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Tyson Foods Inc – ‘10-K’ for 10/3/98

As of: Wednesday, 12/16/98 · For: 10/3/98 · Accession #: 100493-98-13 · File #: 1-14704

  As Of                Filer                Filing    For·On·As Docs:Size

12/16/98  Tyson Foods Inc                   10-K       10/03/98    9:212K

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        1998 Form 10-K                                        34    154K 
 2: EX-3.1      Restated Certificate of Incorporation                 10     40K 
 3: EX-10.20    Senior Executive Employment Agreement                  2     12K 
 4: EX-10.21    Senior Executive Employment Agreement                  2     11K 
 5: EX-12       Ratio of Earnings to Fixed Charges                     1     10K 
 6: EX-13       Pages 14-44 and Back Cover of Annual Report           40    183K 
 7: EX-21       Subsidiaries of the Company                            2     10K 
 8: EX-23       Consent of Independent Auditors                        1      7K 
 9: EX-27       Financial Data Schedule                                1      8K

10-K — 1998 Form 10-K
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Business Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Registrant Executive Compensation Executive Officers of the Company Exhibits, Financial Statements, Schedules, and Reports on Form 8-K Financial Statements and Supplementary Data Legal Proceedings Management Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Registrant's Common Equity and Related Stockholder Matters Properties Quantitative and Qualitative Disclosure About Market Risks Report of Independent Auditors Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to A Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Business
"	Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 8. Financial Statements and Supplementary Data
3	Item 10. Directors and Executive Officers of the Registrant
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions
12	Item 2. Properties
13	Item 3. Legal Proceedings
14	Item 4. Submission of Matters to A Vote of Security Holders
15	Executive Officers of the Company
17	Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations
"	Item 7A. Quantitative and Qualitative Disclosure About Market Risks
20	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
22	Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
33	Report of Independent Auditors

10-K 1st Page of 34 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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 October 3, 1998                             

[ ]  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 $.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  October  3, 1998, the aggregate market value of the Class A Common  and     
Class  B  Common voting stock held by non-affiliates of the registrant  was     
$2,508,274,106 and $2,146,223,295, respectively.                                

On  October  3,  1998,  there were outstanding 128,296,821  shares  of  the     
registrant's  Class A Common Stock, $.10 par value, and 102,645,423  shares     
of its Class B Common Stock, $.10 par value.                                    

Page 1 of 91 Pages      
The Exhibit Index appears on pages 23 through 29        

10-K 2nd Page of 34 TOC 1st Previous Next ↓Bottom Just 2nd
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 14-44 and back cover of the registrant's Annual Report     
to Shareholders for fiscal year ended October 3, 1998 (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 8, 1999 (the "Proxy Statement").                

PART I      

Item 1.  Business                                                     

  Pages  16  through  23  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  14  and 15, 29 and 44 of the Annual Report under the  captions
"Eleven-Year  Financial Summary", "Capital Stock"  and  "Closing  Price  of     
Company's Common Stock."                                                        

Item 6.  Selected Financial Data                                      

 Pages  14  and 15 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  16  through  23  of  the  Annual  Report  under  the  caption
"Management's Discussion and Analysis."                                         

Item 8.  Financial Statements and Supplementary Data                  

 Pages  24  through  41  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."                                               

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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.                                                            

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PART I      

ITEM 1.  BUSINESS                                                               

General                                                                         

 Tyson  Foods,  Inc.  and its various subsidiaries (collectively,  the
"Company")  produce,  market  and distribute a  variety  of  food  products     
consisting  of  value-enhanced poultry; fresh and  frozen  poultry;  value-     
enhanced  seafood products; fresh and frozen seafood products and  prepared     
foods  and  other  products  such as flour and corn  tortillas  and  chips.     
Additionally,  the  Company  has  live swine,  animal  feed  and  pet  food     
ingredients  operations.  The Company's integrated  operations  consist  of     
breeding  and  rearing  chickens,  harvesting  seafood,  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 conducts the major  portion  of     
its  business activities on a vertically integrated basis and considers its     
business  to be one industry segment, that of "food products." 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 poultry 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     
poultry  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 poultry.                                 

