant
may  make  a  Withholding Election only if both of the following conditions
are met:

            (a)   The Withholding Election must be made on or prior to  the
date  on which the amount of tax required to be withheld is determined (the
"Tax Date") by executing and delivering to the Company a properly completed
notice of Withholding Election as prescribed by the Committee; and

           (b)  Any Withholding Election made will be irrevocable except on
six  months  advance written notice delivered to the Company; however,  the
Committee may in its sole discretion disapprove and give no effect  to  the
Withholding Election.

     5.2  Changes in Capitalization; Merger; Liquidation.

            (a)   The  number of shares of Stock reserved for the grant  of
Options,  Dividend  Equivalent  Rights, Performance  Unit  Awards,  Phantom
Shares, Stock Appreciation Rights and Stock Awards; the number of shares of
Stock reserved for issuance upon the exercise or payment, as applicable, of
each outstanding Option, Dividend Equivalent Right, Performance Unit Award,
Phantom  Share and Stock Appreciation Right and upon vesting or  grant,  as
applicable,  of  each Stock Award; the Exercise Price of  each  outstanding
Option  and  the  specified  number  of  shares  of  Stock  to  which  each
outstanding  Dividend  Equivalent Right, Performance  Unit  Award,  Phantom
Share and Stock Appreciation Right pertains may be proportionately adjusted
for  any  increase  or  decrease in the number of issued  shares  of  Stock
resulting from a subdivision or combination of shares or the payment  of  a
stock dividend in shares of Stock to holders of outstanding shares of Stock
or  any  other  increase  or  decrease in the number  of  shares  of  Stock
outstanding effected without receipt of consideration by the Company.









                                    42
<PAGE>
            (b)   In  the event of any merger, consolidation, extraordinary
dividend  (including  a spin-off), reorganization or other  change  in  the
corporate structure of the Company or its Stock or tender offer for  shares
of  Stock, the Committee, in its sole discretion, may make such adjustments
with respect to awards and take such other action as it deems necessary  or
appropriate  to  reflect or in anticipation of such merger,  consolidation,
extraordinary dividend (including a spin-off), reorganization, other change
in  corporate structure or tender offer, including, without limitation, the
substitution  of new awards, the termination or adjustment  of  outstanding
awards,  the  acceleration  of awards or the  removal  of  restrictions  on
outstanding  awards,  all  as  may  be provided  in  the  applicable  Stock
Incentive  Agreement  or,  if  not  expressly  addressed  therein,  as  the
Committee  subsequently  may determine in the event  of  any  such  merger,
consolidation,    extraordinary   dividend    (including    a    spin-off),
reorganization or other change in the corporate structure of the Company or
its Stock or tender offer for shares of Stock.  Any adjustment pursuant  to
this  Section  5.2  may  provide, in the Committee's  discretion,  for  the
elimination  without payment therefor of any fractional shares  that  might
otherwise become subject to any Stock Incentive.

            (c)  The existence of the Plan and the Stock Incentives granted
pursuant to the Plan must not affect in any way the right or power  of  the
Company   to   make   or   authorize   any  adjustment,   reclassification,
reorganization  or other change in its capital or business  structure,  any
merger  or  consolidation  of the Company, any  issue  of  debt  or  equity
securities  having preferences or priorities as to the Stock or the  rights
thereof,  the  dissolution  or liquidation of  the  Company,  any  sale  or
transfer  of  all  or  any part of its business or  assets,  or  any  other
corporate act or proceeding.

     5.3   Cash  Awards.   The  Committee may,  at  any  time  and  in  its
discretion, grant to any holder of a Stock Incentive the right to  receive,
at  such  times and in such amounts as determined by the Committee  in  its
discretion,  a cash amount which is intended to reimburse such  person  for
all  or a portion of the federal, state and local income taxes imposed upon
such  person as a consequence of the receipt of the Stock Incentive or  the
exercise of rights thereunder.

     5.4   Compliance with Code.  All Incentive Stock Options to be granted
hereunder  are intended to comply with Code Section 422, and all provisions
of  the  Plan  and  all Incentive Stock Options granted hereunder  must  be
construed in such manner as to effectuate that intent.

     5.5   Right to Terminate Employment or Service Relationship.   Nothing
in  the  Plan  or  in  any  Stock  Incentive  Agreement  confers  upon  any
Participant  the  right  to continue as an officer, employee,  director  or
service  provider  of the Company or any of its Affiliates  or  affect  the
right   of  the  Company  or  any  of  its  Affiliates  to  terminate   the
Participant's employment or service relationship at any time.

     5.6   Non-alienation of Benefits.  Other than as specifically provided
with regard to the death of a Participant, no benefit under the Plan may be
subject   in  any  manner  to  anticipation,  alienation,  sale,  transfer,
assignment, pledge, encumbrance or charge; and any attempt to do  so  shall
be  void.  No such benefit may, prior to receipt by the Participant, be  in
any  manner  liable  for  or subject to the debts, contracts,  liabilities,
engagements or torts of the Participant.

                                    43
<PAGE>
     5.7  Restrictions on Delivery and Sale of Shares; Legends.  Each Stock
Incentive is subject to the condition that if at any time the Committee, in
its   discretion,  shall  determine  that  the  listing,  registration   or
qualification  of  the  shares covered by such  Stock  Incentive  upon  any
securities  exchange  or under any state or federal  law  is  necessary  or
desirable  as  a  condition of or in connection with the granting  of  such
Stock  Incentive  or  the  purchase or delivery of shares  thereunder,  the
delivery  of  any  or all shares pursuant to such Stock  Incentive  may  be
withheld unless and until such listing, registration or qualification shall
have been effected.  If a registration statement is not in effect under the
Securities Act of 1933 or any applicable state securities laws with respect
to  the  shares of Stock purchasable or otherwise deliverable  under  Stock
Incentives  then outstanding, the Committee may require, as a condition  of
exercise  of  any Option or as a condition to any other delivery  of  Stock
pursuant to a Stock Incentive, that the Participant or other recipient of a
Stock Incentive represent, in writing, that the shares received pursuant to
the  Stock Incentive are being acquired for investment and not with a  view
to  distribution and agree that the shares will not be disposed  of  except
pursuant  to an effective registration statement, unless the Company  shall
have  received an opinion of counsel that such disposition is  exempt  from
such  requirement under the Securities Act of 1933 and any applicable state
securities  laws.   The  Company may include on  certificates  representing
shares  delivered pursuant to a Stock Incentive such legends  referring  to
the  foregoing  representations or restrictions  or  any  other  applicable
restrictions  on  resale  as  the Company, in its  discretion,  shall  deem
appropriate.

     5.8   Listing  and  Legal Compliance.  The Committee may  suspend  the
exercise  or  payment of any Stock Incentive so long as it determines  that
securities  exchange  listing or registration or  qualification  under  any
securities  laws  is  required in connection therewith  and  has  not  been
completed on terms acceptable to the Committee.

     5.9    Termination and Amendment of the Plan.  The Board of  Directors
at  any  time may amend or terminate the Plan without stockholder approval;
provided,  however, that the Board of Directors may condition any amendment
on  the  approval  of  stockholders of the  Company  if  such  approval  is
necessary  or advisable with respect to tax, securities or other applicable
laws.   No such termination or amendment without the consent of the  holder
of  a  Stock  Incentive may adversely affect the rights of the  Participant
under such Stock Incentive.

     5.10  Stockholder  Approval.   The  Plan  must  be  submitted  to  the
stockholders  of the Company for their approval within twelve  (12)  months
before  or after the adoption of the Plan by the Board of Directors of  the
Company.   If  such  approval is not obtained, any Stock Incentive  granted
hereunder will be void.

     5.11  Choice  of  Law.  The laws of the State of Delaware  govern  the
Plan, to the extent not preempted by federal law, without reference to  the
principles of conflict of laws.







                                    44
<PAGE>

IN  WITNESS WHEREOF, the Company has executed this Plan on this 11th day of
August, 2000.


                         TYSON FOODS, INC.


                         By:

                         Title:















































                                    45
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PAGES 20-52 OF ANNUAL REPORT TO SHAREHOLDERS
<TEXT>






















































<PAGE>
                   MANAGEMENT'S DISCUSSION AND ANALYSIS
                   TYSON FOODS, INC. 2000 ANNUAL REPORT


RESULTS OF OPERATIONS  Earnings for fiscal 2000 were $151 million or  $0.67
per  share  compared  to $230 million or $1.00 per share  in  fiscal  1999.
Earnings in fiscal 2000 were adversely affected by an oversupply of chicken
and  a  $33  million  charge on non-recurring items including  a  bad  debt
writeoff related to AmeriServe and growout issues at Tyson de Mexico.   The
Company's  accounting cycle resulted in a 52-week year for  both  2000  and
1999 compared to a 53-week year for 1998.

2000 vs. 1999
Sales  for  2000  decreased  2.8% from sales for  1999.  This  decrease  is
primarily  due  to the sale of the seafood business on July 17,  1999,  and
other divested non-core businesses.  Comparable sales increased 0.6%  on  a
volume  increase  of  0.3% compared to 1999.  Additionally,  the  operating
results  for  2000 were negatively affected by a weak domestic  market  for
chicken  and  reduced  volume  by  the Company's  Mexican  subsidiary.   In
response  to  the oversupply of chicken, the Company maintained  throughout
fiscal  2000  a  3%  cut  in the number of chickens  produced.   Management
anticipates this oversupply of chicken to continue into fiscal 2001.

     The  Company  presently  identifies segments  based  on  the  products
offered  and  the  nature of customers resulting in four reported  business
segments:  Food Service, Consumer Products, International and  Swine.   The
Company's seafood business, which was sold on July 17, 1999, is listed as a
business segment for fiscal 1999 and 1998.

The following is an analysis of sales by segment:
                                                          dollars in
millions
- ----------------------------------------------------------------------
                            2000              1999          Change
- ----------------------------------------------------------------------
Food Service               $3,312            $3,354         $(42)

Consumer Products           2,250             2,252           (2)
International                 657               645           12
Swine                         157               110           47
Seafood                        -                189         (189)
Other                         782               813          (31)
- ----------------------------------------------------------------------
Total                      $7,158            $7,363        $(205)

======================================================================












                                    46
<PAGE>
     Segment  profit,  defined as gross profit less  selling  expenses,  by
segment is as follows:


dollars in millions
- ----------------------------------------------------------------------
                            2000              1999          Change

- ----------------------------------------------------------------------
Food Service                $197              $311           $(114)
Consumer Products            145               241             (96)
International                 50                68             (18)
Swine                         19               (63)             82
Seafood                       -                 22             (22)
Other                        140               155             (15)
- ----------------------------------------------------------------------
Total                       $551              $734           $(183)

======================================================================

     Food  Service  sales decreased $42 million or 1.3% compared  to  1999,
with  a  1.4% decrease in average sales prices partially offset by  a  0.2%
increase in volume. Segment profit for Food Service decreased $114  million
or  36.7%  from  1999  primarily due to lower market  prices,  product  mix
changes  and  higher grain costs. Food Service includes fresh,  frozen  and
value-added chicken products sold through domestic food service,  specialty
and  commodity distributors who deliver to restaurants, schools  and  other
accounts.

     Consumer Products sales decreased $2 million or 0.1% compared to 1999,
with  a  0.6% decrease in average sales prices partially offset by  a  0.6%
increase  in  volume.  Segment profit for Consumer Products  decreased  $96
million or 39.7% from 1999 primarily due to lower market prices and  higher
grain  costs,  which  more than offset the improved product  mix.  Consumer
Products  include  fresh,  frozen  and value-added  chicken  products  sold
through  domestic  retail  markets  for  at-home  consumption  and  through
wholesale club markets targeted to small foodservice operators, individuals
and small businesses.

     International sales increased $12 million or 1.9% over  1999,  with  a
4.2%  increase in average sales prices partially offset by a 2.3%  decrease
in volume. International segment profit decreased $18 million or 26.5% from
1999  primarily due to losses incurred by the Company's Mexican  subsidiary
resulting  from  the  outbreak of Exotic Newcastle disease  and  associated
decreases  in  production.  The Newcastle disease had been eradicated  from
our  facilities by fiscal year end and production volumes had  returned  to
normal  levels.  The Company's International segment markets and sells  the
full line of Tyson chicken products throughout the world.

     Swine  sales  increased $47 million or 42.7% over 1999, with  a  56.5%
increase  in  average sales prices partially offset by an 8.3% decrease  in
volume.  Swine  segment profit improved $82 million  or  130.2%  over  1999
primarily due to the increase in average sales prices.  The Company's swine
segment  includes feeder pig finishing and marketing of swine  to  regional
and national packers.



                                     47
<PAGE>
     Other  sales decreased $31 million or 3.8% from 1999 primarily due  to
non-core businesses sold during fiscal 1999. Other segment profit decreased
$15  million  or 9.7% from 1999.  The majority of revenue included  in  the
Other segment is derived from the Company's Specialty Products and Prepared
Foods  groups  and  the  Company's  wholly  owned  subsidiary  involved  in
supplying chicken breeding stock.

Cost of sales for 2000 decreased 0.2% as compared to 1999. This decrease is
primarily  the  result of decreased sales. As a percent of sales,  cost  of
sales was 84.4% for 2000 compared to 82.2% for 1999.  The increase in  cost
of  sales  as  a percent of sales was due to the weak domestic  market  for
chicken,  the  reduction in volume associated with  the  Company's  ongoing
production  cut,  losses incurred by the Company's Mexican  subsidiary  and
higher grain costs.

Operating  expenses  for 2000 decreased 6.8% from 1999,  primarily  due  to
impairment  and  other charges of $77 million recorded  in  1999  partially
offset  by  a  $21  million  increase in current year  expenses,  primarily
general  and  administrative.  As  a  percent  of  sales,  selling  expense
increased  to 7.9% in 2000 compared to 7.8% in 1999, primarily due  to  the
decrease  in sales.  Selling expense decreased $12 million in 2000 compared
to  1999  due  to  a  decrease  in sales promotion  expenses.  General  and
administrative expense, as a percent of sales, was 2.4% in 2000 compared to
1.8%  in  1999.  The  increase  in general and  administrative  expense  is
primarily due to a $24 million bad debt writeoff related to the January 31,
2000,  bankruptcy filing by AmeriServe Food Distribution,  Inc.  and  other
increases related to ongoing litigation costs.  Amortization expense, as  a
percent of sales, was 0.5% in both 2000 and 1999.

