IBP INC
425, 2000-12-05
MEAT PACKING PLANTS
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<PAGE>
                                                 Filed by Tyson Foods, Inc.

                      Pursuant to Rule 425 under the Securities Act of 1933
                            and deemed filed pursuant to Rule 14a-12(b) and
                   Rule 14d-2(b)  under the Securities Exchange Act of 1934

                                                 Subject Company: IBP, inc.
                                                 Commission File No. 1-6085

                                                           December 5, 2000




                                TYSON FOODS

                             December 4, 2000
                               9:00 a.m. CST



(Conference in progress)

M              ..Detailed information pertaining to Tyson's proposal will
               be set forth in appropriate filings to be made with the SEC,
               if and when made.  Shareholders are urged to read any
               relevant documents that may be filed with the SEC because
               they will contain important information.  Shareholders will
               be able to obtain a free copy of any filings containing
               information about Tyson and IBP without charge at the SEC's
               Internet site, www.sec.gov.  Copies of any filings
               containing information about Tyson can also be obtained
               without charge by directing a request to Tyson Foods, Inc.,
               2210 West Oak Lawn Drive, Springdale, AR, 72762-6999,
               attention Office of the Corporate Secretary, (501) 290-4000.

               Tyson and certain other persons named below may be deemed to
               be participants in the solicitation of proxies.  The
               participants in the solicitation may include the directors
               and executive officers of Tyson.  A detailed list of the
               names of Tyson's directors and officers is contained in
               Tyson's Proxy Statement for its 2000 Annual Meeting, which
               may be obtained without charge at the SEC's Internet site,
               www.sec.gov, or by directing a request to Tyson at the
               address provided above.

               As of the date of this communication none of the foregoing
               participants individually beneficially owns in excess of 5%
               of IBP's common stock.  Except as disclosed above and in
               Tyson's Proxy Statement for its 2000 Annual Meeting and
               other documents filed with the SEC, to the knowledge of
               Tyson none of the directors or executive officers of Tyson
               has any material interest, direct or indirect by security
               holdings or otherwise, in Tyson or IBP.





<PAGE>
               This communication is not an offer to purchase shares of
               IBP, nor is it an offer to sell shares of Tyson Class A
               common stock, which may be issued in any proposed merger
               with IBP.  Any issuance of Tyson Class A common stock in any
               proposed merger with IBP would have to be registered under
               the Securities Act of 1933 as amended, and such Tyson stock
               would be offered only by means of a prospectus complying
               with the Act.

Moderator      Ladies and Gentlemen, thank you for standing by.  Welcome to
               the Tyson Foods conference call.  At this time all
               participants are in a listen-only mode; later we'll conduct
               a question and answer session.  Instructions will be given
               at that time.  If you should require assistance during the
               call please depress 0 then *.  As a reminder, this
               conference is being recorded.

               I would now like to turn the conference over to our Host,
               Director of Investor Relations, Mr. Louis Gottsponer.
               Please go ahead, sir.

L. Gottsponer  Thank you.  Good morning, and thank you for joining us here
               this morning to talk about the Tyson offer to buy IBP.  With
               me this morning are John Tyson, our Chairman, President and
               CEO and Steve Hankins, who is of course our CFO.

               In just a few minutes we're going to hear some prepared
               remarks from both John and Steve, and then we'll take some
               questions.  However, since we are all here to talk about the
               IBP offer, we won't be taking questions on our existing
               chicken business, as we just reviewed that with you guys a
               couple of weeks ago in our regular conference call.

               Also, I do want to remind you that some of the things we're
               going to talk about today are going to be forward-looking
               statements.  That means those statements are subject to
               risks and uncertainties which could cause actual results to
               vary.  So I want to encourage you to review the list of
               those risks and uncertainties in today's Press Release.

               With that, I'll turn it over to John Tyson.

J. Tyson       Good morning, everybody.  We thank you for taking time to
               listen about our thoughts and our ideas.  This is a unique
               point in time opportunity, and occasionally those come along
               in your business life.  Tyson Foods is the number one
               protein in the chicken category, and the folks at IBP are
               the number one leaders in the beef and the pork industry.
               Seldom in industry do you get a chance to put the leaders
               together in an industry to then take your business and move
               forward.