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 The  Company's integrated poultry processes include genetic research,
breeding,   hatching,  rearing,  ingredient  procurement,   feed   milling,     
veterinary  and  other technical services, and related  transportation  and     
delivery  services.  The  Company contracts  with  independent  growers  to     
maintain the Company's flocks of breeder chicks which, when grown, lay  the     
eggs  which the Company transfers to its hatcheries and hatch into  broiler     
chicks.  Newly hatched broiler chicks are vaccinated and then delivered  to     
independent contract growers who care for and feed the broiler chicks until     
they  reach  processing weight, usually from the end of the fourth  to  the     
eighth  week.  During  the  broiler growout period,  the  Company  provides     
growers with feed, vitamins and medication for the broilers, if needed,  as     
well   as  supervisory  and  technical  services.  The  broilers  are  then     
transported  by  the Company to its nearby processing plants.  The  Company     
processed  approximately  6.4 billion pounds  of  consumer  poultry  during     
fiscal 1998.                                                                    

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  Alabama,  Arkansas, Missouri, North Carolina and Oklahoma. The  Company     
sold  approximately 2.0 million head of market weight live swine in  fiscal     
1998.                                                                           

The  Company is the leading manufacturer, marketer and distributor  of
branded  surimi-based seafood offerings including analog crabmeat, lobster,     
shrimp and scallops. Additionally, the Company's seafood operations consist     
of  one  of the largest catching and at-sea processing fleets in the  North     
Pacific.  These  vessels harvest a wide range of species of bottomfish  and     
shellfish  year-round off the coasts of Alaska, Washington and Oregon.  The     
catch  is  either processed at sea or in shore-based processing  facilities     
into a variety of product forms.                                                

The  Company's  prepared foods group, consisting of Mexican  Original,
Culinary Foods and Mallard's Food, produce flour and corn tortilla products     
and  specialty pasta and meat dishes, for restaurants, airlines  and  other     
major customers.                                                                

The  Company's  by-products operations convert  inedible  poultry  by-
products into high-grade pet food and animal feed ingredients.                  

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Sources of Revenue                                                              

 The  principal  revenue sources of the Company include value-enhanced
poultry  products,  fresh  and  frozen  poultry  products,  prepared   food     
products,  frozen dinner products, seafood products, live swine operations,     
animal  foods,  by-products, and other products. In the  first  quarter  of     
1997,  the  Company sold its beef further-processing plants and closed  its     
pork  further-processing  plant. Revenue for 1996  includes  value-enhanced     
beef and pork products. The following table sets forth the relative sources     
of the Company's revenues for the last three fiscal years.                      

                                             For Fiscal Year Ended
                                             ---------------------
                                            1998   1997   1996
                                            ----   ----   ----
Consumer Poultry(1)                                   82%    83%    78%         
Prepared Foods(2)                                      4      4      5          
Seafood (3)                                            3      4      5          
Live Swine and Other                                  11      9     12          
                                           ---    ---    ---
Total                                                100%   100%   100%         
                                           ===    ===    ===

(1)   Includes  products  such as chicken patties and  nuggets,  pre-cooked     
chicken, individually-quick-frozen chicken segments, pre-packaged and  pre-     
priced  poultry,  Cornish  game hens and other poultry  products  to  which     
certain  processes  are  added  to enhance their  value  to  the  Company's     
customers.  Also  includes fresh and frozen poultry products  sold  without     
value enhancements.                                                             

(2)   Includes flour and corn tortillas, corn chips, taco shells and filled     
tortilla specialty items; premium frozen dinners and other specialty items.     

(3)  Includes  surimi-based  products  as  well  as  breaded  and  battered     
seafood, fillets and crab.                                                      

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, stressing product  quality  and     
brand  identification  and  meeting  specific  customer  requirements.  The     
Company's  principal marketing strategy is to identify target  markets  for     
value-enhanced  food  products consisting primarily  of  poultry,  tortilla     
products  and  seafood.  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 and     
identifies distinct markets through trade and consumer research.                

 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  major  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.        

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The Company has a total frozen storage capacity in excess of 132.5 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's food products are sold primarily in three broad domestic
markets  consisting  of  foodservice,  retail  and  wholesale  clubs.   The     
foodservice, retail and wholesale club markets may, in some cases, overlap.     
The Company's food products are also sold internationally.                      

 In  the  foodservice market, the Company sells poultry,  seafood  and
tortilla  products.  Operators serving these  products  include  commercial     
restaurants,  business/industry,  colleges/universities,  national/regional     
chains, hotels/lodging, primary/secondary schools, health/elderly care  and     
other  foodservice  accounts.  The  Company's  products  are  sold  through     
foodservice  and  specialty distributors who deliver to  the  above  listed     
operators.                                                                      

  Foodservice  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, McCarty Foods, Louis  Kemp,     
Arctic  Ice, Enterprise, Crab Delights, Lobster Delights, Ocean Master  and     
Sure Salad.                                                                     

 Foodservice products include: (a) poultry items such as individually-
quick-frozen segments (IQF), ready-to-cook and fully cooked fried  chicken,     
fully cooked breaded and glazed wings, cooked and ready-to-cook breaded and     
unbreaded tenderloins, breaded and unbreaded patties and chunks (cooked and     
ready-to-cook),  oven roasted chicken, stuffed breast specialties,  Cornish     
hens,  flavor  marinated breasts, fully cooked diced, pulled  and  shredded     
chicken  products, breaded breast and thigh pieces, bites and strips;  fast     
food cut-up chicken and marinated deli-chicken; (b) tortilla items such  as     
flour  and corn tortillas and chips; and (c) seafood items such as  surimi,     
snow crab, king crab, pollock, cod and several species of flatfish.             

