TYSON FOODS INC
POS AM, 1995-01-30
POULTRY SLAUGHTERING AND PROCESSING
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<PAGE>

                                                 Registration No.  33-54716
- ---------------------------------------------------------------------------
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                    ----------------------------------
                                     
                POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
                                     
                          REGISTRATION STATEMENT
                     Under The Securities Act of 1933
                     --------------------------------
                                     
                             TYSON FOODS, INC.
           -----------------------------------------------------
          (Exact name of Registrant as specified in its charter)
                                     
              Delaware                             71-0225165
- ---------------------------------       --------------------------------
(State or other jurisdiction of         (IRS Employer Identification No.)
Incorporation or organization)

                          2210 West Oaklawn Drive
                     Springdale, Arkansas  72762-6999
                              (501) 290-4000
                  ---------------------------------------
                 (Address of Principal Executive Offices)

           Leland Tollett                  Copies of Communications to:
      2210 West Oaklawn Drive                    Les R. Baledge
  Springdale, Arkansas  72762-6999               Rose Law Firm
           (501) 290-4000                  A Professional Association
- -----------------------------------          120 East Fourth Street
(Name, address, including zip code,         Little Rock, Arkansas  72201
and telephone number, including                  (501) 375-9131
  area code, of agent for service)





















                                     1
<PAGE>
January 30, 1995       TYSON FOODS, INC.

On December 30, 1992 (the "Effective Date"), the Securities and Exchange
Commission declared effective under the Securities Act of 1933 the Form S-3
Registration Statement (the "Registration Statement") of Tyson Foods, Inc.,
a Delaware corporation ("Tyson").  The Registration Statement was filed
pursuant to certain contractual provisions contained in a Plan of
Reorganization and Merger, dated as of November 10, 1992, (the "Merger
Agreement") among Tyson and Brandywine Foods, Inc.  The Registration
Statement related to, and registered on behalf of the holders thereof,
187,681 shares (the "Shares") of Class A Common Stock, $.10 par value, to be
sold from time to time for the account of certain selling shareholders.

Since the Effective Date of the Registration Statement, 45,121 Shares have
been sold or distributed pursuant to the prospectus contained in the
Registration Statement. The remaining 142,560 Shares have not been sold or
distributed pursuant to the prospectus contained in the Registration
Statement, and accordingly, Tyson hereby deregisters such Shares under the
Securities Act of 1933, as amended.







































                                     2
<PAGE>                                     
                                SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Springdale, State
of Arkansas, on the 30th day of January, 1995.

                                           TYSON FOODS, INC.
                                           (Registrant)
                                           By:/s/ Gerald Johnston
                                           ----------------------
                                           Gerald Johnston,
                                           Executive Vice President, Finance

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

        Signature                    Title                  Date
        ---------                    -----                  ----
/s/ Don Tyson                 Senior Chairman and      January 30, 1995
- -------------                Chairman of the Board
Don Tyson
/s/ Leland Tollett             President, Chief        January 30, 1995
- ------------------           Executive Officer and
Leland Tollett                     Director
/s/ Gerald Johnston             Executive Vice         January 30, 1995
- -------------------           President, Finance
Gerald Johnston              (Principal Financial
                                  Officer)
/s/ John H. Tyson             President, Beef and      January 30, 1995
- -----------------              Pork Division and
John H. Tyson                      Director
/s/ Shelby D. Massey               Director            January 30, 1995
- --------------------
Shelby D. Massey
/s/ Joe F. Starr                   Director            January 30, 1995
- ----------------                    
Joe F. Starr                   
/s/ Neely Cassady                  Director            January 30, 1995
- -----------------
Neely Cassady
/s/ Fred S. Vorsanger              Director            January 30, 1995
- ---------------------
Fred S. Vorsanger
/s/ Barbara Tyson                  Director            January 30, 1995
- -----------------
Barbara Tyson
/s/ Lloyd V. Hackley               Director            January 30, 1995
- --------------------
Lloyd V. Hackley
/s/ Donald E. Wray             Chief Operating         January 30, 1995
- ------------------              Officer and
Donald E. Wray                   Director
/s/ Gary Johnson               Corporate Controller    January 30, 1995
- ----------------                (Chief Accounting    
Gary Johnson                       Officer)  
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