TYSON FOODS INC
8-K, 1998-04-28
POULTRY SLAUGHTERING AND PROCESSING
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<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549

                              _______________


                                 FORM 8-K

                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported):  April 27, 1998


                             Tyson Foods, Inc.
     -----------------------------------------------------------------
                (Exact Name of Registration as Specified in Charter)


     Delaware                       0-3400                  71-0225165
- ----------------------------------------------------------------------
(State or Other Jurisdiction  (Commission File Number)   (IRS Employer
       of Incorporation)                            Identification No.)


            2210 West Oaklawn Drive, Springdale, Arkansas 72762
 ------------------------------------------------------------------------
       (Address of Principal Executive Offices)          (Zip Code)


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


                              Not Applicable
 ------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)




















<PAGE>

Item 5.  Other Events

     On April 27, 1998, the Registrant issued a Press Release entitled
"Tyson Foods, Inc. Reports Second Quarter and Six Months Results," a copy
of which is attached hereto as Exhibit 99.1 and made a part hereof.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

Exhibits

     99.1  Press Release, dated April 27, 1998, of Tyson Foods, Inc.

SIGNATURE

Pursuant  to the requirements of the Securities Exchange  Act  of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

TYSON FOODS, INC.


By:  /s/ Wayne Britt
- ----------------------------------
Wayne Britt
Chief Financial Officer


April 27, 1998





















































































<PAGE>                                                       Exhibit 99.1
                                     
       TYSON FOODS, INC.  REPORTS SECOND QUARTER AND SIX MONTHS RESULTS
                                     
Springdale,   Arkansas--Tyson  Foods,  Inc.  (NYSE:TSN),  today   announced
operating  results for the second quarter and first six  months  of  fiscal
year 1998 for the period ended March 28, 1998.

Diluted earnings per share for the second quarter of fiscal 1998 were  $.10
compared  to  $.22, down 55 percent from the same period last  year.  Gross
profits  increased  2.5 percent to $268.8 million from last  year's  $262.2
million  and  gross margin decreased 230 basis points to 14.4 percent  from
last year's 16.7 percent.

Sales for the second quarter of fiscal 1998 were $1.87 billion compared  to
$1.57 billion last year, an increase of 18.8 percent. The increase in sales
is  mainly  due  to  the acquisition of Hudson Foods on  January  9,  1998,
resulting  in an overall increase of 27.3 percent in total volume partially
offset  by a 6.7 percent decrease in average sales prices. For a benchmark,
the average Georgia Dock price decreased 10.85 percent over the same period
last year.

Diluted  earnings  per share for the first six months of fiscal  1998  were
$.31  compared to $.42, down 26.2 percent from the same period  last  year.
Gross  profits  increased 3.7 percent to $529.5 million  from  last  year's
$510.6  million and gross margin decreased 90 basis points to 15.6  percent
from last year's 16.5 percent.

Sales  for the first six months of fiscal 1998 were $3.39 billion  compared
to  $3.10  billion last year, an increase of 9.3 percent. The  increase  in
sales  is  mainly due to the acquisition of Hudson Foods, resulting  in  an
overall  15.9 percent increase in total volume partially offset  by  a  5.7
percent  decrease in average sales prices. The average Georgia  Dock  price
decreased 11.35 percent over the same period last year. Included in general
and  administrative expense for the first six months  is  a  charge  of  $6
million  for  penalties  and costs associated with  the  January  12,  1998
settlement  with the Office of Independent Counsel in connection  with  the
former Secretary of Agriculture Michael Espy investigation.

"We  are pleased with the progress we've made in the assimilation of Hudson
Foods  and feel we are on track to capture the synergies we stated  at  the
CAGNY  Conference  in  February," said Leland Tollett,  Chairman  and  CEO.
"However,  we  are not pleased with the operating results for the  quarter,
which were impacted by the excess supply of all meat proteins, weakness  in
the  export  markets  and  the quality of the Hudson  Foods  sales  mix  we
inherited.  Nevertheless,  we  are encouraged  by  our  prospects  for  the
remainder  of the year. Poultry prices are beginning to improve  and  there
has been a significant reduction in both corn and soybean meal prices."