In the retail market the Company sells a wide variety of food products
to  customers  that  sell  food products for  at-home  consumption.   These     
customers  include  grocery store chains, independent  grocery  stores  and     
grocery wholesalers.                                                            

 Tyson, Weaver, Tyson Holly Farms, Mexican Original, Louis Kemp,  Crab
Delights,  Lobster Delights, JAC Creative Foods, Captain JAC,  SeaFest  and     
Mallard's  are registered trademarks under which the Company  sells  retail     
products.                                                                       

 Retail  products  include: (a) frozen prepared  foods  consisting  of
separate  lines  of  Tyson  breaded chicken patties,  chunks,  fillets  and     
tenders;  Weaver  breaded chicken tenders, nuggets,  patties  and  fillets;     
Tyson  premium  plated  dinners; Tyson and Weaver flavored  chicken  wings;     
Tyson  complete  meal  kits; Tyson premium pot pies;  Tyson  and  Mallard's     
meals;  Tyson individually-quick-frozen chicken  parts and breaded  chicken     

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patties and chunks;  (b) refrigerated prepared foods consisting of separate     
lines  of Tyson roasted ready-to-eat chicken; Tyson and Weaver sliced lunch     
meat;  Weaver  hot dogs; Tyson and Weaver deli meats; and Mexican  Original     
tortillas  and  chips;(c) refrigerated Tyson Holly Farms  fresh  tray  pack     
chicken;  (d)  frozen and refrigerated Tyson Cornish  game  hens;  and  (e)     
seafood  products  which are marketed under the Louis Kemp  brand  of  Crab     
Delights and Lobster Delights, as well as the JAC Creative Foods brands  of     
Captain JAC and SeaFest.                                                        

In the wholesale club market the Company designs and markets a variety
of  products  targeted  to small foodservice operators  and  consumers  who     
frequent  club  stores.  These  products  are  aimed  at  both  foodservice     
operators who buy in small quantities and want to cut costs of storage  and     
final distribution, as well as retail consumers willing to buy larger  than     
normal  quantities  to  realize cost savings.  The  Company  sells  several     
categories  of  products including: IQF chicken, fresh tray  pack  chicken,     
refrigerated  roasted  ready-to-eat chicken,  frozen  value-added  chicken,     
canned chicken and surimi-based seafood products.                               

 The Company's international division markets and sells throughout the
world  the  full line of Tyson products, including poultry,  prepared  food     
products  and seafood. The international division exported to 56  countries     
in  fiscal  1998. Major markets include Canada, China, Georgia,  Guatemala,     
Japan,  Puerto Rico, Russia and Singapore as well as certain Middle Eastern     
countries and countries in the Caribbean.                                       

 The  Company continues to believe that Asia offers potential in terms
of   developing  fully-integrated  poultry  facilities.  A  memorandum   of     
understanding has been signed with the Kuok Group to explore development of     
poultry production and processing complexes in China. The Company has  also     
established  a joint venture called Fil-Am Foods, Inc. with Aboitiz  Equity     
Ventures,  Inc.  and  PM Nutrition Company, Inc., a  subsidiary  of  Purina     
Mills,  Inc.,  to  create  a commercial feed and  swine  operation  in  the     
Philippines.  Meanwhile, the Company's joint venture  operation  in  Mexico     
continues  to  grow  rapidly  under improving  economic  conditions.  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.                                                                          

Raw Materials and Sources of Supply                                             

 The  primary  raw  materials  used by  the  Company  in  its  poultry
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  poultry  to  meet   poultry   production     
requirements.                                                                   

 In  addition,  raw  material requirements for the  Company's  seafood
operations  are  met  by either purchasing in the open  market  or  by  the     
Company's  vessels  harvesting a wide range of species  of  bottomfish  and     
shellfish off the coasts of Alaska, Washington and Oregon.   A large supply     
of  bottomfish,  one  of the principal groups of fish harvested  for  human     
consumption, is found in the 200-mile U.S. exclusive  economic zone off the     

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coast of Alaska. This area also provides a significant quantity of crab for     
commercial  harvesting; however, crab quotas have been severely limited  in     
recent  years.  Following passage of the Magnuson Fishery Conservation  and     
Management  Act  of 1976 (the "Magnuson Act"), the United  States  extended     
control over the management of offshore fishing resources from a 12-mile to     
a  200-mile  exclusive  economic zone by, among other things,  establishing     
annual catch limits and allocating the available resources between U.S. and     
foreign  catchers and processors. As a result of these government  actions,     
the Company's ability to harvest seafood is subject to these limitations.       