                                 [BAR GRAPH]
                        EXPENSES AS A PERCENT OF SALES

                              2000      1999      1998

General and Administrative     2.0%*    1.8%      1.8%
Selling                        7.9%     7.8%      8.0%**

  * Excludes $24 million bad debt writeoff
 ** Excludes $48 million impairment loss

Interest  expense in 2000 decreased 7.3% compared to 1999. As a percent  of
sales,  interest  expense was 1.6% in 2000 compared to 1.7%  in  1999.  The
Company  had  a  lower  level  of borrowing in 2000,  which  decreased  the
Company's average indebtedness by 14.8% over the same period last year. The
Company's  short-term  interest rates were slightly higher  than  the  same
period last year, and the net average effective interest rate on total debt
was 6.9% for 2000 compared to 6.2% for 1999.

The  effective tax rate for 2000 increased to 35.6% compared to  34.9%  for
1999  primarily due to an increase in foreign subsidiary earnings effective
tax rate.

Return on invested capital (ROIC), defined as earnings before interest  and
taxes  divided  by average total assets less current liabilities  excluding
current debt, was 8.2% for 2000 compared to 10.9% for 1999.



                                    48
<PAGE>
                         [BAR GRAPH]

                  RETURN ON INVESTED CAPITAL

          2000            8.2%(WHITE)      8.7%(BLACK)
          1999           10.9%(WHITE)     12.6%(BLACK)
          1998            4.9%(WHITE)      9.9%(BLACK)

ROIC(WHITE)

ROIC excluding bad debt charge of $24 million in 2000 and impairment
and other charges of $77 million in 1999 and $211 million in 1998(BLACK)


ACQUISITIONS  On January 9, 1998, the Company completed the acquisition  of
Hudson Foods, Inc. (Hudson or Hudson Acquisition). At the effective time of
the  acquisition, the Class A and Class B shareholders of  Hudson  received
approximately  18.4 million shares of the Company's Class  A  common  stock
valued  at  approximately $364 million and approximately  $257  million  in
cash.  The  Company borrowed funds under its commercial  paper  program  to
finance   the  cash  portion  of  the  Hudson  Acquisition  and  to   repay
approximately  $61 million under Hudson's revolving credit facilities.  The
Hudson  Acquisition  was  accounted for as a purchase  and  the  excess  of
investment  over net assets acquired is being amortized straight-line  over
40  years.  The  Company's consolidated results of operations  include  the
operations of Hudson since the acquisition date.

DISPOSITIONS On July 17, 1999, the Company completed the sale of the assets
of Tyson Seafood Group in two separate transactions. Under the terms of the
agreements,  the  Company  received  net  proceeds  of  approximately  $165
million,  which was used to reduce indebtedness, and subsequently collected
receivables  totaling approximately $16 million. The Company  recognized  a
pretax loss of approximately $19 million on the sale of the seafood assets.
     Effective December 31, 1998, the Company sold Willow Brook Foods,  its
integrated  turkey production and processing business, and its Albert  Lea,
Minn.,  processing  facility which primarily produced sausages,  lunch  and
deli  meats.  In  addition,  on December 31, 1998,  the  Company  sold  its
National  Egg  Products  Company operations in  Social  Circle,  Ga.  These
facilities  were sold for amounts that approximated their carrying  values.
These operations were acquired as part of the Hudson Acquisition.

IMPAIRMENT  AND  OTHER CHARGES In the fourth quarter of  fiscal  1999,  the
Company  recorded  a  pretax charge totaling $35  million  related  to  the
anticipated loss on the sale and closure of the Pork Group assets.  In  the
first quarter of fiscal 2000, the Company ceased negotiations for the  sale
of  the Pork Group. Additionally, in the fourth quarter of fiscal 1999, the
Company  recorded  pretax charges totaling $23 million  for  impairment  of
property and equipment and write-down of related excess of investments over
net assets acquired of Mallard's Food Products.
     In  the  fourth  quarter of fiscal 1998, as a result of the  Company's
restructuring  plan,  pretax charges totaling $215 million  were  recorded.
These  charges were classified in the Consolidated Statements of Income  as
$142  million  asset impairment and other charges, $48 million  in  selling
expenses, $21 million in cost of sales and $4 million in other expense.




                                    49
<PAGE>
1999 vs. 1998
Sales  for  1999 decreased 0.7% from sales for 1998. The operating  results
for 1999 were affected negatively by the excess supply of chicken and other
meats  during the last six months of the fiscal year, partially  offset  by
the volume gained from the Hudson Acquisition and the inclusion of Tyson de
Mexico on a consolidated basis.

     The following is an analysis of sales by segment:
                                       dollars in millions
- -----------------------------------------------------------
                           1999        1998       Change
- -----------------------------------------------------------
Food Service              $3,354      $3,329     $  25

Consumer Products          2,252       2,074       178
International                645         592        53
Swine                        110         161       (51)
Seafood                      189         214       (25)
Other                        813       1,044      (231)
- -----------------------------------------------------------
Total                     $7,363      $7,414     $ (51)
===========================================================

Segment profit, defined as gross profit less selling expenses,
is as follows:


dollars in millions
- -----------------------------------------------------------
                           1999        1998       Change
- -----------------------------------------------------------
Food Service             $311         $232       $ 79
Consumer Products         241          179         62
International              68            9         59
Swine                     (63)         (21)       (42)
Seafood                    22            3         19
Other                     155          110         45
- -----------------------------------------------------------
Total                    $734         $512       $222

===========================================================

     Food  Service  sales for 1999 increased $25 million or  0.8%  compared
1998, with a 2.6% increase in volume primarily offset by a 1.8% decrease in
average sales prices. Segment profit for Food Service increased $79 million
over 1998 primarily due to lower grain prices and a change in product mix.

     Consumer  Products  sales  for 1999 increased  $178  million  or  8.6%
compared  to 1998.  This increase was primarily due to a 10.5% increase  in
volume  partially  offset  by  a 1.8% decrease  in  average  sales  prices.
Consumer  Products segment profit increased $62 million resulting from  the
increase in volume and lower grain costs.






                                    50
<PAGE>
     International sales for 1999 increased $53 million or 9%  compared  to
1998.  This increase is primarily the result of a 29.6% increase in  volume
partially  offset  by  a  15.9% decrease in average sales  prices.  Segment
profit for International increased $59 million. The increase in volume  and
segment  profit  for  the International segment is  primarily  due  to  the
consolidation of Tyson de Mexico.

     Swine  sales for 1999 decreased $51 million or 31.7% compared to 1998.
Swine segment loss increased $42 million. The Swine business experienced  a
significant  decrease  in  market prices  during  1999  compared  to  1998,
resulting in a Swine group net loss of $0.18 per share for 1999.

     Seafood  sales  for  1999 decreased $25 million or 11.7%  compared  to
1998.   This decrease was primarily due to the sale of the seafood business
at  the beginning of the fourth quarter of 1999. Segment profit for Seafood
increased $19 million.

     Other sales for 1999 decreased $231 million or 22.1% compared to 1998,
primarily  due to the sale of non-core businesses at the end of  the  first
quarter of 1999. Other segment profit increased $45 million.

Cost  of sales for 1999 decreased 3.3% compared to 1998. This decrease  was
primarily the result of decreased sales and lower grain costs. As a percent
of  sales,  cost  of sales was 82.2% for 1999 compared to  84.4%  for  1998
primarily due to lower grain costs.

Operating  expenses for 1999 decreased 13.5% from 1998,  primarily  due  to
impairment  and  other  charges of $77 million in  1999  compared  to  $142
million in 1998.  As a percent of sales, selling expense decreased to  7.8%
in  1999 compared to 8.7% in 1998, primarily due to the $48 million  charge
in  1998 for losses in the Company's export business to Russia. General and
administrative expense, as a percent of sales, was 1.8% in  both  1999  and
1998.  Amortization  expense, as a percent  of  sales,  was  0.5%  in  1999
compared to 0.4% in 1998.

Interest expense in 1999 decreased 10.9% compared to 1998. As a percent  of
sales,  interest  expense was 1.7% in 1999 compared to 1.9%  in  1998.  The
Company  had  a  lower  level  of borrowing in 1999,  which  decreased  the
Company's  average indebtedness by 6.4% from 1998. The Company's short-term
interest  rates  were  slightly lower than in 1998,  and  the  net  average
effective  interest rate on total debt was 6.2% for 1999 compared  to  6.6%
for 1998.

The effective tax rate for 1999 was 34.9% compared to 64.7% for 1998.   The
1998  effective  tax rate was affected by certain costs  related  to  asset
impairment and foreign losses not deductible for tax purposes.

Return on invested capital for 1999 was 10.9% compared to 4.9% for 1998.










                                    51
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Cash  provided  by  operations continues to be the  Company's  primary
source  of  funds  to finance operating needs and capital expenditures.  In
2000,  net  cash  of $587 million was provided by operating activities,  an
increase of $40 million from 1999. The Company's foreseeable cash needs for
operations  and  capital expenditures will continue  to  be  met  primarily
through cash flows from operations. At September 30, 2000, the Company  had
construction  projects  in  progress that will require  approximately  $121
million to complete.

                                [BAR GRAPH]

                   CASH PROVIDED BY OPERATING ACTIVITIES
                            dollars in millions

                              2000      $587
                              1999      $547
                              1998      $496


     Total debt at September 30, 2000, was $1.5 billion, a decrease of $262
million from October 2, 1999. The Company has an unsecured revolving credit
agreement totaling $1 billion that supports the Company's commercial  paper
program.  This  $1 billion facility expires in May 2002. At  September  30,
2000,  $260  million  in  commercial paper was outstanding  under  this  $1
billion  facility.  Additional outstanding  debt  at  September  30,  2000,
consisted  of  $880 million of public debt, $112 million  of  institutional
notes,  $155  million of leveraged equipment loans, $62  million  of  notes
payable and $73 million of other indebtedness.


                                [BAR GRAPH]

                           TOTAL CAPITALIZATION
                            dollars in billions

                                   2000      1999      1998

                         Debt      1.5       1.8       2.1
                         Equity    2.2       2.1       2.0

     The  revolving  credit agreement and notes contain various  covenants,
the  more restrictive of which require maintenance of a minimum net  worth,
current  ratio, cash flow coverage of interest and a maximum total debt-to-
capitalization ratio. The Company is in compliance with these covenants  at
fiscal year end.

     Shareholders'  equity increased 2.2% during 2000 and has  grown  at  a
compounded annual rate of 8.2% over the past five years.








                                    52
<PAGE>
IMPACT OF YEAR 2000
The Company has completed its Year 2000 Project as scheduled. The Company's
products, computing and communications infrastructure systems have operated
without  Year 2000 related problems. The Company is not aware that  any  of
its  major  customers or third-party suppliers has experienced  significant
Year 2000 related problems.
     The  Company  believes all its critical systems are Year  2000  ready;
however, there is no guarantee that the Company has discovered all possible
failure points including all systems, non-ready third parties whose systems
and operations affect the Company and other uncertainties.
     As  of  September  30,  2000,  the Year 2000  Project  was  considered
complete and no further actions were required.

MARKET RISK
Market  risks  relating to the Company's operations result  primarily  from
changes  in commodity prices, interest rates and foreign exchange rates  as
well  as credit risk concentrations. To address certain of these risks  the
Company  enters  into  various  hedging transactions  as  described  below.
Financial  instruments that do not qualify for hedge accounting are  marked
to fair value and the gains or losses are recognized currently in earnings.

Commodities  Risk  The  Company  is  a purchaser  of  certain  commodities,
primarily  corn  and  soybeans.  The Company  periodically  uses  commodity
futures  and options for hedging purposes to reduce the effect of  changing
commodity  prices  and as a mechanism to procure these  grains.  Generally,
contract  terms of a hedge instrument closely mirror those  of  the  hedged
item  providing a high degree of risk reduction and correlation.  Contracts
that  effectively  meet  this risk reduction and correlation  criteria  are
recorded  using  hedge  accounting.  Gains  and  losses  on  closed   hedge
transactions  are  recorded  as a component  of  the  underlying  inventory
purchase.
      The  following  table provides information about the Company's  corn,
soybean and other feed ingredient inventory and financial instruments  that
are  sensitive  to  changes in commodity prices.  The  table  presents  the
carrying  amounts  and fair values at September 30, 2000,  and  October  2,
1999.  Additionally, for puts and futures contracts, the  latest  of  which
expires or matures eight months from the reporting date, the table presents
the notional amounts in units of purchase and the weighted average contract
prices.
<TABLE>
<CAPTION>
volume and dollars in millions, except per unit amounts
                                                        Volume         Weighted avg      Fair value
                                                                       strike price
                                                                          per unit
                                                    2000      1999     2000     1999    2000    1999
<S>                                               <C>        <C>     <C>      <C>      <C>    <C>
Recorded Balance Sheet Commodity Position:
 Commodity inventory(book value of $33 and $34)      -          -       -        -       $33    $34
Hedging Positions
   Corn futures contracts (volume in bushels)
      Long (buy) positions                          17         84      $2.50   $2.21      (9)    (8)
      Short (sell) positions                         -          1        -      2.32       -      -
   Soybean oil futures contracts (volume in cwt)
      Long (buy) positions                           9          -       0.16     -         -      -
      Short (sell) positions                         6          -       0.16     -         -      -
Trading Positions
   Corn puts                                         -         28        -      2.10       -     (3)
</TABLE>                            53
<PAGE>
Interest  Rate  and Foreign Currency Risks The Company hedges  exposure  to
changes  in  interest rates on certain of its financial instruments.  Under
the  terms  of various leveraged equipment loans, the Company  enters  into
interest rate swap agreements to effectively lock in a fixed interest  rate
for these borrowings. The maturity dates of these leveraged equipment loans
range from 2005 to 2008 with interest rates ranging from 4.7% to 6%.

     The  Company  also  periodically enters into foreign exchange  forward
contracts  and  option  contracts to hedge some  of  its  foreign  currency
exposure.  At September 30, 2000, the Company did not have any  outstanding
instruments or transactions that are sensitive to foreign currency exchange
rates.  In  1999,  the  Company used such contracts to  hedge  exposure  to
changes  in  foreign currency exchange rates, primarily the  Mexican  peso,
associated  with debt denominated in U.S. dollars held by Tyson de  Mexico.
At October 2, 1999, the notional amount of these forward exchange contracts
to  sell Mexican pesos for U.S. dollars was $7 million due in 2000, with  a
weighted  average strike price of $10.13 and a negative fair  value  of  $1
million.  Gains  and  losses  on  these  contracts  are  recognized  as  an
adjustment of the subsequent transaction when it occurs. Forward and option
contracts generally have maturities or expirations not exceeding 12 months.