Tyson  Foods,  Inc.  is  the  world's  largest  fully-integrated  producer,
processor and marketer of chicken and poultry-based food products.
This   press   release   contains  forward-looking  statements   based   on
management's  current  views and assumptions.  Actual  events  may  differ.
Please  refer  to  the "Cautionary Statements Relevant  to  Forward-looking
Information" on pages 11 and 12 of the Company's 1997 Annual Report on Form
10-K for a discussion of these matters.




<PAGE>


TYSON FOODS, INC.
News Release
April 27, 1998
Page 2 of 5

The unaudited results are as follows:

                              (In millions except per share data)

Three Months Ended                March 28, 1998    March 29, 1997
- ------------------                --------------    --------------

Sales                                $1,870.8         $1,574.3
Cost of Sales                         1,602.0          1,312.1
                                      -------          -------
Gross Profit                            268.8            262.2
Expenses:
 Selling                                155.2            125.2
 General and Administrative              33.6             25.3
 Amortization                             8.3              6.9
                                      -------          -------
Operating Income                         71.7            104.8
Other Expense (Income):
 Interest                                38.0             26.2
 Other                                   (3.2)             2.1
                                      -------          -------
Income Before Taxes on Income            36.9             76.5
Provision for Income Taxes               13.6             28.3
                                      -------          -------
Net Income                           $   23.3         $   48.2
                                      =======          =======
Diluted Earnings Per Share              $0.10            $0.22

Diluted Average Shares Outstanding      232.4            219.0

Dividends Per Share:Class A           $0.0250          $0.0250
                    Class B           $0.0225          $0.0225
- -----------------------------------------------------------------
Sales Growth (Decline)                   18.8%            (0.8%)
Margins: (Percent of Sales)
Gross Profit                             14.4%            16.7%
Operating Income                          3.8%             6.7%
Income Before Taxes on Income             2.0%             4.9%
Net Income                                1.2%             3.1%
- -----------------------------------------------------------------












<PAGE>


TYSON FOODS, INC.
News Release
April 27, 1998
Page 3 of 5

The unaudited results are as follows:

                                    (In millions except per share data)

Six Months Ended                      March 28, 1998       March 29, 1997
- ----------------                      --------------       --------------
Sales                                      $3,391.6           $3,102.2
Cost of Sales                               2,862.1            2,591.6
                                            -------            -------
Gross Profit                                  529.5              510.6
Expenses:
 Selling                                      280.8              250.3
 General and Administrative                    64.9               48.8
 Amortization                                  14.2               13.7
                                            -------            -------
Operating Income                              169.6              197.8
Other Expense (Income):
 Interest                                      65.2               55.1
 Other                                         (3.8)             (39.4)
                                            -------            -------
Income Before Taxes on Income                 108.2              182.1
Provision for Income Taxes                     40.0               89.3
                                            -------            -------
Net Income                                 $   68.2           $   92.8
                                            =======            =======
Diluted Earnings Per Share                    $0.31              $0.42

Diluted Average Shares Outstanding            223.4              219.2

Dividends Per Share:Class A                 $0.0500            $0.0450
                    Class B                 $0.0450            $0.0405
- --------------------------------------------------------------------------
Sales Growth (Decline)                          9.3%              (1.0%)
Margins: (Percent of Sales)
Gross Profit                                   15.6%              16.5%
Operating Income                                5.0%               6.4%
Income Before Taxes on Income                   3.2%               5.9%
Net Income                                      2.0%               3.0%
- --------------------------------------------------------------------------













<PAGE>

TYSON FOODS, INC.
News Release                    CONSOLIDATED CONDENSED
April 27, 1998                      BALANCE SHEETS
Page 4 of 5              (In millions except per share amounts)

Assets                                  March 28, 1998  September 27, 1997
- ------                                  --------------  ------------------
Current Assets:
 Cash and cash equivalents                $    34.4       $     23.6
 Accounts receivable                          769.9            617.8
 Inventories                                1,151.6            886.1
 Assets held for sale                         125.2              6.2
 Other current assets                          53.8             38.8
                                           --------         --------
Total Current Assets                        2,134.9          1,572.5
Net Property, Plant and Equipment           2,389.5          1,924.8
Excess of Investments over
   Net Assets Acquired                      1,032.2            731.1
Investments and Other Assets                  238.2            182.6
                                           --------         --------
Total Assets                               $5,794.8         $4,411.0
                                           ========         ========