<PAGE>
               When we started our discussions with IBP in the last two
               weeks those discussions were ones of interest, ones that led
               us to understand better what the opportunities were, and in
               reviewing the opportunity with our financial people we
               guided ourselves into a position of saying, "This is unique.
               This is a once in a lifetime opportunity for us as a
               Company, as individuals around here. "  And we came to the
               conclusion that we wanted to match up with the great folks
               at IBP and put two great companies together.

               I'm going to let Steve review some of the financial
               questions and some of the financial points of views.  Then
               from there we'll move into Q&A.

S. Hankins     Good morning.  I have a few comments to make, basically
               about the offer and our financial view upon the offer.
               First of all, the offer price is $26 per share of IBP stock.
               Our offer is a 50% cash, 50% stock offer.  This would be a
               total transaction value of $4.2 billion, which would include
               the assumption of $1.4 billion in IBP debt.  Our offer's
               based upon the Friday, December 1st closing price of Tyson
               stock, which was $14 per share.  The offer includes a collar
               provision, and the collar is set at between $12.60 and
               $15.40 per share of Tyson stock.

               Our offer represents a premium of 42% over the closing price
               of IBP on September 29, 2000, which was the last trading day
               prior to the announcement of the management buyout proposal.
               Our offer represents a premium of 16.9% over that management
               buyout proposal.

               Our $26 offer is clearly better than the November offer by
               Smithfield Foods, which was $25 a share; as well as superior
               to the management buyout offer of $22.25 per share.  Our
               offer also has the added advantage against the Smithfield
               offer in that it contains a 50% cash component.  Our offer
               is not subject to any financing conditions.  We are prepared
               to move very quickly and enter into a confidentiality
               agreement and we have our work teams prepared to begin due
               diligence as early as tomorrow.  We feel our proposal avoids
               significant regulatory risk as it has a negligible impact on
               the relative market share in either chicken, beef or pork.

               As to timing, following the completion of a definitive
               agreement, we would expect to complete the cash portion of
               the transaction in between 30 to 60 days.  We would expect
               to complete the stock portion of the transaction within
               three to four months following the completion of the cash
               tender.

               This transaction is significantly accretive to both GAAP EPS
               and cash EPS on an annualized basis going forward, as well
               as on a pro forma FY 2000 basis.  It's important to note
               that our analysis of accretion does not include any benefits
               from potential synergies, and takes into account the
               ultimate balance sheet and income statement of the combined
               companies.


<PAGE>
               Following completion of the transaction, we expect our debt
               to capitalization ratio to be in the neighborhood of 56%,
               and the combined company is expected to generate strong cash
               flows and our priority will be on paying down debt.

               As to other financial information, we will not be publishing
               any information or taking questions in the near-term related
               to the financial model of the combined companies.  We feel
               there is ample information available today in the public
               arena, and for purposes of analysts doing modeling of the
               combined companies we call your attention to the fact that
               IBP management has provided financial projections within the
               proxy statement related to their management buyout.

               Now Tyson has not publicly commented related to future
               earnings except for the outlook that we gave in our fourth
               quarter conference call of November 13th.  That outlook
               stands today as given then.  Various analysts have provided
               projections for Tyson that are beyond the time period that
               Tyson commented on in the November 13th call.  These
               analysts' projections are certainly available for use in
               combined modeling of the combined companies; however, Tyson
               has no comment on those projections and no comment beyond
               the outlook that we gave on November 13th as it relates to
               Tyson business.  Historical financial statements of both
               companies are a matter of public record and could also be
               useful in the modeling of the combined companies.

               As John said, this is a unique point in time opportunity to
               be number one in the major proteins.  Of course the major
               attribute of our offer and the combined companies going
               forward is the cash component of the offer and the fact that
               this is instantly accretive to earnings with even stronger
               cash flow characteristics associated with the offer.

               This transaction creates a company that really will be
               difficult to duplicate in the foreseeable future by anyone
               else.  The scale of protein that we will have together is
               just simply outstanding.