     The   following   tables  provide  information  about  the   Company's
derivative financial instruments and other financial instruments  that  are
sensitive  to  changes in interest rates. The tables present the  Company's
debt  obligations,  principal  cash  flows  and  related  weighted  average
interest  rates  by expected maturity dates and fair values.  For  interest
rate  swaps, the tables present notional amounts, weighted average interest
rates  or  strike  rates  by contractual maturity dates  and  fair  values.
Notional  amounts are used to calculate the contractual cash  flows  to  be
exchanged under the contract.
<TABLE>
<CAPTION>
                                                       dollars in millions
- -----------------------------------------------------------------------------------------------------
                                 2001    2002   2003    2004    2005   Thereafter  Total      Fair
                                                                                              Value
                                                                                             9/30/00
- -----------------------------------------------------------------------------------------------------
<S>                           <C>     <C>     <C>     <C>    <C>       <C>
As of September 30, 2000
Liabilities
Long-term debt
  including current portion
       Fixed rate                $123    $31    $178     $29    $180      $613     $1,154    $1,104
       Average interest rate    8.23%   7.84%   6.18%   7.09%  6.80%     6.78%      6.88%

       Variable rate              -      $276     -       -      -        $50       $326      $326
       Average interest rate      -     6.78%     -       -      -       5.64%      6.61%

Interest rate derivative
  financial instruments
  related to debt
     Interest rate swaps
       Pay fixed                 $18     $20     $22     $21    $16       $13       $110        -
       Average pay rate         6.72%   6.73%   6.73%   6.71%  6.44%     6.60%      6.66%
Average receive rate-
USD 6 month LIBOR
</TABLE>
                                     54
<PAGE>
<TABLE>
<CAPTION>
                                                       dollars in millions
- -----------------------------------------------------------------------------------------------------
                                 2000    2001   2002    2003    2004   Thereafter  Total      Fair
                                                                                              Value
                                                                                             10/2/99
- -----------------------------------------------------------------------------------------------------
<S>                           <C>     <C>     <C>    <C>     <C>      <C>
As of October 2, 1999
Liabilities
Long-term debt
  Including current portion
       fixed rate                $173    $126    $30    $178    $29       $794     $1,330    $1,299
       average interest rate    6.82%   8.18%   7.83%   6.18%  7.08%     6.78%      6.87%

       Variable rate             $50     $17    $291      -      -        $50       $408      $408
       Average interest rate    5.51%   7.67%   5.85%     -      -       3.90%      5.65%

Interest rate derivative
  Financial instruments
  Related to debt
     Interest rate swaps
          Pay fixed              $17     $18     $20     $22    $21       $29       $127      $(1)
       Average pay rate         6.71%   6.69%   6.73%   6.73%  6.71%     6.50%      6.66%
Average receive rate-
USD 6 month LIBOR
</TABLE>
Concentrations of Credit Risk The Company's financial instruments that  are
exposed  to  concentrations  of  credit  risk  consist  primarily  of  cash
equivalents  and trade receivables. The Company's cash equivalents  are  in
high quality securities placed with major banks and financial institutions.
Concentrations of credit risk with respect to receivables are  limited  due
to  the  large  number of customers and their dispersion across  geographic
areas.  The  Company performs periodic credit evaluations of its customers'
financial  condition and generally does not require collateral.  No  single
group or customer represents greater than 10% of total accounts receivable.

RECENTLY ISSUED ACCOUNTING STANDARDS
On  October  1,  2000,  the Company adopted Financial Accounting  Standards
Board Statement (SFAS) No. 133, "Accounting for Derivative Instruments  and
Hedging  Activities," as amended by SFAS Nos. 137 and 138.  This  statement
establishes  accounting and reporting standards, which  requires  that  all
derivative instruments be recorded on the balance sheet at fair value. This
statement also establishes "special accounting" for fair value hedges, cash
flow hedges and hedges of foreign currency exposures of net investments  in
foreign  operations.  The  Company has determined  the  business  processes
related  to  hedging  activities mainly consist of  grain  procurement  and
certain financing activities. The adoption on October 1, 2000, resulted  in
the  cumulative effect of an accounting change of approximately $9  million
being charged to other comprehensive loss.







                                    55
<PAGE>
     In  December 1999, the Securities and Exchange Commission issued Staff
Accounting  Bulletin  (SAB)  No.  101,  which  provides  guidance  on   the
recognition, presentation and disclosure of revenue in financial statements
filed  with the Commission.  SAB 101A was released on March 24,  2000,  and
delayed  for  one fiscal quarter the implementation date  of  SAB  101  for
registrants  with  fiscal years beginning between December  16,  1999,  and
March 15, 2000.  Since the issuance of SAB 101 and SAB 101A, the staff  has
continued to receive requests from a number of groups asking for additional
time  to  determine the effect, if any, on registrant's revenue recognition
practices.    SAB   101B  issued  June  26,  2000,  further   delayed   the
implementation  date  of  SAB 101 until no later  than  the  fourth  fiscal
quarter  of  fiscal years beginning after December 15, 1999.   The  Company
believes  the adoption of SAB 101 in fiscal 2001 will not have  a  material
impact on its financial position or results of operations.

SUBSEQUENT  EVENT  On  October  17, 2000, a  Washington  County  (Arkansas)
Chancery  Court jury awarded the Company approximately $20 million  in  its
lawsuit  against ConAgra, Inc. and ConAgra Poultry Company.  In  its  suit,
the Company alleged that ConAgra, Inc. and ConAgra Poultry Company violated
the   Arkansas  Trade  Secrets  Act  when  they  improperly  obtained   and
implemented  Tyson's confidential feed nutrient profile.  The  court  ruled
that  the  Company's  feed nutrient profile is a  trade  secret  under  the
Arkansas  Trade  Secrets  Act and that ConAgra, Inc.  and  ConAgra  Poultry
Company misappropriated the feed nutrient profile.  The court's ruling  and
the  award  are subject to appeal; therefore, the Company has not  recorded
this award at September 30, 2000.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
This  annual report and other written reports and oral statements made from
time to time by the Company and its representatives contain forward-looking
statements, including forward-looking statements made in this report,  with
respect   to   their  current  views  and  estimates  of  future   economic
circumstances,  industry  conditions,  company  performance  and  financial
results.  These  forward-looking statements are  subject  to  a  number  of
factors and uncertainties that could cause the Company's actual results and
experiences   to  differ  materially  from  the  anticipated  results   and
expectations,  expressed in such forward-looking statements.  In  light  of
these  risks, uncertainties and assumptions, the Company wishes to  caution
readers not to place undue reliance on any forward-looking statements.  The
Company  undertakes no obligation to publicly update or revise any forward-
looking statements based on the occurrence of future events, the receipt of
new information or otherwise.
















                                    56
<PAGE>
     Among the factors that may affect the operating results of the Company
are  the following:  (i) fluctuations in the cost and availability  of  raw
materials,  such as feed grain costs; (ii) changes in the availability  and
relative  costs of labor and contract growers; (iii) market conditions  for
finished   products,  including  the  supply  and  pricing  of  alternative
proteins; (iv) effectiveness of advertising and marketing programs; (v) the
ability  of  the Company to make effective acquisitions and to successfully
integrate  newly acquired businesses into existing operations;  (vi)  risks
associated  with leverage, including cost increases due to rising  interest
rates;  (vii) risks associated with effectively evaluating derivatives  and
hedging  activities  (viii)  changes in  regulations  and  laws,  including
changes  in accounting standards, environmental laws, occupational,  health
and  safety laws; (ix) adverse results from ongoing litigation; (x)  access
to  foreign  markets  together with foreign economic conditions,  including
currency  fluctuations;  and (xi) the effect of,  or  changes  in,  general
economic conditions.










































                                    57
<PAGE>
<TABLE>
<CAPTION>
                     CONSOLIDATED STATEMENTS OF INCOME
                   TYSON FOODS, INC. 2000 ANNUAL REPORT
Three years ended September 30, 2000         in millions, except per share data
- --------------------------------------------------------------------------------
                                                 2000        1999        1998
- --------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>
Sales                                          $7,158      $7,363      $7,414
Cost of Sales                                   6,044       6,054       6,260
- --------------------------------------------------------------------------------
                                                1,114       1,309       1,154
- --------------------------------------------------------------------------------
Operating Expenses:
  Selling                                         563         575         642
  General and administrative                      169         134         133
  Amortization                                     34          36          33
  Asset impairment and other charges               -           77         142
- -------------------------------------------------------------------------------
                                                  766         822         950
- --------------------------------------------------------------------------------
Operating Income                                  348         487         204

Other Expense (Income):
  Interest                                        115         124         139
  Foreign currency exchange                        -           (3)          -
  Other                                            (1)         (5)         (6)
- --------------------------------------------------------------------------------
                                                  114         116         133
- --------------------------------------------------------------------------------
Income Before Taxes on Income and
  Minority Interest                               234         371          71
Provision for Income Taxes                         83         129          46
Minority Interest in Net Income of
  Consolidated Subsidiary                          -           12          -
- --------------------------------------------------------------------------------
Net Income                                      $ 151      $  230      $   25
================================================================================
Basic Earnings Per Share                       $0.67       $ 1.00      $ 0.11
Diluted Earnings Per Share                     $0.67       $ 1.00      $ 0.11
================================================================================
See accompanying notes
</TABLE>














                                    58
<PAGE>
<TABLE>
<CAPTION>
                        CONSOLIDATED BALANCE SHEETS
                   TYSON FOODS, INC. 2000 ANNUAL REPORT
September 30, 2000 and October 2, 1999   in millions, except per share data
<S>                                                     <C>       <C>
Assets                                                   2000      1999
Current Assets:
  Cash and cash equivalents                              $   43    $   30
  Accounts receivable                                       520       603
  Inventories                                               965       989
  Assets held for sale                                        2        75
  Other current assets                                       46        30
- ---------------------------------------------------------------------------
Total Current Assets                                      1,576     1,727
Net Property, Plant and Equipment                         2,141     2,185
Excess of Investments Over Net Assets Acquired              937       962
Other Assets                                                200       209
- ---------------------------------------------------------------------------
Total Assets                                             $4,854    $5,083
===========================================================================
Liabilities and Shareholders' Equity
Current Liabilities:
  Notes payable                                          $   62    $   66
  Current portion of long-term debt                         123       223
  Trade accounts payable                                    346       390
  Accrued compensation and benefits                         104       105
  Other current liabilities                                 251       203
- ---------------------------------------------------------------------------
Total Current Liabilities                                   886       987
Long-Term Debt                                            1,357     1,515
Deferred Income Taxes                                       385       398
Other Liabilities                                            51        55
Shareholders' Equity:
  Common stock ($0.10 par value):
    Class A-authorized 900 million shares:
      Issued 138 million shares in 2000 and 1999             14        14
    Class B-authorized 900 million shares:
      Issued 103 million shares in 2000 and 1999             10        10
  Capital in excess of par value                            735       740
  Retained earnings                                       1,715     1,599
  Accumulated other comprehensive loss                       (5)       (1)
                                                          2,469     2,362
  Less treasury stock, at cost-
   16 million shares in 2000 and
   12 million shares in 1999                                284       232
  Less unamortized deferred compensation                     10         2
Total Shareholders' Equity                                2,175     2,128
- ---------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity               $4,854    $5,083
===========================================================================
see accompanying notes
</TABLE>





                                    59
<PAGE>
<TABLE>
<CAPTION>
              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   TYSON FOODS, INC. 2000 ANNUAL REPORT
Three years ended September 30, 2000
                                                                                      in millions, except per share data
- ---------------------------------------------------------------------------------------------------------------------------
                                            Class A         Class B         Capital                     Treasury Stock
                                         ------------------------------  In Excess Of    Retained  ------------------------
                                         Shares  Amount Shares Amount      Par Value     Earnings    Shares     Amount
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>    <C>     <C>     <C>      <C>            <C>        <C>         <C>
Balance-September 27, 1997                120     $12    103      $10         $379         $1,391      9         $(166)
 Comprehensive Income:
  Net income                                                                                   25
  Other comprehensive income(loss)-
       net of tax of $0.7 million
    Currency translation adjustment

  Total Comprehensive Income

  Purchase of Treasury Shares                                                                          1           (22)
  Exercise of Options                                                                                                3
  Business Acquisitions                    18       2                          362
  Dividends Paid
- ----------------------------------------------------------------------------------------------------------------------------
Balance-October 3, 1998                   138      14    103       10          741          1,394      10         (185)
 Comprehensive Income:
  Net income                                                                                  230
  Other comprehensive income(loss)

  Total Comprehensive Income

  Purchase of Treasury Shares                                                                           3          (52)
  Exercise of Options                                                           (1)                    (1)           6
  Restricted Shares Cancelled                                                                                       (1)
  Dividends Paid                                                                             (25)
- ----------------------------------------------------------------------------------------------------------------------------
Balance-October 2, 1999                   138      14    103      10           740         1,599       12         (232)
 Comprehensive Income:
  Net Income                                                                                 151
  Other comprehensive income(loss)-
       net of tax of $(1.3) million
    Currency translation adjustment
Total Comprehensive Income

  Purchase of Treasury Shares                                                                           5          (69)
  Exercise of Options                                                                                                1
  Restricted Shares Issued                                                     (5)                     (1)          16
  Dividends Paid                                                                             (35)
  Amortization of Deferred Compensation
- ------------------------------------------------------------------------------------------------------------------------------
Balance-September 30, 2000                138     $14    103      $10          $735        $1,715      16         $(284)
See accompanying notes
</TABLE>



                                    60
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                                         Accumulated
                                          Unamortized        Other           Total
                                           Deferred      Comprehensive   Shareholders'
                                          Compensation    Income(Loss)      Equity
- ---------------------------------------------------------------------------------------
<S>                                        <C>              <C>           <C>
Balance-September 27, 1997                   $(2)             $(3)          $1,621
 Comprehensive Income:
  Net Income                                                                    25
  Other comprehensive income(loss)-
        net of tax of $0.7 million
    Currency translation adjustment                             2                2
                                                                             -----
  Total Comprehensive Income                                                    27
                                                                             -----
  Purchase of Treasury Shares                                                  (22)
  Exercise of Options                                                            3
  Business Acquisitions                                                        364
  Dividends Paid                                                               (22)
- --------------------------------------------------------------------------------------
Balance-October 3, 1998                       (2)              (1)           1,971
 Comprehensive Income:
  Net income                                                                   230
  Other comprehensive income(loss)
                                                                              ----
  Total Comprehensive Income                                                   230
                                                                              ----
  Purchase of Treasury Shares                                                  (52)
  Exercise of Options                                                            5
  Restricted Shares Cancelled                                                   (1)
  Dividends Paid                                                               (25)
- --------------------------------------------------------------------------------------
Balance-October 2, 1999                       (2)              (1)           2,128
 Comprehensive Income:
  Net Income                                                                   151
  Other comprehensive income(loss)-
           net of tax of $(1.3) million
    Currency translation adjustment                            (4)              (4)
                                                                              -----
  Total Comprehensive Income                                                   147
                                                                              -----
  Purchase of Treasury Shares                                                  (69)
  Exercise of Options                                                            1
  Restricted Shares Issued                   (11)                                -
  Dividends Paid                                                               (35)
  Amortization of Deferred Compensation        3                                 3
- --------------------------------------------------------------------------------------
Balance-September 30, 2000                  $(10)             $(5)          $2,175
See accompanying notes
</TABLE>