Liabilities and Shareholders' Equity
- ------------------------------------
Current Liabilities:
 Notes payable                             $   56.3         $   37.3
 Current portion of long-term debt             57.9             94.6
 Trade accounts payable                       342.6            290.3
 Other accrued liabilities                    467.4            298.8
                                           --------         --------
Total Current Liabilities                     924.2            721.0
Long-Term Debt                              2,249.9          1,558.2
Deferred Income Taxes                         553.1            506.1
Other Liabilities                              33.6              4.2
Shareholders' Equity:
 Common stock ($.10 par value)
   Class A-authorized 900 million shares:
   Issued 137.9 million shares at 3-28-98 and
   119.5 million shares at 9-27-97             13.8             11.9
   Class B-authorized 900 million shares:
   Issued 102.7 million shares at
        3-28-98 and 9-27-97                    10.3             10.3
 Capital in excess of par value               740.7            379.1
 Retained earnings                          1,448.3          1,390.8
 Currency translation adjustment               (2.1)            (2.5)
                                           --------         --------
                                            2,211.0          1,789.6
 Less class A treasury stock, at cost-
    9.0 million shares at 3-28-98
    and 8.8 million shares at 9-27-97         174.7            165.6
 Less unamortized deferred compensation         2.3              2.5
                                           --------         --------
Total Shareholders' Equity                  2,034.0          1,621.5
                                           --------         --------
Liabilities and Shareholders' Equity       $5,794.8         $4,411.0
                                           ========         ========

<PAGE>

TYSON FOODS, INC.                          CONSOLIDATED CONDENSED
News Release                              STATEMENTS OF CASH FLOWS
April 27, 1998                            For the Six Months Ended
Page 5 of 5                                     (In millions)
                                     
                                     
                                     
                                     
                                           March 28, 1998    March 29, 1997
                                           --------------    --------------
Cash Flows from Operating Activities:
 Net income                                      $  68.2        $ 92.8
 Adjustments to reconcile net income
   to cash provided by operating activities:
    Depreciation                                   114.0         101.5
    Amortization                                    14.2          13.7
    Deferred income taxes                          (23.9)         (3.7)
    (Gain) loss on dispositions of assets           (4.0)        (39.0)
    (Increase) decrease in accounts receivable     (48.3)         39.6
     (Increase) in inventories                     (56.2)         (7.9)
     Increase in trade accounts payable              1.6           8.2
     Net change in other current assets and
     other current liabilities                      88.9          47.9
                                                   -----         -----
Cash Provided by Operating Activities              154.5         253.1
Cash Flows from Investing Activities:
 Net cash paid for acquisitions                   (257.4)
 Additions to property, plant and equipment       (150.5)       (121.9)
  Proceeds from the sale of property, plant
   and equipment                                    12.1         189.1
 Net change in other assets and liabilities        (23.1)        (36.9)
                                                  ------        -------
Cash (Used for) Provided by Investing Activities  (418.9)         30.3
Cash Flows from Financing Activities:
 Net change in notes payable                       (66.0)        (38.5)
 Proceeds from long-term debt                      780.2          79.4
 Repayments of  long-term debt                    (419.6)       (226.4)
 Purchase of treasury shares                        (9.8)        (25.8)
 Other                                              (9.4)         (8.5)
                                                   ------        ------
Cash Provided by (Used for) Financing Activities   275.4        (219.8)
Effect of Exchange Rate Change on Cash              (0.2)          0.2
                                                   ------        ------
Increase in Cash and Cash Equivalents               10.8          63.8
Cash and Cash Equivalents at Beginning of Period    23.6          36.6
                                                   ------        ------
Cash and Cash Equivalents at End of Period       $  34.4      $  100.4
                                                   ======        ======
Financial  information,  such  as  this news  release,  as  well  as  other
historical  data and current Company information can now be  accessed  from
the Company's web site on the internet at  http://www.tyson.com.

For  a  copy  of this release, call  fax-on-demand at (800) 758-5804,  ext.
113769.






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