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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Smithfield Foods, Inc.
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(NAME OF ISSUER)
Common Stock, $.50 par value per share
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(TITLE OF CLASS OF SECURITIES)
832248 10 8
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(CUSIP NUMBER)
Robert W. Olson, Esq.
Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 9, 1996
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
Page 1 of 9 Pages
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CUSIP NO. 832248 10 8 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Chiquita Brands International, Inc.
04-1923360
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey corporation
7 SOLE VOTING POWER
NUMBER OF 601,573 - See Item 5
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
601,573 - See Item 5
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
601,573 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc.
31-1422526
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 601,573 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
601,573 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
601,573 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% - See Item 5
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 601,573 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
601,573 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
601,573 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 832248 10 8 13D Page 5 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 601,573 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
601,573 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
601,573 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 6 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 601,573 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
601,573 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
601,573 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 7 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 601,573 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
601,573 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
601,573 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 to Schedule 13D is filed by Chiquita
Brands International, Inc. ( Chiquita ) and, pursuant to an
Agreement to file a joint statement, by American Financial
Group, Inc. (American Financial), Carl H. Lindner, Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner
(collectively, the Lindner Family and, together with Chiquita
and American Financial, the Reporting Persons), to amend and
update the Schedule 13D dated December 20, 1995 as previously
amended. All capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Schedule 13D.
Items not included in this Amendment are either not amended or
not applicable.
On September 9, 1996, the Reporting Persons ceased to be the
beneficial owners of more than 5% of Smithfield's Common Stock. Accordingly,
the Reporting Persons will make no further amendments to this Schedule 13D
unless their ownership of Smithfield's Common Stock increases above 5%.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to report the following:
From August 23, 1996, to September 9, 1996, Chiquita sold
an aggregate of 492,700 shares (approximately 2.7%) of Smithfield's
outstanding Common Stock, pursuant to a Registration Statement on
Form S-3 No. 333-06197, which was declared effective on June 28,
1996.
Chiquita has effected the following sales of Smithfield's
Common Stock during the past 60 days (unless otherwise specified,
all sales were effected through a broker in NASDAQ market
transactions).
<TABLE>
<CAPTION>
Date Number of Average Where and
Shares selling how sold (if
price/share not NSADAQ
market transactions)
_______________ _________ ___________ ___________
<S><C> <C> <C> <C>
August 23, 1996 86,500 $27.69 - -
August 26, 1996 38,100 $27.75 - -
August 27, 1996 4,400 $27.88 - -
August 28, 1996 8,700 $28.00 - -
September 5, 1996 30,000 $27.88 - -
September 9, 1996 25,000 $29.59 - -
September 9, 1996 300,000 $29.00 Direct sale to
John Morrell & Co. Salaried
Employees Pension Plan and
John Morrell & Co. Hourly
Employees Pension Plan
</TABLE>
Page 8
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
CHIQUITA BRANDS INTERNATIONAL, INC.
Dated: __________, 1996 BY: /s/Robert W. Olson
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Robert W. Olson
Its: Vice President, General
Counsel and Secretary
AMERICAN FINANCIAL GROUP, INC.
Dated: __________, 1996 BY: /s/ James C. Kennedy
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James C. Kennedy
Its: Secretary
Dated: __________, 1996 /s/ James C. Kennedy
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James C. Kennedy, As
Attorney-In-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
Page 9
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