                                   61
<PAGE>
<TABLE>
<CAPTION>

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                   TYSON FOODS, INC. 2000 ANNUAL REPORT

Three years ended September 30, 2000                                               in millions
- ----------------------------------------------------------------------------------------------
                                                                2000       1999        1998
- ----------------------------------------------------------------------------------------------
<S>                                                               <C>       <C>       <C>
Cash Flows From Operating Activities:
 Net income                                                        $ 151     $ 230     $  25
 Adjustments to reconcile net income
   To cash provided by operating activities:
    Depreciation                                                     257       255       243
    Amortization                                                      34        36        33
    Amortization of deferred compensation                              3         -         -
    Provision for doubtful accounts                                   25        16         2
    Asset impairment and other charges                                 -        77       215
    Deferred income taxes                                             47       (13)     (145)
    Minority interest                                                  -        12         -
    Foreign currency exchange loss                                     -        (3)        -
    Loss (gain) on dispositions of property, plant and equipment       4        (1)       (2)
    Decrease in accounts receivable                                   57         9        31
    Decrease (increase) in inventories                                84       (99)       80
    (Decrease) increase in trade accounts payable                    (46)       21        (7)
    Net change in other current assets and liabilities               (29)        7        21
- ----------------------------------------------------------------------------------------------
Cash Provided by Operating Activities                                587        547      496
Cash Flows From Investing Activities:
 Net cash paid for acquisitions                                       -           -     (259)
 Additions to property, plant and equipment                         (196)      (363)    (310)
 Proceeds from sale of assets                                          4        234      136
 Net change in other assets and liabilities                          (14)       (37)     (13)
- ----------------------------------------------------------------------------------------------
Cash Used for Investing Activities                                  (206)      (166)    (446)
Cash Flows From Financing Activities:
 Decrease in notes payable                                            (4)       (19)     (74)
 Proceeds from long-term debt                                          7         76    1,027
 Repayments of long-term debt                                       (266)      (382)    (955)
 Purchase of treasury shares                                         (69)       (52)     (22)
 Other                                                               (34)       (18)      (3)
- ----------------------------------------------------------------------------------------------
Cash Used for Financing Activities                                  (366)      (395)     (27)
Effect of Exchange Rate Change on Cash                                (2)        (2)       -
- ----------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents                      13        (16)      23
Cash and Cash Equivalents at Beginning of Year                        30         46       23
- ----------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year                          $   43      $  30    $  46
- ----------------------------------------------------------------------------------------------
see accompanying notes
</TABLE>




                                     62
<PAGE>
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   TYSON FOODS, INC. 2000 ANNUAL REPORT

NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description  of  Business: Tyson Foods, Inc., headquartered in  Springdale,
Ark.,  is  the  world's  largest fully integrated producer,  processor  and
marketer  of chicken and chicken-based convenience foods, with 68,000  team
members  and  7,400  contract  growers  in  100  communities.   Tyson   has
operations  in  18  states  and 15 countries and exports  to  73  countries
worldwide.   Tyson is the recognized market leader in almost  every  retail
and  foodservice  market  it serves. Through its Cobb-Vantress  subsidiary,
Tyson  is  also  a leading chicken breeding stock supplier.   In  addition,
Tyson  is  the  nation's second largest maker of corn and  flour  tortillas
under  the  Mexican Original brand, as well as a leading provider  of  live
swine.

Consolidation: The consolidated financial statements include  the  accounts
of  subsidiaries  including the Company's majority ownership  in  Tyson  de
Mexico.  All significant intercompany accounts and transactions  have  been
eliminated in consolidation.

Fiscal  Year: The Company utilizes a 52- or 53-week accounting period  that
ends on the Saturday closest to September 30.

Reclassifications:   Certain reclassifications  have  been  made  to  prior
periods to conform to current presentations.

Cash and Cash Equivalents: Cash equivalents consist of investments in short-
term,  highly liquid securities having original maturities of three  months
or  less, which are made as part of the Company's cash management activity.
The  carrying values of these assets approximate their fair market  values.
As a result of the Company's cash management system, checks issued, but not
presented  to  the  banks for payment, may create negative  cash  balances.
Checks   outstanding   in   excess  of  related  cash   balances   totaling
approximately  $126  million at September 30, 2000,  and  $135  million  at
October   2,  1999,  are  included  in  trade  accounts  payable,   accrued
compensation and benefits and other current liabilities.

Inventories:  Live chicken consists of broilers and breeders. Broilers  are
stated  at  the lower of cost (first-in, first-out) or market and  breeders
are  stated at cost less amortization. Breeder costs are accumulated up  to
the  production stage and amortized into broiler costs over  the  estimated
production lives based on historical egg production. Live swine consist  of
breeding stock and finishing, which are carried at lower of cost (first-in,
first-out) or market. The cost of live swine is included in cost  of  sales
when  the  swine  are  sold.  Additionally, dressed  and  further-processed
products,  hatchery eggs and feed and supplies are valued at the  lower  of
cost  (first-in, first-out) or market.  At September 30, 2000,  live  swine
inventory has been reclassified to inventory from assets held for sale.









                                    63
<PAGE>



                                                                in millions
- ---------------------------------------------------------------------------
                                                  2000             1999
- ---------------------------------------------------------------------------
Dressed and further-processed products           $460             $549
Live chickens                                     291              291
Live swine                                         75               -
Hatchery eggs and feed                             67               67
Supplies                                           72               82
- ---------------------------------------------------------------------------
Total inventory                                  $965             $989
- ---------------------------------------------------------------------------

Depreciation:  Depreciation  is  provided primarily  by  the  straight-line
method using estimated lives for buildings and leasehold improvements of 10
to  39  years,  machinery and equipment of three to 12 years and  other  of
three to 20 years.

Excess  of  Investments Over Net Assets Acquired: Costs in  excess  of  net
assets of businesses purchased are amortized on a straight-line basis  over
periods ranging from 15 to 40 years. The Company reviews the carrying value
of  excess  of  investments over net assets acquired at each balance  sheet
date  to  assess  recoverability from future operations using  undiscounted
cash  flows  based  upon  historical results  and  current  projections  of
earnings  before  interest and taxes. If impairment is indicated  by  using
undiscounted  cash flows, the Company measures impairment using  discounted
cash  flows  of future operating results based upon a rate that corresponds
to  the  Company's cost of capital. Impairments are recognized in operating
results  to the extent that carrying value exceeds fair value. At September
30,  2000,  and October 2, 1999, the accumulated amortization of excess  of
investments  over  net assets acquired was $256 million and  $225  million,
respectively.

Other Current Liabilities: Insurance reserves totaling $102 million and $95
million  at  September  30, 2000, and October 2,  1999,  respectively,  are
included in other current liabilities.

Capital  Stock: Holders of Class B common stock (Class B stock) may convert
such  stock  into Class A common stock (Class A stock) on a share-for-share
basis.  Holders of Class B stock are entitled to 10 votes per  share  while
holders  of  Class  A stock are entitled to one vote per share  on  matters
submitted  to shareholders for approval. Cash dividends cannot be  paid  to
holders of Class B stock unless they are simultaneously paid to holders  of
Class  A  stock.  The per share amount of the cash dividend paid to holders
of Class B stock cannot exceed 90% of the cash dividend simultaneously paid
to  holders of Class A stock.  The Company pays quarterly cash dividends to
Class  A and Class B shareholders.  The Company paid Class A dividends  per
share of $0.16, $0.115 and $0.10 and Class B dividends per share of $0.144,
$0.104 and $0.09 in 2000, 1999 and 1998, respectively.

Stock-Based Compensation: Stock-based compensation is recognized using  the
intrinsic  value method. For disclosure purposes, pro forma net income  and
earnings  per  share impacts are provided as if the fair value  method  had
been applied.

                                    64
<PAGE>

Financial  Instruments: Periodically, the Company uses derivative financial
instruments  to reduce its exposure to various market risks.   The  Company
does not regularly engage in speculative transactions, nor does the Company
regularly  hold  or  issue  financial  instruments  for  trading  purposes.
Generally, contract terms of a hedge instrument closely mirror those of the
hedged  item  providing  a high degree of risk reduction  and  correlation.
Contracts   that  effectively  meet  the  risk  reduction  and  correlation
criteria are recorded using hedge accounting. Financial instruments that do
not  meet  the criteria for hedge accounting are marked to fair value  with
gains  or  losses reported currently in earnings.  Interest rate swaps  are
used to hedge exposure to changes in interest rates under various leveraged
equipment loans. Settlements of interest rate swaps are accounted for as an
adjustment to interest expense.  Commodity futures and options are used  to
hedge  a  portion  of  the Company's purchases of certain  commodities  for
future processing requirements. Such contracts are accounted for as hedges,
with  gains  and losses recognized as part of cost of sales, and  generally
have  terms  of less than 15 months. Foreign currency forwards  and  option
contracts  are  used  to  hedge sale and debt transactions  denominated  in
foreign  currencies to reduce the currency risk associated with fluctuating
exchange  rates.   Such  contracts generally have terms  of  less  than  12
months.  Unrealized gains and losses are deferred as part of the  basis  of
the underlying transaction.

Revenue Recognition: The Company recognizes sales revenue upon shipment  of
product.  Certain international sales revenue and live swine sales  revenue
are  recognized after transfer of title or delivery of product,  which  may
occur after shipment.

Advertising and Promotion Expenses: Advertising and promotion expenses  are
charged  to  operations in the period incurred. Advertising  and  promotion
expenses  for 2000, 1999 and 1998 were $280 million, $301 million and  $294
million, respectively.

Use  of  Estimates: The consolidated financial statements are  prepared  in
conformity  with  accounting principles generally accepted  in  the  United
States  which  require  management to make estimates and  assumptions  that
affect  the  amounts reported in the consolidated financial statements  and
accompanying notes. Actual results could differ from those estimates.

Recently  Issued  Accounting Standards:   On October 1, 2000,  the  Company
adopted  Financial  Accounting Standards Board Statement  (SFAS)  No.  133,
"Accounting for Derivative Instruments and Hedging Activities," as amended,
which  is  required to be adopted in years beginning after June  15,  2000.
This  Statement  requires the Company to recognize all derivatives  on  the
balance  sheet  at  fair value. Derivatives that are  not  hedges  must  be
adjusted  to  fair  value  through income. If the derivative  is  a  hedge,
depending  on  the  nature  of the hedge, changes  in  the  fair  value  of
derivatives will either be offset against the change in fair value  of  the
hedged  assets,  liabilities  or  firm  commitments  through  earnings,  or
recognized  in  other  comprehensive  income  until  the  hedged  item   is
recognized  in earnings.  The ineffective portion of a derivative's  change
in fair value will be immediately recognized in earnings.
     The adoption on October 1, 2000, resulted in the cumulative effect  of
an  accounting  change of approximately $9 million being charged  to  other
comprehensive loss. The Company does not believe the adoption of  SFAS  No.
133 will cause a significant change in normal business practices.

                                   65
<PAGE>

     In  December 1999, the Securities and Exchange Commission issued Staff
Accounting  Bulletin  (SAB)  No.  101,  which  provides  guidance  on   the
recognition, presentation and disclosure of revenue in financial statements
filed  with the Commission.  SAB 101A was released on March 24,  2000,  and
delayed  for  one fiscal quarter the implementation date  of  SAB  101  for
registrants  with  fiscal years beginning between December  16,  1999,  and
March 15, 2000.  Since the issuance of SAB 101 and SAB 101A, the staff  has
continued to receive requests from a number of groups asking for additional
time  to  determine the effect, if any, on registrant's revenue recognition
practices.    SAB   101B   issued  June  26,  2000  further   delayed   the
implementation  date  of  SAB 101 until no later  than  the  fourth  fiscal
quarter  of  fiscal years beginning after December 15, 1999.   The  Company
believes  the adoption of SAB 101 in fiscal 2001 will not have  a  material
impact on its financial position or results of operations.

NOTE 2: ACQUISITIONS
On  January 9, 1998, the Company completed the acquisition of Hudson Foods,
Inc.  (Hudson  or  Hudson  Acquisition).  At  the  effective  time  of  the
acquisition,  the  Class  A  and Class B shareholders  of  Hudson  received
approximately  18.4 million shares of the Company's Class  A  common  stock
valued  at  approximately $364 million and approximately  $257  million  in
cash.  The  Company borrowed funds under its commercial  paper  program  to
finance  the cash portion of the Hudson Acquisition and repay approximately
$61   million  under  Hudson's  revolving  credit  facilities.  The  Hudson
Acquisition  has  been  accounted for as  a  purchase  and  the  excess  of
investment  over net assets acquired is being amortized straight-line  over
40  years.  The  Company's consolidated results of operations  include  the
operations  of  Hudson since the acquisition date. The following  unaudited
pro  forma  information  shows  the results of  operations  as  though  the
purchase of Hudson had been made at the beginning of fiscal 1997.

                                   in millions, except per share data
                                        ----------------------------
                                           1998            1997
                                        ----------------------------
Sales                                     $7,831         $8,021
Net income                                    17            140
Basic earnings per share                    0.07           0.60
Diluted earnings per share                $ 0.07         $ 0.59

The  unaudited  pro  forma results are not necessarily  indicative  of  the
actual  results  of operations that would have occurred  had  the  purchase
actually been made at the beginning of 1997, or the results that may  occur
in the future.

NOTE 3: DISPOSITIONS
     On  July  17,  1999, the Company completed the sale of the  assets  of
Tyson  Seafood Group in two separate transactions. Under the terms  of  the
agreements,  the Company received proceeds of approximately  $165  million,
which   was   used  to  reduce  indebtedness,  and  subsequently  collected
receivables  totaling approximately $16 million. The Company  recognized  a
pretax loss of approximately $19 million on the sale of the seafood assets.