               With that being said, we will open the call up to questions.

Moderator      Our first question comes from the line of David Nelson.
               Please go ahead, sir.

D. Nelson      Good morning.  I don't know if this falls in with what you
               can't talk about, but is there a presumed interest rate on
               the debt you'd have to take on?  Do you have any estimate of
               what that might be?

S. Hankins     Dave, looking at the environment today certainly I think you
               would be looking in the neighborhood of 8%.

D. Nelson      Eight percent for the additional $1.4 that would be non-
               stock?




<PAGE>

S. Hankins     Correct.

D. Nelson      What would be the presumed or proposed management structure?

J. Tyson       I think that what we learned when we were in the beef and
               pork industry before was two things.  One, you had to have a
               certain size to be able to effectively service your
               customers; but secondly, we also learned that you need to
               find folks who really understand the beef and pork industry.
               In the folks at IBP, in Bob Peterson, Dick Bond and their
               management team, we have found those individuals that
               understand that industry.  So as we go forward, Dick and Bob
               and I and a few others will talk about how we take the
               synergies that we see and put them together without
               disrupting businesses that are running very, very well.

               We at Tyson Foods six months or a year ago probably could
               not have looked at this opportunity, because we were working
               through our changes in our Company.  We have made those
               changes and our business is running well.  Our folks are
               working hard and that gives us the opportunity to talk about
               what we can do on a go forward basis.

               So with Dick and Bob and the guys at IBP, they're running a
               great business.  We will then find the easy synergies and
               the easy opportunities to come together and not get in each
               other's way and go out there and service our customers.

D. Nelson      You would envision Bob staying on?

J. Tyson       Oh, yes.  Bob's a wonderful guy.

D. Nelson      You said significantly accretive without synergies.  What
               synergies, perhaps just qualitatively, quantitatively if you
               can, would you envision?

J. Tyson       I think you have to go to the back of the house operations,
               purchasing opportunities, customer service opportunities,
               logistic synergies, those types of things.  I think there's
               a tendency in deals that you have a tendency to talk about
               the synergies and what they may help you do to buy a
               company.

               Our offer and our thoughts on this have no synergies in any
               of our models, unlike a competing model that is counting on
               $200 million worth of synergies to make their deal work.  I
               think that is a significant difference.  All of the
               synergies we find will just help our deal get better.

D. Nelson      Okay.  Just one last question.  Looking back historically a
               long time ago, about nine years ago, IBP was clearly for
               sale.  Maybe Tyson was busy with Holly Farms at that time.
               Would you compare why IBP is interesting to Tyson now and
               perhaps wouldn't have been then?




<PAGE>
J. Tyson       I think the difference today is, and in my conversations
               with the management team that was around at that time, they
               kind of scratched themselves on the shoulder and said,
               "Maybe we should have done it."  But we really hadn't built
               our poultry industry.  So in those ten years since then we
               have built our poultry industry and put it in a position
               where it is today.

               During that same ten years, Bob Peterson, Dick Bond and that
               management team have been doing the same thing at IBP.  They
               have been doing the things to make their business
               significantly different than what it was in 1989, 1990, and
               that is reflected in their gross margin changes, the gross
               margin improvements and the product mix that they have where
               they're moving into value added products, their case ready
               products that they have with major customers out there.  I
               think when you look at the opportunities between Tyson and
               IBP, we can help each other pull ourselves through the eye
               of the needle to accelerate what we're doing and bring in
               those value added margins quicker to the bottom line.

D. Nelson      Great.  Thank you.

Moderator      The next question comes from the line of Jeff Kanter with
               Prudential Securities.

J. Kanter      John, all last year we heard much about a focus on feathers.
               This obviously takes you far away from that.  You obviously
               said that this is a once in a lifetime type of opportunity.
               We got the sense that you wanted to get bigger in poultry,
               geographic reach, etc.  Was it just that the opportunities
               in poultry weren't there?  Can you discuss that a little
               bit?