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, and 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.                                                                       

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             

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international markets in Europe, South America, Central America and the Far     
East.  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  poultry  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 poultry and for housing live
poultry 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  poultry  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 poultry 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.                    

 Fishing activities and seafood processing activities of the Company's
seafood operations are closely regulated by the United States Department of     
Commerce  and  various  other  state  and  governmental  agencies.    These     
agencies,  among  other  things, establish  fishing  seasons  and  resource     
depletion  restrictions and regulate legal gear types.  Violations  of  the     
Magnuson  Act  and state laws can result in substantial penalties,  ranging     
from  fines  to  seizure  of catch and vessels. In  addition,  the  seafood     
operations are subject to various federal, state and local laws relating to     
the  protection  of  the  environment and the  health  and  safety  of  its     
employees.                                                                      

 To  provide consumer reassurance of product integrity and safety,  to
create a quality point of difference from the competition, and to assume  a     
position  of  measured  industry leadership in  production  standards,  the     
Company's seafood operation voluntarily complies with certain United States     
Department  of  Commerce regulations which enable it  to  show  the  United     
States  Department  of  Commerce seal of approval  (PUFI)  on  its  primary     
products.  Three of the  Company's  seafood  manufacturing  facilities  are     
United States Department of Commerce inspected and are participants in  the     
HACCP program.                                                                  

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Employees and Labor Relations                                                   

As  of  October 3, 1998, the Company employed approximately 70,500 persons.     
The Company believes that its relations with its workforce are good.            

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        
--------                   -----      -------------      ---------------        
Albert Lea, MN              UFCW           350           January 24, 1999       
Albertville, AL             UFCW           900           December 31, 1998      
Ashland, AL                 UFCW           750           February 24, 1999      
Berlin, MD                  UFCW           450           December 31, 2001      
Berlin, MD                Teamsters        100           December 16, 2001      
Buena Vista, GA            RWDSU         1,300           November 4, 2000       
Carthage, TX                UFCW           700           November 11, 2000      
Center, TX                  UFCW         1,025           November 4, 2000       
Chicago, IL             Truck Drivers    1,100           October 6, 2001        
Cleveland, MS              RWDSU           475           February 20, 2000      
Corydon, IN                 UFCW           375           December 4, 1998       
Corydon, IN             Steelworkers        75           October 10, 1999       
Dardanelle, AR              UFCW         1,000           November 3, 2001       
Gadsden/Blountsville, AL  Teamsters         23           March 31, 2001         
Gadsden, AL                RWDSU         1,200           November 8, 2001       
Glen Allen, VA              UFCW           850           November 3, 2001       
Henderson, KY               UFCW         1,150           April 21, 2001         
Hope, AR                    UFCW         1,400           March 3, 1999          
Jackson, MS                 UFCW         1,050           December 31, 1999      
Jacksonville, FL          Teamsters        650           December 31, 1999      
Noel, MO                    UFCW         1,225           April 25, 2000         
Pine Bluff, AR              UFCW           250           October 10, 1999       
Shelbyville, TN            RWDSU           950           November 12, 1999      
Shelbyville, TN           Teamsters         35           July 14, 2001          
Social Circle, GA         GMPPAW           200           November 30, 1998      
Wilkesboro, NC            Teamsters         35           November 4, 2001       
Wilkesboro, NC            Teamsters         25           November 4, 2001       
Wilkesboro, NC            Teamsters        125           November 4, 2001       

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

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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 may 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.                                                                           

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)  changes  in  regulations  and  laws,  including  changes  in     
accounting  standards, environmental laws, occupational, health and  safety     
laws, and laws regulating fishing and seafood processing activities; (viii)     
access  to  foreign  markets  together with  foreign  economic  conditions,     
including  currency fluctuations; and (ix) 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,  Alaska, Arkansas,  California,  Florida,     
Georgia,  Illinois,  Indiana, Kentucky, Maryland,  Minnesota,  Mississippi,     
Missouri,  North Carolina, Oklahoma, Oregon, Pennsylvania, South  Carolina,     
Tennessee,  Texas,  Virginia  and Washington.  Additionally,  the  Company,     
either  directly  or  through  its  subsidiaries,  has  facilities  in   or     
participates  in  joint  venture operations in Argentina,  Brazil,  Canada,     
China,  Denmark,  France,  India, Indonesia, Ireland,  Japan,  Mexico,  the     
Philippines, Poland, South Africa, Spain, the United Kingdom and Venezuela.     