                                    66
<PAGE>
     Effective December 31, 1998, the Company sold Willow Brook Foods,  its
integrated  turkey production and processing business, and its Albert  Lea,
Minn.,  processing  facility which primarily produced sausages,  lunch  and
deli  meats.  In  addition,  on December 31, 1998,  the  Company  sold  its
National  Egg  Products  Company operations in  Social  Circle,  Ga.  These
facilities  were sold for amounts that approximated their carrying  values.
These operations were acquired as part of the Hudson Acquisition.

NOTE 4: IMPAIRMENT AND OTHER CHARGES
In  the fourth quarter of fiscal 1999, the Company recorded a pretax charge
totaling  $35  million  related to the anticipated loss  on  the  sale  and
closure of the Pork Group assets. In the first quarter of fiscal 2000,  the
Company  ceased negotiations for the sale of the Pork Group.  Additionally,
in  the  fourth quarter of fiscal 1999, the Company recorded pretax charges
totaling  $23 million for impairment of property and equipment  and  write-
down of related excess of investments over net assets acquired of Mallard's
Food Products.
     In  the  fourth  quarter of fiscal 1998, as a result of the  Company's
restructuring  plan,  pretax charges totaling $215 million  were  recorded.
These  charges were classified in the Consolidated Statements of Income  as
$142  million  asset impairment and other charges, $48 million  in  selling
expenses, $21 million in cost of sales and $4 million in other expense.

NOTE 5: ALLOWANCE FOR DOUBTFUL ACCOUNTS
On  January  31,  2000, AmeriServe Food Distribution, Inc. (AmeriServe),  a
significant  distributor  of  products  to  fast  food  and  casual  dining
restaurant chains, filed for reorganization in Delaware under Chapter 11 of
the  federal  Bankruptcy Code. The Company is a major supplier  to  several
AmeriServe  customers. In the second quarter of fiscal  2000,  the  Company
recorded  a  $24  million bad debt reserve to fully reserve the  AmeriServe
receivable.  At  September 30, 2000, and October  2,  1999,  allowance  for
doubtful  accounts, excluding the AmeriServe writeoff, was $17 million  and
$22 million, respectively.

NOTE 6: FINANCIAL INSTRUMENTS
Commodity  and  Foreign  Currency Contracts: At  September  30,  2000,  and
October  2,  1999,  the  Company held the following commodity  and  foreign
currency contracts:
<TABLE>
<CAPTION>
                dollars in millions, except per unit contract/strike prices
- ---------------------------------------------------------------------------------------------------
                                              Notional amount  Weighted average     Fair Value
                                                               Contract/strike
                                                                    Price
                                    --------------------------------------------------------------
                                     Units     2000      1999    2000     1999      2000      1999
                                    --------------------------------------------------------------
<S>                               <C>         <C>       <C>   <C>       <C>       <C>      <C>
Hedging positions:
 Long positions in corn             bushels     17        84    $2.50     $2.21     $(9)     $(8)
 Short positions in corn            bushels      -         1      -       $2.32       -        -
 Long positions in soybean oil        cwt        9        -      0.16       -         -        -
 Short positions in soybean oil       cwt        6        -      0.16       -         -        -
 Foreign forward exchange contracts dollars      -        $7      -     $10.13        -       (1)
Trading positions:
 Short positions in corn puts       bushels      -        28      -       2.10        -       (3)
- ---------------------------------------------------------------------------------------------------
</TABLE>                            67
<PAGE>
Fair  Value  of Financial Instruments: The Company's significant  financial
instruments  include cash and cash equivalents, investments  and  debt.  In
evaluating the fair value of significant financial instruments, the Company
generally  uses quoted market prices of the same or similar instruments  or
calculates  an estimated fair value on a discounted cash flow  basis  using
the rates available for instruments with the same remaining maturities.  As
of  September  30, 2000, and October 2, 1999, the fair value  of  financial
instruments held by the Company approximated the recorded value except  for
long-term debt. Fair value of long-term debt including current portion  was
$1.4  billion and $1.7 billion at September 30, 2000, and October 2,  1999,
respectively.

Concentrations of Credit Risk: The Company's financial instruments that are
exposed  to  concentrations  of  credit  risk  consist  primarily  of  cash
equivalents  and trade receivables. The Company's cash equivalents  are  in
high quality securities placed with major banks and financial institutions.
Concentrations of credit risk with respect to receivables are  limited  due
to  the  large  number of customers and their dispersion across  geographic
areas.  The  Company performs periodic credit evaluations of its customers'
financial  condition and generally does not require collateral.  No  single
group or customer represents greater than 10% of total accounts receivable.

Interest Rate Instruments: The Company uses interest rate swap contracts on
certain  borrowing transactions. Interest rate swaps with notional  amounts
of  $110 million and $127 million were in effect at September 30, 2000, and
October 2, 1999, respectively. Fair values of these swaps were $500,000 and
a  negative  $1  million  at  September 30,  2000,  and  October  2,  1999,
respectively.  Fair  values  of  interest rate  instruments  are  estimated
amounts the Company would receive or pay to terminate the agreements at the
reporting dates.  These swaps mature from 2005 to 2008.


NOTE 7: PROPERTY, PLANT AND EQUIPMENT
The  major  categories  of  property, plant and equipment  and  accumulated
depreciation, at cost, are as follows:

                                                              (IN MILLIONS)
- ----------------------------------------------------------------------------
                                                    2000          1999
- ----------------------------------------------------------------------------
Land                                              $   61         $   57
Buildings and leasehold improvements               1,291          1,180
Machinery and equipment                            2,219          2,033
Land improvements and other                          110            112
Buildings and equipment under construction           103            224
- ----------------------------------------------------------------------------
                                                   3,784          3,606
Less accumulated depreciation                      1,643          1,421
- ----------------------------------------------------------------------------
Net property, plant and equipment                 $2,141         $2,185
- ----------------------------------------------------------------------------

     The  Company  capitalized interest costs of $2  million  in  2000,  $5
million  in 1999 and $2 million in 1998 as part of the cost of major  asset
construction  projects.  Approximately $121 million  will  be  required  to
complete construction projects in progress at September 30, 2000.


                                    68
<PAGE>
      In  fiscal 2000, the Company adopted American Institute of  Certified
Public Accountants Statement of Position 98-1, "Accounting for the Costs of
Computer  Software Developed or Obtained for Internal Use."  This statement
provides  guidance  on  the  capitalization of certain  costs  incurred  in
developing  or acquiring internal-use computer software.  At September  30,
2000,  the  Company  has  capitalized $25 million  in  software  costs  and
recorded $3 million of related software depreciation.

NOTE 8: CONTINGENCIES
The  Company  is  involved in various lawsuits and  claims  made  by  third
parties  on  an  ongoing  basis as a result of its  day-to-day  operations.
Although the outcome of such items cannot be determined with certainty, the
Company's general counsel and management are of the opinion that the  final
outcome  should  not  have a material effect on the  Company's  results  of
operations or financial position.
     On June 22, 1999, 11 current and former employees of the Company filed
the  case  of M.H. Fox, et al. v. Tyson Foods, Inc. (Fox v. Tyson)  in  the
U.S.  District  Court  for the Northern District of  Alabama  claiming  the
Company  violated requirements of the Fair Labor Standards  Act.  The  suit
alleges  the  Company failed to pay employees for all hours  worked  and/or
improperly  paid them for overtime hours.  The suit generally alleges  that
(i)  employees should be paid for time taken to put on and take off certain
working  supplies at the beginning and end of their shifts and  breaks  and
(ii) the use of "mastercard" or "line" time fails to pay employees for  all
time  actually  worked.  Plaintiffs seek to represent  themselves  and  all
similarly  situated current and former employees of the Company. At  filing
159  current and/or former employees consented to join the lawsuit and,  to
date,  approximately  4,900  consents  have  been  filed  with  the  court.
Discovery in this case is ongoing.  A hearing was held on March 6, 2000, to
consider  the  plaintiff's request for collective action certification  and
court-supervised  notice.   No  decision has  been  rendered.  The  Company
believes  it  has substantial defenses to the claims made  and  intends  to
vigorously  defend the case; however, neither the likelihood of unfavorable
outcome nor the amount of ultimate liability, if any, with respect to  this
case can be determined at this time.
     Substantially  similar suits have been filed against other  integrated
poultry   companies.   In  addition,  organizing  activity   conducted   by
representatives  or  affiliates of the United Food and  Commercial  Workers
Union  against the poultry industry has encouraged worker participation  in
Fox v. Tyson and the other lawsuits.
     On February 9, 2000, the Wage and Hour Division of the U.S. Department
of  Labor  (DOL) began an industry-wide investigation of poultry producers,
including the Company, to ascertain compliance with various wage  and  hour
issues.   As  part  of  this investigation, the DOL  inspected  14  of  the
Company's   processing  facilities.   The  Company  has  begun  preliminary
discussions  with  the  DOL  regarding  its  investigation  to  discuss   a
resolution of potential claims that might be asserted by the DOL.
     The  Company  has been advised of an investigation by the  Immigration
and  Naturalization Service (INS) and the U.S. Attorney's  Office  for  the
Eastern  District of Tennessee into possible violations of the  Immigration
and  Naturalization Act at several of the Company's locations.  On  October
5,  2000,  the  Company was advised that, in addition to a  number  of  its
employees,  the  Company  itself is a subject of  the  investigation.   The
outcome of the investigation and any potential liability on the part of the
Company cannot be determined at this time.



                                    69
<PAGE>
      On  January  20,  2000,  McCarty  Farms,  Inc.  (McCarty),  a  former
subsidiary  of  the  Company which has been merged into  the  Company,  was
indicted  in  the  U.S.  District  Court  for  the  Southern  District   of
Mississippi, Jackson Division, for conspiracy to violate the federal  Clean
Water Act.  The alleged conspiracy arose out of McCarty's partial ownership
of  Central Industries, Inc. (Central), which operates a rendering plant in
Forest,  Miss.  On November 3, 2000, Central pled to 25 counts  of  knowing
violations  of  the  Act and one count of conspiracy  pursuant  to  a  plea
agreement,  which  resulted in a $14 million fine against  Central  payable
over  five  years.   The conspiracy indictment against  McCarty  and  other
Central  shareholders  was dismissed.  A related civil  proceeding  by  the
United   States  arising  from  the  same  circumstances,   and   a   state
environmental  administrative  complaint  were  also  fully  resolved   and
dismissed as a part of Central's Plea Agreement.
     The  Company's Sedalia, Mo., facility is currently under investigation
by  the  U.S.  Attorney's office of the Western District  of  Missouri  for
possible  violations  of  environmental laws or regulations.   Neither  the
likelihood  of an unfavorable outcome nor the amount of ultimate liability,
if any, with respect to this investigation can be determined at this time.
     On  October  17,  2000, a Washington County (Arkansas) Chancery  Court
jury  awarded the Company approximately $20 million in its lawsuit  against
ConAgra,  Inc.  and  ConAgra Poultry Company.  In  its  suit,  the  Company
alleged  that  ConAgra,  Inc.  and ConAgra  Poultry  Company  violated  the
Arkansas  Trade  Secrets Act when they improperly obtained and  implemented
Tyson's  confidential  feed nutrient profile.  The  court  ruled  that  the
Company's feed nutrient profile is a trade secret under the Arkansas  Trade
Secrets   Act   and   that  ConAgra,  Inc.  and  ConAgra  Poultry   Company
misappropriated  the  feed nutrient profile.  The court's  ruling  and  the
award  are subject to appeal; therefore, the Company has not recorded  this
award at September 30, 2000.

NOTE 9: COMMITMENTS
The  Company  leases certain farms and other properties and  equipment  for
which  the  total  rentals thereon approximated $66 million  in  2000,  $64
million  in  1999  and  $47 million in 1998. Most farm  leases  have  terms
ranging  from  one  to  10  years with various renewal  periods.  The  most
significant  obligations assumed under the terms  of  the  leases  are  the
upkeep of the facilities and payments of insurance and property taxes.
     Minimum lease commitments under noncancelable leases at September  30,
2000, total $124 million composed of $54 million for 2001, $34 million  for
2002, $18 million for 2003, $9 million for 2004, $5 million for 2005 and $4
million for later years. These future commitments are expected to be offset
by  future  minimum  lease  payments to  be  received  under  subleases  of
approximately $12 million.
     The  Company  assists  certain of its swine  and  chicken  growers  in
obtaining  financing for growout facilities by providing the  growers  with
extended  growout  contracts and conditional operation  of  the  facilities
should  a grower default under their growout or loan agreement. The Company
also guarantees debt of outside third parties of $41 million.

NOTE 10: LONG-TERM DEBT
The Company has an unsecured revolving credit agreement totaling $1 billion
that  supports  the  Company's commercial paper program.  This  $1  billion
facility  expires  in  May 2002. At September 30,  2000,  $260  million  in
commercial paper was outstanding under this facility.



                                    70
<PAGE>
     At  September 30, 2000, the Company had outstanding letters of  credit
totaling  approximately $99 million issued primarily in support of workers'
compensation insurance programs, industrial revenue bonds and the leveraged
equipment loans.
     Under  the  terms  of the leveraged equipment loans, the  Company  had
restricted  cash totaling approximately $49 million which  is  included  in
other  assets at September 30, 2000. Under these leveraged loan agreements,
the  Company entered into interest rate swap agreements to effectively lock
in a fixed interest rate for these borrowings.
     Annual  maturities of long-term debt for the five years subsequent  to
September  30,  2000, are: 2001-$123 million; 2002-$307 million;  2003-$178
million; 2004-$29 million and 2005-$180 million.
     The  revolving  credit agreement and notes contain various  covenants,
the  more restrictive of which require maintenance of a minimum net  worth,
current  ratio,  cash  flow coverage of interest and fixed  charges  and  a
maximum  total  debt-to-capitalization ratio. The Company is in  compliance
with these covenants at fiscal year end.
     Industrial  revenue bonds are secured by facilities with  a  net  book
value  of $64 million at September 30, 2000.  The weighted average interest
rate  on  all  outstanding short-term borrowing was 6.8% at  September  30,
2000, and 5.5% at October 2, 1999.
Long-term debt consists of the following:
                                                            (IN MILLIONS)
- -------------------------------------------------------------------------------
                                                 Maturity    2000         1999
- -------------------------------------------------------------------------------
Commercial paper
  (6.7% effective rate at 9/30/00)                  2002   $  260     $  291
Debt securities:
    6.75%  notes                                    2005      149        150
    6.625% notes                                    2006      149        150
    6.39-6.41%  notes                               2001       -          50
    6% notes                                        2003      149        148
    7% notes                                        2028      147        146
    7% notes                                        2018      237        236
Institutional notes:
   10.61% notes                                     2001       -          53
   10.84% notes                                2002-2006       50         50
   11.375% notes                               1999-2002        4          8
Leveraged equipment loans
   (rates ranging from 4.7% to 6.0%)           2005-2008      138        154
Other                                            various       74         79
- -------------------------------------------------------------------------------
Total long-term debt                                       $1,357     $1,515
===============================================================================


NOTE 11: STOCK OPTIONS AND RESTRICTED STOCK
The  Company  has  a  nonqualified stock option  plan  that  provides  for
granting options for shares of Class A stock at a price not less than  the
fair  market  value  at  the date of grant. The options  generally  become
exercisable ratably over three to eight years from the date of  grant  and
must be exercised within 10 years of the grant date.