J. Tyson       I think I will separate the two opportunities.  We're still
               going to find the opportunities within the poultry industry.
               The uniqueness of having the opportunity to be a broad
               player in the protein category with beef, pork and chicken
               is unique in a standalone, one-time opportunity.  We still
               have our eye on the opportunities in poultry.  We're still
               methodically looking around.  We still have the ideal about
               what we're going to do on the West Coast.  We're making some
               progress without the acquisition of one of the two players
               out there.   So we detached the thought process.  We
               separated them and said that this is unique outside of what
               we can do in poultry.

               I think you all recognize that we've got tremendous cash
               flows coming on line here.  Our debt's down to 41%.  The
               chicken industry will have plenty of money to fund its own
               acquisitions for what it wants to do on a go forward basis,
               but the opportunity of putting these two fine companies
               together was the uniqueness of the deal.  With that
               uniqueness then we can do some things to help our customers
               grow their business, grow their pounds and help the consumer
               out there get the great value added products that Dick and
               Bob are developing at IBP.


<PAGE>
J. Kanter      You said that this offer at $26 a share is clearly better
               than what else is out there.  Smithfield Foods, $25 a share,
               $26 isn't that much better than $25.  You're suggesting that
               you have a lot of synergies coming.  Would you be willing to
               take that higher if need be, because I'm not so sure what
               makes $26 clearly better than $25?

S. Hankins     Jeff, as you look at our offer clearly $26 is a higher
               number than $25 in very simple terms, but also our offer is
               50% cash, 50% stock, which is different from a 100% stock.
               I think our offer offers the benefit of time in that we can
               get the cash into the stockholders hands very, very quickly.
               I think our offer also should be recognized for the fact
               that the combination of Tyson and IBP does not significantly
               change the protein landscape in terms of market share of
               beef or pork or of chicken.  So the amount of regulatory
               scrutiny and other conversations that might be introduced
               into the process related to Tyson and IBP, we would seem to
               have an advantage there related to the other offers in the
               marketplace.

J. Kanter      As we go forward here, and you're talking about these
               numbers being significantly accretive even before synergies,
               does that take into consideration some of the negative
               numbers that were thrown out there in IBP's proxy statements
               suggesting that their earnings could be as poor as $1.94 a
               share in 2001?  Does this significantly accretive projection
               take into consideration that type of negative earnings
               revision on IBP's part?

S. Hankins     Certainly, Jeff, as I discussed in my prepared statements,
               we've taken advantage of all the numbers that are available
               in the public arena to look at this deal.  So those numbers
               in the management proxy certainly had our attention, and in
               making our statements we have factored in everything we know
               in the public arena.

J. Kanter      Okay, thank you.

Moderator      Our next question comes from the line of Christine McCracken
               with Midwest Research.  Please go ahead, ma'am.

C. McCracken   Good morning.  You had mentioned that anti-trust wouldn't be
               an issue.  I was wondering if you could comment on the total
               market share in meat processing possibly being an issue.  If
               you considered that at all, if you think that's a
               likelihood?

J. Tyson       Based on our understanding from our knowledge of the
               marketplace, and then based on first cut guidance from folks
               in Washington and New York, we don't see it as an issue.
               There are a lot of other competitors out there in the
               chicken business, the beef business, the pork business, the
               turkey business, the seafood business, and the ostrich
               business.  So there are a lot of folks out there servicing
               the great American consumer out there.  It just takes the
               leaders in beef, pork and chicken and puts them in a
               position to enhance their ability to service their customers
               and the consumer on a go forward basis.
<PAGE>
C. McCracken   So at this point you're really not anticipating any
               challenge to this?

J. Tyson       I don't anticipate any challenge, but that's to be seen.

C. McCracken   Okay.  I guess in the past you've given guidance as to what
               your tolerance for debt was and leverage.  Obviously here at
               56% on a combined basis, at this offer price you're
               stretching that a bit.  How long would you expect to be at
               this level?  You've obviously made it a priority to pay down
               that debt.  Are you comfortable at this level and what
               timeframe are you talking about bringing that debt down?

S. Hankins     We're certainly comfortable at this level as it stands right
               now.  As far as timeframe of bringing that down, I'll just
               say this has a strong cash flow component to it and we
               expect the next three to four years to show very positive
               results in bringing that debt down.