 The  principal  poultry  operations of  the  Company  consist  of  58
processing  plants.  These  plants  are  devoted  to  various   phases   of     
slaughtering, dressing, cutting, packaging, deboning or further-processing.     
The total slaughter capacity is approximately 43 million head per week.         

To support the above facilities the Company operates 37 feed mills and
65  broiler  hatcheries with sufficient capacity to meet the needs  of  the     
poultry  growout  operations.  In addition, the Company owns  poultry  cold     
storage facilities with a capacity of approximately 126.8 million pounds.       

 The  Company's prepared foods operations consist of eight  processing
plants.   These operations are supported by five additional freezer storage     
facilities.                                                                     

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 The  Company's seafood operations consist of 23 catching  and  at-sea
processing  vessels  along with two freighters. The  at-sea  processing  is     
supported  by  nine  shore-based  processing  plants,  five  of  which  are     
dedicated to surimi processing.                                                 

 The  Company's animal feed and pet food processing operations consist
of eleven rendering plants with the capacity to produce 26.6 million pounds     
of  animal protein products per week supported by three freezer facilities.     
Fourteen  ground pet food processing operations in connection with  poultry     
processing  plants are capable of producing 7.3 million pounds  of  product     
per week.                                                                       

The Company's live swine operations consist of 158 swine farrowing and
nursery units and 385 swine finishing units. These swine growout operations     
are  supported by three dedicated feed mills supplemented by the production     
from  the poultry operations' feed mills. In addition, the Company operates     
a grain drying and two storage facilities in support of its swine feed mill     
operations.                                                                     

 The Company owns its major operating facilities and vessels with  the
following  exceptions: one poultry emulsified operation  facility  and  one     
poultry  emulsified plant are leased month to month, 355 breeder farms  are     
leased  under agreements expiring at various dates through 1999,  52  swine     
farrowing and nursery units and 318 swine finishing units are leased  under     
one  to  ten  year  renewable lease agreements and two  seafood  processing     
plants are leased under agreements expiring in 2000 and 2001.                   

  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  December 29, 1997, the Company entered into a plea agreement
resolving  the Office of Independent Counsel's (OIC) investigation  of  the     
Company  in  connection  with  its investigation  of  former  Secretary  of     
Agriculture  Michael Espy.  The Company entered a guilty plea to  a  single     
count  of  violating  the illegal gratuity statute, 18  U.S.C.   201(c)(1).     
The  Company was sentenced on January 12, 1998 to pay a fine of $4 million,     
costs  of  prosecution of $2 million and was placed on probation  for  four     
years.   At  the  time of its plea, the Company also entered  a  Compliance     
Agreement with OIC and the U.S. Department of Agriculture requiring  it  to     
implement a compliance program.                                                 

      Following  the entry of its guilty plea, the Company and  others
were  named as defendants in a putative class action suit brought on behalf     
of  all  individuals  who sold beef cattle to beef packers  for  processing     
between  certain  dates  in 1993 and 1998.  This  action,  captioned  Wayne     
Newton,  et al. v. Tyson Foods, Inc., et al., U.S. District Court, Northern     
District  of  Iowa,  Civil  Action  No. 98-30,  asserts  claims  under  the     
Racketeer Influenced and Corrupt Organizations  statute as well as a common     
-law  claim   for  intentional  interference  with   prospective   economic     

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advantage.  Plaintiffs allege that the gratuities which were the subject of     
the Company's plea resulted in a competitive advantage for poultry products     
vis-a-vis  beef products.  Plaintiffs request trebled damages in excess  of     
$3 billion,  plus attorney's  fees and costs.  While management is not able     
at  the  present time to determine the outcome of this matter,  based  upon     
information currently available, management presently does not believe that     
this  lawsuit has merit and will not have a material adverse effect on  the     
Company's financial position or its results of operations.                      