                                    71
<PAGE>
     On  May  4,  2000,  the Company cancelled approximately  4.3  million
option  shares  and granted approximately 1 million restricted  shares  of
Class  A  common  stock.  The  restriction expires  over  periods  through
December  1,  2003.  At  September 30, 2000, the Company  had  outstanding
1,146,900  restricted  shares of Class A common  stock  with  restrictions
expiring  over periods through July 1, 2020. The unearned portion  of  the
restricted  stock  is  classified on the Consolidated  Balance  Sheets  as
deferred compensation in shareholders' equity.
     A  summary of the Company's stock option activity for the nonqualified
stock option plan is as follows:
- --------------------------------------------------------------------------------
                                                    Shares     Weighted Average
                                                    Under       Exercise Price
                                                    Option         Per Share
- --------------------------------------------------------------------------------
Outstanding, September 27, 1997                    8,342,334        $15.99
Exercised                                           (178,467)        14.18
Canceled                                            (313,019)        15.84
Granted                                              504,700         18.00
- --------------------------------------------------------------------------------
Outstanding, October 3, 1998                       8,355,548         16.15
Exercised                                           (359,999)        14.23
Canceled                                            (631,717)        16.35
Granted                                            4,722,500         15.00
- --------------------------------------------------------------------------------
Outstanding, October 2, 1999                      12,086,332         15.74
Exercised                                            (88,332)        14.23
Canceled                                          (5,199,995)        15.17
Granted                                                -               -
- --------------------------------------------------------------------------------
Outstanding, September 30, 2000                    6,798,005         $16.19
================================================================================

The  number  of  options exercisable was as follows:  September  30,  2000-
2,926,980;  October  2, 1999-1,870,893 and October 3, 1998-1,202,498.   The
remainder of the options outstanding at September 30, 2000, are exercisable
ratably  through November 2007. The number of shares available  for  future
grants  was  7,568,614 and 2,368,619 at September 30, 2000 and  October  2,
1999, respectively.

     The   following  table  summarizes  information  about  stock  options
outstanding at September 30, 2000:
<TABLE>
<CAPTION>
                    Options Outstanding                          Options Exercisable
                    -------------------                          -------------------
Range of       Shares          Weighted        Weighted     Shares            Weighted
Exercise       Outstanding     Average         Average      Exercisable       Average
Prices                         Remaining       Exercise                       Exercise
                               Contractual     Price                          Price
                               Life(in years)
<S>          <C>                 <C>           <C>        <C>                 <C>
$14.33-14.50   2,057,730           3.9            $14.40    1,807,110           $14.40
 14.58-15.17   1,566,050           6.0             15.04      552,825            15.04
 17.92-18.00   3,174,225           6.1             17.93      567,045            17.92
- ----------------------------------------------------------------------------------------
               6,798,005                                    2,926,980
</TABLE>
                                    72
<PAGE>
     The  Company  did  not  grant any options during  2000.  The  weighted
average fair value of options granted during 1999 was approximately  $5.06.
The  fair  value of each option grant is established on the date  of  grant
using  the  Black-Scholes  option-pricing  model.  Assumptions  include  an
expected life of 5.5 years, risk-free interest rates ranging from  5.5%  to
6.4%, expected volatility of 0.2% and dividend yield of 0.5% in 1999.
     The  Company applies Accounting Principles Board Opinion  No.  25  and
related Interpretations in accounting for its employee stock option  plans.
Accordingly,  no compensation expense was recognized for its  stock  option
plans.  Had  compensation  cost for the employee stock  option  plans  been
determined  based on the fair value method of accounting for the  Company's
stock option plans, the tax-effected impact would be as follows:

                                       (In millions, except per share data)
__________________________________________________________________________
                                             2000        1999       1998
__________________________________________________________________________
Net Income
     As reported                             $151         $230        $25
     Pro forma                                148          226         21
Earnings Per Share
     As reported
        Basic                                0.67         1.00       0.11
        Diluted                              0.67         1.00       0.11
     Pro forma
        Basic                                0.66         0.98       0.09
        Diluted                              0.65         0.98       0.09
__________________________________________________________________________

     Pro  forma  net  income  reflects only  options  granted  after  1997.
Additionally, the pro forma disclosures are not likely to be representative
of the effects on reported net income for future years.

NOTE 12: BENEFIT PLANS
The  Company  has  defined contribution retirement  and  incentive  benefit
programs  for  various  groups of Company personnel. Company  contributions
totaled  $32  million, $33 million and $32 million in 2000, 1999 and  1998,
respectively.

NOTE 13: TRANSACTIONS WITH RELATED PARTIES
The  Company has operating leases for farms, equipment and other facilities
with  the  Senior  Chairman of the Board of Directors of  the  Company  and
certain  members of his family, as well as a trust controlled by  him,  for
rentals  of $7 million in 2000, $7 million in 1999 and $5 million in  1998.
Other  facilities  have been leased from other officers and  directors  for
rentals totaling $3 million in 2000, 1999 and 1998.
     Certain  officers  and  directors are engaged  in  chicken  and  swine
growout  operations  with  the Company whereby these  individuals  purchase
animals,  feed,  housing and other items to raise  the  animals  to  market
weight.  The total value of these transactions amounted to $11  million  in
2000, $10 million in 1999 and $12 million in 1998.
      Certain unimproved real property was sold by the Company in June 2000
to  an  entity  controlled  by the daughter and son-in-law  of  the  Senior
Chairman of the Board for approximately $5 million.  The purchase price was
in  excess  of  the  market value as determined by  a  current  independent
appraisal.


                                    73
<PAGE>
NOTE 14: INCOME TAXES
Detail of the provision for income taxes consists of:
                                                               (IN MILLIONS)
- ----------------------------------------------------------------------------
                                       2000          1999          1998
- ----------------------------------------------------------------------------
Federal                                $78           $121          $ 50
State                                    5              8            (4)
- ----------------------------------------------------------------------------
                                       $83           $129          $ 46
============================================================================
Current                                $36           $143          $ 81
Deferred                                47            (14)          (35)
- ----------------------------------------------------------------------------
                                       $83           $129          $ 46
============================================================================
     The reasons for the difference between the effective income tax rate
and the statutory U.S. federal income tax rate are as follows:

- ---------------------------------------------------------------------------
                                               2000      1999      1998
- ---------------------------------------------------------------------------
U.S. federal income tax rate                   35.0%     35.0%     35.0%
Amortization of excess of investments
   over net assets acquired                     4.3       5.3      23.6
State income taxes (benefit)                    1.4       1.6      (3.8)
Foreign (benefit) losses                       (5.2)     (6.3)     10.9
Other                                           0.1      (0.7)     (1.0)
- ---------------------------------------------------------------------------
                                               35.6%     34.9%     64.7%
===========================================================================
     The  Company  follows the liability method in accounting for  deferred
income  taxes which provides that deferred tax liabilities are recorded  at
current  tax rates based on the difference between the tax basis of  assets
and liabilities and their carrying amounts for financial reporting purposes
referred to as temporary differences.

The  tax  effects  of  major  items recorded as  deferred  tax  assets  and
liabilities are:
- -------------------------------------------------------------------------------
                                          2000                    1999
                                      Deferred Tax            Deferred Tax
                                  Assets   Liabilities    Assets   Liabilities
- -------------------------------------------------------------------------------
Property, plant and equipment       $5        $200          $ -        $238
Suspended taxes from conversion
   to accrual method                 -         121            -         128
Inventory                            2          91            2          40
Employee benefits                   25           9           31           7
All other                           26          82           53          71
                                 ----------------------------------------------
                                   $58        $503          $86        $484
                                 ==============================================
Net deferred tax liability                    $445                     $398
                                             ======                   ======



                                   74
<PAGE>
     Net deferred tax liabilities are included in other current liabilities
and deferred income taxes on the Consolidated Balance Sheets.

     The  suspended taxes from conversion to accrual method represents  the
1987  change from the cash to accrual method of accounting and is currently
being paid down over 20 years through 2017.

NOTE 15: EARNINGS PER SHARE
The weighted average common shares used in the computation of basic and
diluted earnings per share were as follows:

                                       (In millions, except per share data)

                                        2000           1999          1998
                                        ----           ----          ----
Numerator:
  Net Income                            $151           $230          $ 25
                                        ====           ====          ====
Denominator:
   Denominator for basic
     earnings per share-
     weighted average shares             225            230           227

   Effect of dilutive securities:
     Stock options and                     1              1             1
     restricted stock
                                        ----           ----          ----
   Denominator for diluted
     earnings per share-
     adjusted weighted average
     shares and assumed conversions      226             231           228
                                       =====          ======        ======
Basic earnings per share               $0.67          $ 1.00        $ 0.11
                                       =====          ======        ======
Diluted earnings per share             $0.67          $ 1.00        $ 0.11
                                       =====          ======        ======

The  Company  had approximately seven million option shares outstanding  at
September  30,  2000, that were not included in the dilutive  earnings  per
share calculation because they would be antidilutive.


















                                    75
<PAGE>
NOTE 16: SEGMENT REPORTING
     The  Company  presently  identifies segments based  on  the  products
offered  and the nature of customers, resulting in four reported  business
segments:  Food Service, Consumer Products, International and Swine.  Food
Service  includes  fresh,  frozen and value-added  chicken  products  sold
through  domestic  foodservice, specialty and commodity  distributors  who
deliver  to  restaurants,  schools and other accounts.  Consumer  Products
includes  fresh,  frozen  and value-added chicken  products  sold  through
domestic retail markets for at-home consumption and through wholesale club
markets  targeted  to small foodservice operators, individuals  and  small
businesses. The Company's International segment markets and sells the full
line  of Tyson chicken products throughout the world. The Company's  Swine
segment  includes feeder pig finishing, and marketing of swine to regional
and  national packers. The Company's seafood business, which was  sold  on
July  17, 1999, is listed as a business segment for fiscal 1999 and  1998.
The Company measures segment profit as gross profit less selling expenses.
The majority of revenue included in the other category is derived from the
Company's  Specialty  Products and Prepared Foods  groups,  the  Company's
wholly-owned subsidiaries involved in supplying chicken breeding stock and
trading agricultural goods worldwide, as well as the Company's turkey  and
egg  products  facilities, which were sold on December  31,  1998.   Sales
between  reportable  segments  are recorded  at  cost.   The  majority  of
identifiable  assets in the other category include excess  of  investments
over net assets acquired, investments and other assets and other corporate
unallocated assets.

































                                   76
<PAGE>
     Information  on segments and a reconciliation to income before  taxes
on income and minority interest are as follows:
<TABLE>
<CAPTION>
                                  Food     Consumer
                                 Service   Products International  Swine  Seafood    Other    Consolidated
Fiscal year ended September 30, 2000
<S>                             <C>        <C>       <C>         <C>        <C>   <C>        <C>
Sales                             $3,312     $2,250    $  657      $157       -     $  782     $7,158
Gross profit less selling            197        145        50        19       -        140        551
expenses
Other operating expenses                                                                          203
Other expense                                                                                     114
Income before taxes on income
  and minority interest                                                                          234
Depreciation                         113         65         8         3       -         68        257
Identifiable assets                1,745      1,111       166       102       -      1,730      4,854
Additions to property, plant and      42         68         8        -        -         78        196
  equipment
- ------------------------------------------------------------------------------------------------------
Fiscal year ended October 2, 1999

Sales                             $3,354     $2,252    $  645      $110     $189    $  813     $7,363
Gross profit less selling            311        241        68       (63)      22       155        734
expenses
Other operating expenses                                                                          247
Other expense                                                                                     116
Income before taxes on income
  and minority interest                                                                           371
Depreciation                         114         57         1         4       29        50        255
Asset impairment and other             -         -          -        35       19        23         77
  charges
Identifiable assets                1,925      1,161       194        70        -     1,733      5,083
Additions to property, plant and     153        130        16         4        6        54        363
  equipment
- ------------------------------------------------------------------------------------------------------
Fiscal year ended October 3, 1998

Sales                             $3,329     $2,074    $  593      $160     $214    $1,044     $7,414
Gross profit less selling            232        179         9       (21)       3       110        512
expenses
Other operating expenses                                                                          308
Other expense                                                                                     133
Income before taxes on income
  and minority interest                                                                            71
Depreciation                         108         62         1         4       23        45        243
Asset impairment and other            51         39        48         -       47        30        215
  charges
Identifiable assets                1,822      1,038       188       128      221     1,845      5,242
Additions to property, plant and     154         69        -          5       27        55        310
  equipment
</TABLE>






                                   77
<PAGE>
     The  majority of the Company's operations are domiciled in the  United
States.  Approximately 97% of sales to external customers  for  the  fiscal
years  ended  2000,  1999  and 1998 were sourced from  the  United  States.
Approximately  $3 billion of long-lived assets were located in  the  United
States  at  fiscal  years  ended 2000, 1999  and  1998.  Approximately  $74
million,  $74 million and $64 million of long-lived assets were located  in
foreign  countries, primarily Mexico, at fiscal years ended 2000, 1999  and
1998, respectively.

     The  Company  sells  certain  of  its  products  in  foreign  markets,
primarily  China, Hong Kong, Japan, Mexico, Puerto Rico  and  Russia.   The
Company's  export sales for 2000, 1999 and 1998 totaled $550 million,  $546
million  and $687 million, respectively. Substantially all of the Company's
export   sales  are  transacted  through  unaffiliated  brokers,  marketing
associations and foreign sales staffs. Foreign sales were less than 10%  of
total consolidated sales for 2000, 1999 and 1998, respectively.