J. Tyson       I think you'll see the same style of cash management that
               you saw us here on the poultry side is pay down debt, take
               care of our business and look for opportunities as they come
               along.  That same discipline will exist that you saw us
               getting our balance sheet in shape for a potential
               opportunity.  We will demonstrate the same discipline and
               stuff like that.

               I think when you run your models and stuff on that on a go
               forward basis, the cap ex component is significant between
               both companies and that's an opportunity to manage that
               either side.  Either spend it for growth to match up or
               should it get a little bumpy we reach in there and not spend
               as much money on cap ex and really accelerate the
               responsibility to pay down debt.  But we will be that
               conservative.

C. McCracken   Okay.  One final question, have you spoken to management at
               IBP?  Have you made your intentions to extend an offer or
               keep management in place aside from the letter that you
               sent?

J. Tyson       The answer is I've had very nice conversations with Mr.
               Peterson and Dick Bond there at IBP.  I recognize, and I
               think you all out there recognize, the great job that those
               two gentlemen have done in building the great company that
               they have.  I actually look forward to their council, to
               their advice and their wisdom on how we both work together
               to grow our customer base and grow our business.

C. McCracken   Excellent.  Thank you.

Moderator      We have a question from the line of George Dahlman with U.S.
               Bank Corp., Piper Jaffray.  Please go ahead, sir.

G. Dahlman     Yes, I have two questions.  The first one is your record in
               the past in being in the beef and pork sector have not been
               particularly great.  I was wondering if you could go into a
               little more details of what you see different this time that
               really can push this into a growth company?
<PAGE>
               The second question is, have you had any conversations with
               two of IBP's major shareholders, Smithfield and ADM?

J. Tyson       I'll answer the last question.  We have not talked to
               Smithfield, ADM or any of the other significant
               shareholders.  And the difference between last time and now
               are two individuals, Bob Peterson and Dick Bond, who
               understand the beef and pork industry.

               The scale of the situation I think comes into play.  The
               scale of going to customers, because eight or nine years ago
               the landscape of customers was a little different.  As we
               see our customers consolidating, as we see the retailers
               consolidate, as we see the food service industry
               consolidate, how you manage those relationships has changed.
               They've moved more from a geographical management into a
               customer-focused management.  That will allow us, together
               with the IBP folks, to go in and manage those opportunities
               with customers so we can work efficiently together to take
               cost out of the system, to service the customers and to
               create great value for the American consumer.

G. Dahlman     Thank you.

Moderator      The next question comes from the line of Nick Kiano with
               Bear Stearns.  Please go ahead, sir.

N. Kiano       I just wanted to know, is this price subject to any
               adjustment of any due diligence and such?  Is that something
               you have started doing?

J. Tyson       No, we have not started due diligence, and that's a function
               of how the process is being run.  The process required that
               we extend a letter to the special committee first.  The next
               step is for the special committee to accept that and then
               sign a confidentiality agreement.  I would believe that the
               special committee would act on that in the next 24 to 48
               hours and then  from there we'll start our due diligence
               process.

               I would think, like any good folks working and looking, that
               the due diligence process may or may not discover things.
               But I tell you, based on what I know about Bob and Dick, I
               think we're only going to find good surprises in this
               situation, unlike some other deals we've gotten into where
               we found some surprises we didn't like.

N. Kiano       Is that to say if you find good surprises there's a
               potential for a price increase versus finding bad surprises
               and there being the potential for a price decrease?

J. Tyson       We will pay a fair value for what the market recognizes, and
               I would hope if we find good surprises we can use that money
               to pay down debt.

N. Kiano       Okay.  Thank you.



<PAGE>
Moderator      We have a question from the line of Michael Liss with
               American Century Investment.  Please go ahead.

M. Liss        Good morning, gentlemen.  I think something that would
               really help us to understand exactly why you're making this
               move at this point is if you could explain in a little bit
               more detail some of the synergies that you're going to get
               out of this deal.  The question was asked and you just gave
               us a real quick answer.  We could really use some
               explanation as to why chicken and pork and beef work
               together.