On  July  28,  1997,  Hudson received notice from the  U.S.  Department  of     
Justice  (DOJ) that it was prepared to bring an action against  Hudson  for     
the  alleged  violation  of the Clean Water Act at  Hudson's  Berlin,  Md.,     
poultry  processing  facility.  The DOJ alleged that  over  the  past  five     
years,  Hudson had repeatedly discharged pollutants in quantities in excess     
of  its  National  Pollutant Discharge Elimination  System  (NPDES)  permit     
limits, violated  monitoring and sampling  requirements of its NPDES permit     
and  failed to provide notice of NPDES violations.  On  September 19, 1997,     
Hudson  entered  into  an  agreement in principle  with  the  DOJ  for  the     
settlement  of these claims.  On May 8, 1998, a Consent Decree between  the     
United  States,  Hudson and the Company was filed with  the  U.S.  District     
Court together  with a Complaint  alleging these violations. On October  6,     
1998, the U.S. District Court approved and entered the Consent Decree.  The     
Consent Decree, while stating that Hudson denies the violations alleged  in     
the  Complaint, provides for the payment to the United States of $4 million     
and  the  expenditure of $2 million in supplemental environmental  projects     
(SEPs).                                                                         

On or about July 23, 1998, the Maryland Department of the Environment (MDE)     
filed  a  Complaint for Injunctive Relief and Civil Penalty (the Complaint)     
against  the Company in the Circuit Court of Worcester County, Md. for  the     
alleged  violation  of certain Maryland water pollution control  laws  with     
respect  to  the  Company's land application of  sludge  to  Company  owned     
agricultural land near Berlin, Md. The MDE seeks, in addition to injunctive     
and equitable relief, civil penalties of up to $10,000 per day for each day     
the  Company  had  allegedly operated in violation of  the  Maryland  water     
pollution  control  laws.   The  Company has  only  recently  received  the     
Complaint,  is  reviewing  and  researching the  factual  matters  asserted     
therein,  and intends to vigorously defend against the same.   The  Company     
does  not believe any penalties, if imposed, would have a material  adverse     
effect on the Company's results of operations or financial condition.           

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

Not applicable.                                                       

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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              68     1963       
Board of Directors          

John H. Tyson             Chairman of the                     45     1984       
Board of Directors          

Wayne Britt               Chief Executive Officer             49     1977       

Donald E. Wray            President and Chief Operating       61     1979       
Officer                     

Greg Lee                  Executive Vice President, Sales,    51     1993       
    Marketing and Technical Services

David Purtle              Executive Vice President,           54     1985       
  Operations, Transportation and
Warehousing                 

Steven Hankins            Executive Vice President and        40     1997       
Chief Financial Officer     

Dennis Leatherby          Senior Vice President,              38     1990       
Finance and Treasurer       

James G. Ennis            Vice President, Controller and      53     1996       
Chief Accounting Officer    

David L. Van Bebber       Vice President and                  42     1990       
Director of Legal Services  

R. Read Hudson            Secretary                           40     1998       

Louis C. Gottsponer, Jr.  Assistant Secretary and             34     1998       
  Director of Investor Relations

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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 after previously serving as Chairman of the     
Board and Chief Executive Officer. Mr. John H. Tyson was appointed 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. Britt was appointed Chief Executive Officer in 1998 after serving     
as  Executive Vice President and Chief Financial Officer since 1996, Senior     
Vice  President,  International Sales and Marketing  since  1994  and  Vice     
President,  Wholesale  Club Division since 1992.  Mr.  Wray  was  appointed     
President  and  Chief  Operating Officer in 1995  after  serving  as  Chief     
Operating  Officer  since  1991.  Mr.  Lee  was  appointed  Executive  Vice     
President, Sales, Marketing and Technical Services in 1995 after serving as     
Senior  Vice  President, Sales and Marketing since  1993.  Mr.  Purtle  was     
appointed   Executive  Vice  President,  Operations,   Transportation   and     
Warehousing  in  1995  after serving as Senior Vice  President,  Operations     
since 1991. Mr. Hankins was appointed 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. Leatherby was appointed Senior Vice President, Finance and Treasurer in     
1998  after  serving as Vice President and Treasurer since 1997,  Treasurer     
since 1994 and Assistant Treasurer since 1990. Mr. Ennis was appointed Vice     
President, Controller and Chief Accounting Officer in 1996 after serving as     
Corporate  Tax  Manager  since  1986. Mr. Van  Bebber  was  appointed  Vice     
President and Director of Legal Services in 1998 after serving as Assistant     
Secretary  since 1990.  Mr. Hudson was appointed Secretary  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.                                                                           

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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 29 of the  Annual  Report     
under the caption "Capital Stock," which information is incorporated herein     
by reference.                                                                   

 On October 3, 1998, there were approximately 33,683 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 14 and 15 and in the table on page 44  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. On January 10, 1997, the Board  of  Directors     
increased the post-split annual dividend rate on Class A Stock to $.10  per     
share  and fixed an annual dividend rate of $.09 per share for the Class  B     
Stock,  effective with the quarterly dividend paid on March 15,  1997.  The     
Company  has continued to pay quarterly dividends at the same rates through     
fiscal 1998.                                                                    

ITEM 6.  SELECTED FINANCIAL DATA                                                

See the information reflected under the caption "Eleven-Year Financial
Summary"  on  pages  14 and 15 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 16 through 23 of the Annual Report, which     
information is incorporated herein by reference.                                