NOTE 17: SUPPLEMENTAL INFORMATION
                                                                 in millions
- ----------------------------------------------------------------------------
                                         2000           1999          1998
- ----------------------------------------------------------------------------
Supplemental Cash Flow Information
    Cash paid during the period for:
      Interest                          $116           $128         $160
      Income taxes                        73            125          197
- ----------------------------------------------------------------------------


NOTE 18: QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                         in millions, except per share data
- -----------------------------------------------------------------------------
2000                          First        Second      Third       Fourth
                             Quarter      Quarter     Quarter     Quarter
- -----------------------------------------------------------------------------
<S>                        <C>          <C>          <C>        <C>
Sales                        $1,779       $1,791       $1,807     $1,781
Gross margin                    313          297          269        235
Net income                       57           36           40         18
Basic earnings per share       0.25         0.16         0.18       0.08
Diluted earnings per share     0.25         0.16         0.18       0.08
=============================================================================
1999
- -----------------------------------------------------------------------------
Sales                        $1,825       $1,841       $1,881      $1,816
Gross margin                    306          322          350         331
Net income                       56           65           68          41
Basic earnings per share       0.24         0.28         0.30        0.18
Diluted earnings per share     0.24         0.28         0.30        0.18
=============================================================================
</TABLE>




                                    78
<PAGE>
                           REPORT OF MANAGEMENT
                   TYSON FOODS, INC. 2000 ANNUAL REPORT

The  management  of Tyson Foods, Inc., (the Company) has the responsibility
of  preparing the accompanying financial statements and is responsible  for
their integrity and objectivity. The statements were prepared in conformity
with  accounting principles generally accepted in the United States applied
on  a consistent basis. Such financial statements are necessarily based, in
part, on best estimates and judgments.
     The Company maintains a system of internal accounting controls, and  a
program of internal auditing designed to provide reasonable assurance  that
the  Company's assets are protected and that transactions are  executed  in
accordance  with  proper  authorization, and are  properly  recorded.  This
system of internal accounting controls is continually reviewed and modified
in   response  to  changing  business  conditions  and  operations  and  to
recommendations made by the independent auditors and the internal auditors.
The  Company has a code of conduct and an experienced full-time  compliance
officer.  The  management of the Company believes that the  accounting  and
control  systems  provide reasonable assurance that assets are  safeguarded
and financial information is reliable.
     The Audit Committee of the Board of Directors meets regularly with the
Company's  financial  management and counsel, with the  Company's  internal
auditors,  and with the independent auditors engaged by the Company.  These
meetings  include  discussions  of internal  accounting  controls  and  the
quality of financial reporting. The Audit Committee has discussed with  the
independent  auditors  matters required to be  discussed  by  Statement  of
Auditing  Standards  No.  61  (Communication with  Audit  Committees).   In
addition,  the  Committee has discussed with the independent auditors,  the
auditors'  independence from the Company and its management, including  the
matters  in the written disclosures required by the Independence  Standards
Board Standard No. 1 (Independence Discussions with Audit Committees).  The
independent  auditors  and  the Internal Audit  Department  have  free  and
independent access to the Audit Committee to discuss the results  of  their
audits or any other matters relating to the Company's financial affairs.
     Ernst & Young LLP, independent auditors, have audited the accompanying
consolidated financial statements.


November 13, 2000

/s/John Tyson                      /s/Steven Hankins
- -----------------------            ----------------------------
John Tyson                         Steven Hankins
Chairman of the Board,             Executive Vice President and
President and                      Chief Financial Officer
Chief Executive Officer












                                    79
<PAGE>
                      REPORT OF INDEPENDENT AUDITORS
                   TYSON FOODS, INC. 2000 ANNUAL REPORT

BOARD OF DIRECTORS AND SHAREHOLDERS

We  have  audited  the accompanying consolidated balance  sheets  of  Tyson
Foods, Inc., as of September 30, 2000, and October 2, 1999, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each  of  the  three years in the period ended September  30,  2000.  These
financial  statements  are the responsibility of the Company's  management.
Our  responsibility is to express an opinion on these financial  statements
based on our audits.
     We   conducted  our  audits  in  accordance  with  auditing  standards
generally  accepted in the United States. Those standards require  that  we
plan and perform the audit to obtain reasonable assurance about whether the
financial  statements are free of material misstatement. An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in   the  financial  statements.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
     In  our  opinion, the financial statements referred to  above  present
fairly,  in  all material respects, the consolidated financial position  of
Tyson  Foods,  Inc., at September 30, 2000, and October 2,  1999,  and  the
consolidated results of its operations and its cash flows for each  of  the
three  years  in  the period ended September 30, 2000, in  conformity  with
accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP
- ---------------------
    Ernst & Young LLP


Ernst & Young LLP
Little Rock, Arkansas
November 13, 2000






















                                    80
<PAGE>
<TABLE>
<CAPTION>
                       ELEVEN-YEAR FINANCIAL SUMMARY
                   TYSON FOODS, INC. 2000 ANNUAL REPORT


                                                                         in millions except per share data
==========================================================================================================
                                    2000       1999       1998      1997      1996        1995       1994


==========================================================================================================
Summary of Operations
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>        <C>       <C>        <C>        <C>        <C>
Sales                             $7,158     $7,363     $7,414     $6,356    $6,454     $5,511    $5,110
Cost of sales                      6,044      6,054      6,260      5,318     5,506      4,423     4,149
Gross profit                       1,114      1,309      1,154      1,038       948      1,088       961
Operating expenses                   766        822        950        638       679        616       766
Interest expense                     115        124        139        110       133        115        86
Provision for income taxes            83        129         46        144        49        131       121
Net income (loss)                  $ 151      $ 230       $ 25      $ 186      $ 87      $ 219      $ (2)
Year end shares outstanding          225        229        231        213       217        217       218
Diluted average shares outstanding   226        231        228        218       218        218       222
Diluted earnings (loss) per share $ 0.67     $ 1.00       0.11       0.85      0.40       1.01    (0.01)
Basic earnings (loss) per share     0.67       1.00       0.11       0.86      0.40       1.01    (0.01)
Dividends per share:
   Class A                         0.160      0.115      0.100      0.095     0.080      0.053     0.047
   Class B                         0.144      0.104      0.090      0.086     0.072      0.044     0.039
Depreciation and amortization       $294       $291       $276       $230      $239       $205      $188
- ----------------------------------------------------------------------------------------------------------
Balance Sheet Data
- ----------------------------------------------------------------------------------------------------------
Capital expenditures              $  196     $  363     $  310     $  291    $  214     $  347    $  232
Total assets                       4,854      5,083      5,242      4,411     4,544      4,444     3,668
Net property, plant and equipment  2,141      2,185      2,257      1,925     1,869      2,014     1,610
Total debt                         1,542      1,804      2,129      1,690     1,975      1,985     1,455
Shareholders' equity              $2,175     $2,128     $1,970     $1,621    $1,542     $1,468    $1,289
- ----------------------------------------------------------------------------------------------------------
Other Key Financial Measures
- ----------------------------------------------------------------------------------------------------------
Return on sales                     2.2%       3.1%       0.3%       2.9%      1.4%       4.0%      0.0%
Annual sales growth (decline)      (2.8)%     (0.7)%      16.7%     (1.5)%     17.1%       7.9%      8.6%
Gross margin                       15.6%      17.8%      15.6%      16.3%     14.7%      19.7%     18.8%
Return on invested capital          8.2%      10.9%       4.9%      10.2%      6.8%      13.3%      6.5%
Return on beginning shareholders'
     equity                         7.1%      11.7%       1.5%      12.1%      5.9%      17.0%    (0.2)%
Effective tax rate                 35.6%      34.9%      64.7%      43.6%     37.0%      38.1%    101.8%
Total debt to capitalization       41.5%      45.9%      51.9%      51.0%     56.2%      57.5%     53.0%
Book value per share            $  9.67    $  9.31    $  8.53    $  7.60   $  7.09    $  6.76   $  5.92
Closing stock price high          18.00      25.38      24.44      23.63     18.58      18.17     16.67
Closing stock price low            8.56      15.00      16.50      17.75     13.83      13.83     12.50
========================================================================================================
</TABLE>




                                    81
<PAGE>
<TABLE>
<CAPTION>

=============================================================================
                                         1993     1992      1991      1990


=============================================================================
Summary of Operations
- -----------------------------------------------------------------------------
<S>                                   <C>      <C>       <C>       <C>
Sales                                  $4,707   $4,169    $3,922    $3,825
Cost of sales                           3,797    3,390     3,148     3,082
Gross profit                              911      779       775       744
Operating expenses                        535      447       441       423
Interest expense                           73       77        96       129
Provision for income taxes                129      101        97        80
Net income (loss)                       $ 180      161     $ 146     $ 120
Year end shares outstanding               221      206       206       205
Diluted average shares outstanding        223      208       207       199
Diluted earnings (loss) per share        0.81     0.77      0.70      0.60
Basic earnings (loss) per share          0.82     0.78      0.71      0.61
Dividends per share:
   Class A                              0.027    0.027     0.020     0.013
   Class B                              0.022    0.022     0.017     0.011
Depreciation and amortization            $177     $149      $136      $123
- -----------------------------------------------------------------------------
Balance Sheet Data
- -----------------------------------------------------------------------------
Capital expenditures                   $  225   $  108    $  214    $  164
Total assets                            3,254    2,618     2,646     2,501
Net property, plant and equipment       1,435    1,142     1,162     1,071
Total debt                              1,024      826       984     1,021
Shareholders' equity                   $1,361   $  980    $  823    $  663
- -----------------------------------------------------------------------------
Other Key Financial Measures
- -----------------------------------------------------------------------------
Return on sales                          3.8%    3.9%      3.7%      3.1%
Annual sales growth (decline)           12.9%    6.3%      2.5%     50.7%
Gross margin                            19.4%   18.7%     19.8%     19.4%
Return on invested capital              14.8%   14.8%     15.4%     15.0%
Return on beginning shareholders'
     equity                             18.4%   19.5%     22.0%     26.8%
Effective tax rate                      41.8%   38.5%     40.0%     40.0%
Total debt to capitalization            42.9%   45.7%     54.5%     60.6%
Book value per share                 $  6.16 $  4.75  $   3.99  $   3.24
Closing stock price high               18.08   15.08     15.58     11.79
Closing stock price low                12.83   10.17      8.46      7.17
=============================================================================

</TABLE>







                                    82
<PAGE>
1.   Return on invested capital is defined as earnings before interest and
     taxes   divided  by  average  total  assets  less  current  liabilities
     excluding current debt.

2.   The results for 2000 include a $24 million pretax charge for bad
     debt writeoff related to the January 31, 2000, bankruptcy filing of
     AmeriServe Food Distribution, Inc. and a $9 million pretax charge
     related to Tyson de Mexico losses.

3.   The results for 1999 include a $77 million pretax charge for loss on
     sale of assets and impairment write-downs.

4.   Significant business combinations accounted for as purchases: Hudson
     Foods, Inc. and Arctic Alaska Fisheries Corporation on January 9, 1998
     and October 5, 1992, respectively. See Footnote 2 to the Consolidated
     Financial  Statements  for  acquisitions during  the  three-year  period
     ended September 30, 2000.

5.   The results for 1998 include a $215 million pretax charge for asset
     impairment and other charges.

6.   The results for 1997 include a $41 million pretax gain ($4 million
     aftertax) from the sale of the beef division assets.

7.   The  results  for  1994 include a $214 million  pretax  charge  ($205
     million aftertax) due to the write-down of certain long-lived assets  of
     Arctic Alaska Fisheries Corporation.































                                    83
<PAGE>
                            BOARD OF DIRECTORS
                   TYSON FOODS, INC. 2000 ANNUAL REPORT

DON  TYSON,  70,  senior  chairman of the board  of  directors,  served  as
chairman  of the board until April 1995 when he was named senior  chairman.
Mr. Tyson served as chief executive officer until March 1991 and has been a
member of the board since 1952.1

JOE  STARR,  67,  a private investor, served as a vice president  of  Tyson
until 1996. Mr. Starr has been a member of the board since 1969.

NEELY  CASSADY,  72,  is  chairman of the board and  president  of  Cassady
Investments, Inc. and served as a senator in the Arkansas General  Assembly
from  1983  to  1996.  Mr. Cassady has been a member  of  the  board  since
1974.2,3,4

FRED VORSANGER, 72, is a private business consultant, manager of Bud Walton
Arena  and  vice  president emeritus of finance and administration  at  the
University of Arkansas. Mr. Vorsanger has been a member of the board  since
1977.2,3,4

LELAND  TOLLETT,  63, served as chairman of the board and  chief  executive
officer from 1995 to 1998. A Tyson team member since 1959, Mr. Tollett  was
president  and  chief executive officer from 1991 to 1995. He  has  been  a
member of the board since 1984.1

JOHN  TYSON, 47, was named chairman of the board of directors in  1998  and
assumed responsibilities as president and chief executive officer in  April
2000.  He  had  served  as  vice chairman since  1997.  Previously  he  was
president of the beef and pork division and director of governmental, media
and public relations. Mr. Tyson has been a member of the board since 1984.1

SHELBY  MASSEY, 67, is a farmer and a private investor. He served as senior
vice  chairman of the board of directors from 1985 to 1988 and has  been  a
member of the board since 1985.3,4

BARBARA  TYSON,  51, is vice president of the company. She  has  served  in
related  capacities since 1988. Ms. Tyson has been a member  of  the  board
since 1988.

LLOYD  HACKLEY, 60, is president and chief executive officer  of  Lloyd  V.
Hackley  and  Associates,  Inc.  He was president  of  the  North  Carolina
Community College System from 1995 to 1997 and was chancellor and a tenured
professor   of   political  science  at  Fayetteville   State   University,
Fayetteville, N.C., from 1988 to 1995. Mr. Hackley has been a member of the
board since 1992. 2,4

DONALD WRAY, 63, retired as president in March 2000 after 39 years with the
Company.  He served as president and chief operating officer from  1995  to
1999 after serving as chief operating officer since 1991. Mr. Wray has been
a member of the board since 1994.

GERALD  JOHNSTON, 58, a private investor, was executive vice  president  of
finance  for  Tyson  from 1981 to 1996 when he stepped down  and  became  a
consultant  to  the Company. Mr. Johnston has been a member  of  the  board
since 1996.