S. Hankins     Well, I would answer that first.  We're making our offer
               without any synergies into the price of the situation, so
               we're buying it in a pure sense.  We don't have to have a
               funny number in there to justify our purchase price.  I
               think it's a conservative approach and it's a fair
               businessman's approach.

               I do believe that as we get into understanding the depth of
               their business, we will see synergies in customer support,
               purchasing synergies, logistics, sales and G&A dollars on a
               go forward basis.  They have some processing plants that
               we'll be able to take and put some products into today that
               we can't do today.  We'll be able to use some of their
               facilities and get some new products into our product line.
               They have some products that they can use some of our
               plants.

               Those are some of the synergies that I would see that would
               reduce the need for cap ex on either side of the fence.
               Then as we approach the customer, the efficiency of managing
               the customer opportunity will help us manage our marketing
               dollars, our sales dollars and our administrative dollars.

               But I'll come back to the first position that we approached
               the deal from was how can this thing work without having the
               synergies to pay for it?  And we're not counting on
               synergies to pay for it.  We're counting on the business
               proposition of Tyson Foods and the business proposition of
               IBP in their combinations to make the deal work.  Any and
               all synergies we find will just help accelerate our debt
               reduction.

M. Liss        Okay, so let me ask a follow up.  If you're not doing this
               based on synergistic motives, then explain why you are doing
               it.

S. Hankins     Well, I don't think that was the answer to the question,
               that we're not doing it because of synergistic motives,
               because there will be obvious synergies within the deal.
               Certainly we are not into due diligence and not at all in
               the type of position to talk about those quantitatively, but
               also IBP is a very good company, a very strong management
               team.  We look at them very, very highly and don't expect to
               go in and find terribly remarkable opportunities within
               their business for those types of synergies.


<PAGE>
               We've looked on this deal without synergies, and we've done
               our analysis without synergies and it is a very, very good
               deal without synergies.  And as to ultimate reason why we're
               doing this, this is an opportunity for growth and for us to
               be a very large player in the overall protein market.  As
               we've said, a point in time opportunity for us to make a
               significant move with our business.

J. Tyson       I think one of the reasons that you'll see is where the
               gross margin improvements are coming from IBP, and our
               belief is that those gross margins are only going to
               accelerate because they have positioned themselves with
               downstream value added products.  I would say that IBP is
               probably five to ten years behind where the poultry industry
               was, but they're the first one there ready to go.  They're
               organized and ready to go.  They have their team in place,
               they have the management in place and they're ready to go.
               It's just a unique opportunity for us to combine that
               acceleration of gross margins from their product mix change.

               They're on a very good path, and when you think of Tyson and
               what it brings to the party, so to speak, you're dealing
               with Tyson being the number one provider to the food service
               business.  When you look at retail, and we talk in terms of
               case ready beef or case ready pork, look back to case ready
               chicken and we basically invented that category twenty plus
               years ago and are the major provider out there of case ready
               chicken.

               So we understand these marketplaces and we understand these
               marketplaces in significant detail, especially the value
               added component.  They are on that path and we think it's
               nothing but good for us to combine what we know with the
               path that they're already on.

M. Liss        Okay, thank you.

Moderator      Our next question comes from the line of John McMillin with
               Prudential Securities.  Please go ahead, sir.

J. McMillin    Good morning, everybody.  I'm up here in Boston by myself.
               Just to try to understand, there already is an existing
               beef, poultry and pork company, and I don't mean to take
               shots at ConAgra in this conference call.  If anything I'll
               take shots at IBP's board for not offering this for sale to
               everybody...both Smithfield and Tyson have come in.  But
               just in terms of why this combined company might do better
               than what we have seen out of ConAgra?

J. Tyson       Well I believe that if you look at the folks at ConAgra,
               they've been working hard to get their beef business cleaned
               up; they've been working hard to get their pork industry
               cleaned up; and they've been working hard to get their
               chicken industry cleaned up.  As of now they have not done
               either one of those in either one of those categories.

               Tyson is there and done.  IBP is there and done.  So we're
               further down the road.