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS             

 Market  risks  relating to the Company's operations result  primarily
from  changes  in  interest  rates, foreign exchange  rates  and  commodity     
prices,  as well as credit risk concentrations. To address these risks  the     
Company  enters into various hedging transactions as described  below.  The     
Company does not use financial instruments for trading purposes and is  not     
a party to any leveraged derivatives.                                           

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Commodities Risk                                                                

 The Company is a purchaser of certain commodities, primarily corn and
soybeans.   The  Company periodically uses commodity futures and  purchased     
options  for  hedging purposes to reduce the effect of  changing  commodity     
prices  and  as  a  mechanism to procure the grains.   The  contracts  that     
effectively  meet  risk  reductions 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     
oil  and  other  feed ingredient inventory and futures contracts  that  are     
sensitive to changes in commodity prices.  The table presents the  carrying     
amounts  and fair values at October 3, 1998. Additionally, for the  futures     
contracts, the latest which matures 15 months from the reporting date,  the     
table  presents  the  notional amounts in units of purchase,  the  weighted     
average  contract  prices and the total dollar contract amounts.   Contract     
amounts are used to calculate the contractual payments and quantity of corn     
and soybean oil to be exchanged under the futures contracts.                    

(dollars and volume in millions, except per unit amounts)                       
---------------------------------------------------------------------------     
                  Volume  Contract/  Weighted      Fair   Weighted
                         Book Value Average Price  Value   Average
                                       Per Unit            Price Per
                                                            Unit
---------------------------------------------------------------------------     
Commodity Inventory        -       $36.0     $  -         $36.0   $ -           

Corn Futures Contracts                                                          
(volume in bushels)                                                             
Long (Buy) Positions      7.5       17.4       2.33        17.0     2.27        
Short (Sell) Positions    9.7       20.5       2.11        20.2     2.08        

Soybean Oil Futures Contracts                                                   
(volume in cwt)                                                                 
Long (Buy) Positions      0.1        2.1      24.24         2.1    24.05        
Short (Sell) Positions    0.1        1.5      24.40         1.5    24.06        
===========================================================================     

Foreign Currency and Interest Rate Risks                                        

  The  Company  periodically  enters  into  foreign  exchange  forward
contracts  and  option  contracts to hedge some  of  its  foreign  currency     
exposure.  The Company uses such contracts to hedge exposure to changes  in     
foreign currency exchange  rates, primarily Japanese Yen, associated with       
sales  denominatedin  foreign currency. 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 not exceeding 12 months. 

 The  Company  also  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%.                                    

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The  following  table  provides information about the Company's  derivative     
financial instruments and other financial instruments that are sensitive to     
changes  in  interest  rates. The table presents  for  the  Company's  debt     
obligations, principal cash flows, related weighted-average interest  rates     
by  expected maturity dates and fair values. For interest rate  swaps,  the     
table  presents 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.                                                                       

Interest Rate Sensitivity     
Principal (Notional) Amount by Expected Maturity      
Average Interest (Swap) Rate      
___________________________________________________________________________     
(dollars in millions)1999  2000  2001  2002  2003  There-   Total  Fair         
                                           after           Value
                                                           10/3/98
___________________________________________________________________________     
Liabilities                                                                     

Long-term Debt,                                                                 
including                                                                   
Current Portion                                                             

Fixed Rate         $73.6 $226.7 $125.2 $31.4 $178.5 $823.3 $1,458.7 $1,533.7    
Average Interest                                                              
Rate          9.37% 6.39%  8.25% 7.88% 6.20%  6.79%   6.93%         

Variable Rate       $4.0 $24.6    -  $506.9   -     $50.0   $585.5   $585.5   
Average Interest                                                              
Rate          4.15% 7.67%    -   5.57%   -    3.73%   5.49%         

Interest Rate                                                                   
Derivative Financial                                                          
Instruments Related                                                           
to Debt                                                                       
Interest Rate Swaps                                                             

Pay Fixed          $16.1  $17.2  $18.4 $19.6 $20.2  $50.2 $141.7   ($8.1)   
Average Pay Rate    6.71%  6.71%  6.69% 6.73% 6.74% 6.59%  6.67%            
Average Receive Rate- USD 6 Month Libor.                                    
===========================================================================     

The  following table summarizes information on instruments and transactions     
that  are  sensitive to foreign currency exchange rates. The table presents     
the   notional  amounts,  weighted-average  exchange  rates   by   expected     
(contractual)  maturity  dates  and fair  values.  These  notional  amounts     
generally  are used to calculate the contractual payments to  be  exchanged     
under the contract.                                                             