                                    84
<PAGE>
JIM  KEVER, 48, is a director of Quintiles Transnational and has served  as
CEO  of  Envoy  Corporation,  a subsidiary of Quintiles,  since  Envoy  was
acquired by Quintiles in March 1999.  He served as president and Co-CEO  of
Envoy  from  August  1995 until March 1999 and as a director  from  Envoy's
incorporation in August 1994 until March 1999. Mr. Kever has been a  member
of the board since 1999.2

DAVID JONES, 51, has been chairman of the board and chief executive officer
of  Rayovac Corp. since 1996.  Before joining Rayovac, Mr. Jones served  as
president, CEO and chairman of Thermoscan, Inc. and as president,  CEO  and
chairman  of  the  Regina  Company.   He  was  previously  with  Electrolux
Corporation and General Electric Co.  Mr. Jones was elected to the board in
August 2000. 2

BARBARA  ALLEN, 48, is president and COO of Paladin Resources.   Previously
Ms.  Allen  was  president  of corporate supplier solutions  for  Corporate
Express.  She was with Quaker Oats Co. for 23 years where she held  several
senior positions including executive vice president of international foods,
vice  president of corporate strategic planning, president  of  the  frozen
foods  division and vice president of marketing.  Ms. Allen was elected  to
the board in November 2000.


1Executive Committee
2Audit Committee
3Compensation Committee
4Special Committee































                                    85
<PAGE>
                     CORPORATE AND EXECUTIVE OFFICERS
                   TYSON FOODS, INC. 2000 ANNUAL REPORT

Mike Baker
President, Production Services

Les R. Baledge
Executive Vice President and General Counsel

James Bell
President, Cobb-Vantress, Inc.

LaDonna Bornhoft
Senior Vice President, Asset and Risk Management

Ellis Brunton
Senior Vice President, Food Safety and Quality Assurance

Wayne B. Butler
President, Prepared Foods Group

Jim Cate
President, Specialty Products Group

Gary D. Cooper
Vice President and Chief Information Officer

John D. Copeland
Executive Vice President, Ethics and Environmental Compliance

Bob Corscadden
Senior Vice President, Corporate Advertising and Marketing Services

Michelle D. Eisner
Senior Vice President, Human Resources

Louis C. Gottsponer, Jr.
Assistant Secretary and Director of Investor Relations

Steven Hankins
Executive Vice President and Chief Financial Officer

R. Read Hudson
Secretary and Corporate Counsel

Greg Huett
President, International Group

Clark Irwin
Senior Vice President and General Manager, Food Service Distribution

Carl G. Johnson
Executive Vice President, Administrative Services

Donnie King
Senior Vice President and General Manager, Food Service Commodities


                                    86
<PAGE>
John S. Lea
Executive Vice President and Chief Marketing Officer

Dennis Leatherby
Senior Vice President, Finance and Treasurer

Greg W. Lee
Chief Operating Officer

Bernard Leonard
Senior Vice President and General Manager, Food Service QSR Chain Division

Bob E. Love
Vice President, Research and Development

William W. Lovette
President, Food Service Group

Joe Moran
Senior Vice President and General Manager, Food Service Refrigerated
   and Deli Division

Wes Morris
Senior Vice President and General Manager, Wholesale Clubs

Rodney S. Pless
Vice President, Controller and Chief Accounting Officer

Cary D. Richardson
Senior Vice President and General Manager, Retail Division

Donnie Smith
Executive Vice President, Supply Chain Management

Randy Smith
Senior Vice President and General Manager, Food Service QSR Chain Division

John Thomas
President, The Pork Group, Inc.

John H. Tyson
Chairman, President and Chief Executive Officer

David L. Van Bebber
Senior Vice President, Legal Services

William E. Whitfield III
Senior Vice President and General Manager of Accounting, Poultry Operations

James Young
Senior Vice President, Live Production Services







                                    87
<PAGE>
                           CORPORATE INFORMATION
                   TYSON FOODS, INC. 2000 ANNUAL REPORT

Closing Price of Company's Common Stock
_________________________________________________________________________
                               Fiscal Year 2000          Fiscal Year 1999
_________________________________________________________________________
                               High         Low          High        Low
_________________________________________________________________________
First Quarter                 $18.00       $15.25      $25.38      $19.56
- -------------------------------------------------------------------------
Second Quarter                 17.19         9.00       21.75       18.56
- -------------------------------------------------------------------------
Third Quarter                  11.13         8.56       23.56       19.19
- -------------------------------------------------------------------------
Fourth Quarter                10.00          8.88       23.31       15.00
- -------------------------------------------------------------------------

As of September 30, 2000, the Company had 36,079 Class A common shareholders of
record and 17 Class B common shareholders of record.

DIRECTSERVICE SHAREHOLDER INVESTMENT PROGRAM
Tyson has authorized First Chicago Trust Company to implement its program
for dividend reinvestment and direct purchase of shares for current as well
as new investors of Tyson Class A Common Stock. This program provides
alternatives to traditional retail brokerage methods of purchasing, holding
and selling Tyson stock. All inquiries concerning this program should be
directed to:

          DirectSERVICE Program for Shareholders of Tyson Foods, Inc.
          c/o First Chicago Trust Company
          P.O. Box 2598
          Jersey City, NJ 07303-2598
          1-800-317-4445 (current shareholders)
          1-800-822-7096 (non-shareholders)

CHANGE OF ADDRESS
If your Tyson stock is registered in your own name(s), send change of
address information to First Chicago Trust Company.

MULTIPLE DIVIDEND CHECKS AND DUPLICATE MAILINGS
If your Tyson stock is registered in similar but different names (e.g. Jane
A. Doe and J.A. Doe) we are required to create separate accounts and mail
dividend checks and proxy materials separately, even if the mailing
addresses are the same. To consolidate accounts, contact First Chicago
Trust Company.

LOST OR STOLEN STOCK CERTIFICATES OR LEGAL TRANSFERS
If your stock certificates are lost, stolen, or in some way destroyed, or
if you wish to transfer registration, notify First Chicago Trust Company in
writing. Include the exact name(s) and Social Security or tax
identification number(s) in which the stock is registered and, if possible,
the numbers and issue dates of the certificates.





                                    88
<PAGE>
STOCK EXCHANGE LISTINGS
The Class A common stock of the Company is traded on the New York Stock
Exchange under the symbol TSN.

CORPORATE HEADQUARTERS
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Telephone (501) 290-4000

AVAILABILITY OF FORM 10-K
A copy of the Company's Form 10-K, as filed with the Securities and
Exchange Commission for fiscal 2000, may be obtained by Tyson shareholders
by writing to:

Director of Investor Relations
Tyson Foods, Inc.
P.O. Box 2020
Springdale, Arkansas 72765-2020
Telephone (501) 290-4826
Fax (501) 290-6577
E-mail: tysonir@tyson.com

ANNUAL MEETING
The Annual Meeting of Shareholders will be held at 10 a.m. Friday, January
12, 2001, at the Walton Arts Center, Fayetteville, Ark. A live audio
webcast will be available at www.tyson.com/investorrel.  To listen via
telephone, call (800) 450-0785.  Outside the United States, call (612) 332-
0418.  Shareholders who cannot attend the meeting are urged to exercise
their right to vote by proxy on the Internet, by phone or by mail.

DIVIDENDS
Tyson currently pays dividends four times a year on March 15, June 15,
September 15 and December 15.  The dividend is paid to everyone who holds
shares on the record date.

INDEPENDENT AUDITORS
Ernst & Young LLP
425 West Capitol, Suite 3600
Little Rock, AR 72201
Telephone (501) 370-3000

TRANSFER AGENT
First Chicago Trust Company of New York,
  a division of EquiServe
P.O. Box 2500
Jersey City, NJ 07303
Telephone (800) 317-4445
Hearing Impaired Telephone TDD (201) 222-4955

Shareholders also may contact First Chicago Trust Company via the Internet
at www.equiserve.com.







                                    89
<PAGE>
INVESTOR RELATIONS
Financial analysts and others seeking investor-related information should
contact:
Louis C. Gottsponer, Jr.
Director of Investor Relations
Tyson Foods, Inc.
P.O. Box 2020
Springdale, AR 72765-2020
Telephone (501) 290-4826
Fax (501) 290-6577
E-mail: tysonir@tyson.com

MEDIA RELATIONS
Members of the news media seeking information about Tyson Foods should
contact:
Ed Nicholson
Director of Media & Community Relations
Tyson Foods, Inc.
P.O. Box 2020
Springdale, AR 72765-2020
Telephone (501) 290-4591
Fax (501) 290-7984
E-mail: nicholsone@tyson.com

NEWS RELEASES
News releases concerning Tyson Foods can be received by fax by calling PR
Newswire at (800) 758-5804, ext. 113769.

TYSON ON THE INTERNET
Information about Tyson Foods is available on the Internet at
www.tyson.com.

REGISTERED TRADEMARKS
Tyson, Weaver, Mexican Original, Delightful Farms, Prospect Farms,
Tastybird, Mallard's, Lady Aster, McCarty Foods, Wings of Fire,
Specialties, Chicken 2Go, Extreme Chicken, Chik Ribs, Tyson. It's what your
family deserves., Tyson For Families, Food Wise, Cooking Smart

USE OF TERMS
The term "Tyson" and such terms as "the Company," "our," "we" and "us" may
refer to Tyson Foods, Inc., to one or more of its consolidated subsidiaries
or to all of them taken as a whole. These terms are used for convenience
only and are not intended as a precise description of any of the separate
companies, each of which manages its own affairs.














                                    90
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>SUBSIDIARIES OF TYSON FOODS, INC.
<TEXT>






















































<PAGE>
EXHIBIT 21 - SUBSIDIARIES OF TYSON FOODS, INC.
                                                          Names Under
                                  Jurisdiction of       Which Subsidiary
      Name                         Incorporation         Does Business
- -----------------                 ---------------       ----------------
Cobb-Vantress, Inc.                 Delaware           Cobb-Vantress, Inc.
Cobb Breeding Company Limited       United Kingdom     Cobb Breeding
                                                            Company Limited
Hudson Foods, Inc.                  Delaware           Hudson Foods, Inc.
The Pork Group, Inc.                Delaware           The Pork Group, Inc.
Tyson Breeders, Inc.                Delaware           Tyson Breeders, Inc.
Tyson Farms, Inc.                   North Carolina     Tyson Farms, Inc.
Tyson Farms of Texas, Inc.          Texas              Tyson Farms of
                                                            Texas, Inc.
Tyson Foreign Sales, Inc.           Barbados           Tyson Foreign Sales, Inc.
Tyson International                                    Tyson International
    Company, Ltd.                   Bermuda                Company, Ltd.
Tyson International                                    Tyson International
    Holding Company                 Delaware               Holding Company
Tyson Mexican Original, Inc.        Delaware           Tyson Mexican
                                                           Original, Inc.
Tyson Poultry, Inc.                 Delaware           Tyson Poultry, Inc.
Tyson Shared Services, Inc.         Delaware           Tyson Shared
                                                           Services, Inc.
World Resource, Inc.                Delaware           World Resource, Inc.
Tyson Sales & Distribution, Inc     Delaware           Tyson Sales &
                                                           Distribution, Inc.































                                    91
<PAGE>
     The Company considers the foregoing to be its primary operating
subsidiaries.  Certain other subsidiaries which do not meet in the
aggregate the definition of a significant subsidiary as defined in Rule 1-
02 (w) of Regulation S-X are as follows:

AAFC International, Inc.            U.S. Virgin Islands
Benton Sales, Ltd.                  British Virgin Islands
Breeder Master, Inc.                Philippine
Cobb Denmark A/S                    Denmark
Cobb-Espanola, S.A.                 Spain
Cobb-Poland B.V.                    Poland
Cobb-Vantress Brazil LTDA           Brazil
Gen Ave, S.A.                       Argentina
Global Employment Services Inc.     Delaware
Gorges Foodservice, Inc.            Texas
Hudson Foods Foreign Sales, Inc.    U.S. Virgin Islands
Hudson Midwest Foods, Inc.          Nebraska
Meat Products Exports, Inc.         U.S. Virgin Islands
National Comp Care, Inc.            Delaware
Oaklawn Capital Corporation         Delaware
Oaklawn Capital-Mississippi, LLC    Mississippi
Oaklawn Sales, Ltd.                 British Virgin Islands
Ping Shan Cobb-Vantress, Ltd.       Hong Kong
Progenitores Avicola, C.A.          Venezuela
P.T. Cobbindonasa Nunggal           Indonesia
Matsusaka Farm Co. Ltd.             Japan
Reproductores Cobb                  Argentina
TPM Holding Company                 Delaware
TyNet Corporation                   Delaware
Tyson Export Sales, Inc.            U.S. Virgin Islands
Tyson Marketing, Ltd.               Ontario, Canada
Tyson Seafood Group-Japan, Inc.     Japan
Universal Plan Investments, Ltd.    Hong Kong
Venco Research and Breeding
     Farm, Ltd.                     India























                                    92
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>






















































<PAGE>
Exhibit 23

           Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form
10-K)  of  Tyson  Foods,  Inc. of our report dated  November  13,  2000,
included in the 2000 Annual Report to Shareholders of Tyson Foods, Inc.

We  also  consent to the incorporation by reference in the  Registration
Statements  (Form  S-8 Nos. 33-30680; 333-02135; 2-81928;  2-44550;  33-
53028;  333-22883; 333-22881; 33-54716; and 33-53026, as amended by  33-
57515) pertaining to certain employee benefit plans of Tyson Foods, Inc.
and  the  Registration  Statement (Form S-3 No. 333-53171)  and  in  the
related  Prospectus of our report dated November 13, 2000, with  respect
to  the  consolidated financial statements and schedule of Tyson  Foods,
Inc.  included or incorporated by reference in this Annual Report  (Form
10-K) for the year ended September 30, 2000.



                                             /s/ Ernst & Young LLP
December 8, 2000                             ---------------------
Little Rock, Arkansas                            Ernst & Young LLP



































                                     93
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FISCAL
2000 ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000100493
<NAME> TYSON FOODS, INC.
<MULTIPLIER> 1,000,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                              43
<SECURITIES>                                         0
<RECEIVABLES>                                      520
<ALLOWANCES>                                         0
<INVENTORY>                                        965
<CURRENT-ASSETS>                                 1,576
<PP&E>                                           2,141
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   4,854
<CURRENT-LIABILITIES>                              886
<BONDS>                                          1,357
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            24
<OTHER-SE>                                       2,151
<TOTAL-LIABILITY-AND-EQUITY>                     4,854
<SALES>                                          7,158
<TOTAL-REVENUES>                                 7,158
<CGS>                                            6,044
<TOTAL-COSTS>                                    6,044
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 115
<INCOME-PRETAX>                                    234
<INCOME-TAX>                                        83
<INCOME-CONTINUING>                                151
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       151
<EPS-BASIC>                                        .67
<EPS-DILUTED>                                      .67


</TABLE>
</TEXT>
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