<PAGE>
J. McMillin    I'm just talking about the combined synergies between the
               businesses from a sales growth standpoint or a serving the
               customer standpoint.  What benefit you get by having a
               company that has all of this together?

J. Tyson       I think you might shape it in, if you look at what P&G does
               when they go to the marketplace.  Proctor and Gamble goes in
               with their broad range of products, they go into a customer
               and they manage a whole category in a range of products.
               You can see some of that type of philosophy maybe being
               available to this.  You go into a customer and you're able
               to help manage a category of protein, not just a subset of
               the category on a go forward basis.  That's where we see one
               of the significant opportunities.

J. McMillin    I don't know if you went over this before, if you did I
               apologize, but it would seem to me that you should be able
               to get this through regulatory hurdles a lot quicker than
               Smithfield, which would also be a competitive advantage.  I
               appreciate your explaining to Jeff that $26 is higher than
               $25, but also you'd probably get to $26 earlier than you'd
               get to $25, isn't that correct?

S. Hankins     John, that's exactly correct.  We feel besides having the
               initial entry point be better that both the cash component
               of the offer versus all stock and also just what you
               referenced, the regulatory landscape around this should be
               an advantage that we have.

J. Tyson       I think it's publicly been said that Smithfield's got a
               desire to close in nine to twelve months.  I think maybe a
               difference between our deal and the Smithfield deal is we
               have a price to buy the company and Smithfield has a price
               to take an option to buy the company.  That's a big
               difference.

J. McMillin    Thanks a lot.

Moderator      We have a follow up question from the line of Jeff Kanter
               with Prudential Securities.  Please go ahead.

J. Kanter      The bulk of my questions have been answered, but is it fair
               to say that with IBP going deep into case ready that the
               long-term game plan here is to see a Tyson beef and a Tyson
               pork.  Is that fair?

J. Tyson       As to the branding question, that branding question has not
               been discussed.  I think IBP, with what they're doing with
               the Thomas Wilson brand, is taking hold.  It's very well
               organized.  So the question of whether the Tyson name would
               be applied to beef and pork is still to be discovered.  I
               think we'll take small steps in that.







<PAGE>
               In maybe some of your downstream products you might be able
               to cross the name over.  But when you go out there and you
               talk around in the food service community and you talk
               around in the retail community, the IBP/Thomas Wilson brand
               name is very well accepted and it's very well understood out
               there.   So I think what we learned when we were in the beef
               and pork industry is you need to have a certain scale size
               and you need to make sure that you've got the right
               management team in place to help you run those businesses.
               We have discovered that in IBP.

J. Kanter      Okay, well thank you.

Moderator      The next question comes from the line of Nick Kiano of Bear
               Stearns.  Please go ahead.

N. Kiano       I have a follow up question.  You had mentioned that you had
               spoke to bodies in Washington, I guess regarding regulatory
               aspects or hurdles.  It really doesn't seem to me that there
               are many.  Is there something that I'm missing?  Is there
               something you are somewhat concerned about?

J. Tyson       No, we just touched base with our legal counsel that always
               guides us on when you ask a "what if" question.  So we have
               not talked to any government agencies.

N. Kiano       In asking that "what if" question, did any concerns come up?

J. Tyson       None.

N. Kiano       Okay, thank you.

Moderator      Mr. Gottsponer, there are no other questions.  Thank you,
               please continue.

L. Gottsponer  Then I think we will thank you guys for joining us today,
               and we'll stop there.

J. Tyson       I thank everybody out there and I thank all the great folks
               out there at IBP that maybe are listening to the conference
               call.  I look forward to two great companies working well
               together in the marketplace.  Everybody have a great day.

Moderator      Ladies and gentlemen, this conference will be available for
               replay after 12:30 p.m. today until January 4, 2001 at
               midnight.  You may access the AT&T Executive Playback
               Service at any time by dialing 1-800-475-6701 and entering
               the access code of 554811.  International participants may
               dial 320-365-3844.

               That does conclude our conference for today.  Thank you for
               your participation and for using AT&T's Executive
               Teleconference Service.  You may now disconnect.






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