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Exposures Related to Derivative Contracts     
with United States Dollar Functional Currency     
Principal (Notional) Amount by Expected Maturity      
Average Forward Foreign Currency Exchange Rate (USD/Foreign Currency)     
(dollars in millions)     
___________________________________________________________________________     

            1999    2000 - 2003         There-   Total    Fair
                                         after             Value
                                                           10/3/98
___________________________________________________________________________     

Sold Option Contracts                                                           
to Sell Foreign                                                               
Currencies for US$                                                            
Japanese Yen                                                                    
Notional  Amount    $6.5      -                         $6.5      -       
Weighted Average                                                          
Strike Price   Y109.48                                                
Purchased Option                                                                
Contracts to Sell                                                             
Foreign Currencies                                                            
for US$                                                                       
Japanese Yen                                                                    
Notional Amount      $5.6      -                         $5.6    $0.4       
Weighted Average                                                            
Strike Price   Y126.69                                                
===========================================================================     

Credit Risks                                                                    

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.                                               

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

 See the information on pages 24 through 41 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.                                                                 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                          

Not applicable.                                                       

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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.                                                                      

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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 24 through 40 in the
 Company's Annual Report for the fiscal year ended
October 3, 1998, and the Report of Independent  
Auditors, on page 41 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                               62
for the three years ended October 3, 1998                         

Consolidated Balance Sheets at                                  63
October 3, 1998 and September 27, 1997                            

Consolidated Statements of Shareholders' Equity                 64
for the three years ended October 3, 1998                         

Consolidated Statements of Cash Flows                           65
for the three years ended October 3, 1998                         

Notes to Consolidated Financial Statements                   66-81

Report of Independent Auditors                                  83

  2.  The following additional information for the years 1998,
        1997, and 1996 is submitted herewith.  Page references are
   to the consecutively numbered pages of this Report on
Form 10-K:                                      

                                                             Pages
                                                             -----
Report of Independent Auditors                                  32

Schedule VIII Valuation and Qualifying                          33
Accounts and Reserves for the three years ended October           
3, 1998                                                           

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.  On September 4, 1998, the Company filed a Current Report
          on Form 8-K related to the Board of Directors' approval of
a combined financial program.                   

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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     
-----------                                                           -----     
2.1        Agreement and Plan of Merger dated September  4,  1997               
by  and  among the Company, HFI Acquisition Sub,  Inc.    
and  Hudson  Foods, Inc. (previously filed as  Exhibit    
2.1 to the Company's  Registration  Statement on  Form    
S-4, filed with the Securities and Exchange Commission    
on  December 10, 1997, Registration No. 333-41887, and    
incorporated herein by reference).                        

3.1        Restated Certificate of Incorporation of the Company       34-43     

3.2        Amended and Restated Bylaws of the Company (previously               
filed as Exhibit 3.2 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).                        

4.1        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).                                               

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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).                        

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    

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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  $150  million 6% Note due January  15,  2003               
(previously  filed  as Exhibit 4.1  to  the  Company's    
Quarterly  Report  on Form 10-Q for the  period  ended    
December  27,  1997, Commission File No.  0-3400,  and    
incorporated herein by reference).                        

4.13       Form  of  $150  million 7% Note due January  15,  2028               
(previously  filed  as Exhibit 4.2  to  the  Company's    
Quarterly  Report  on Form 10-Q for the  period  ended    
December  27,  1997, Commission File No.  0-3400,  and    
incorporated herein by reference).                        

4.14       Form  of  $100 million 6.08% MOPPRS, due  February  1,               
2010 (previously filed as Exhibit 4.3 to the Company's    
Quarterly  Report  on Form 10-Q for the  period  ended    
December  27,  1997, Commission File No.  0-3400,  and    
incorporated herein by reference).                        

4.15       Remarketing  Agreement dated January 28, 1998  between               
the Company and Merrill Lynch, Pierce, Fenner & Smith,    
Incorporated,  relating  to  the  6.08%   MOPPRS   due    
February 1, 2010 (previously filed as Exhibit  4.1  to    
the  Company's Current Report on Form 8-K, filed  with    
the Securities and Exchange Commission on February  4,    
1998 and incorporated herein by reference).               

4.16       Form of $50 million Floating Rate MOPPRS, due February               
1,  2010  (previously  filed as  Exhibit  4.5  to  the    
Company's Quarterly Report on Form 10-Q for the period    
ended  December 27, 1997, Commission File No.  0-3400,    
and incorporated herein by reference).                    

4.17       Remarketing  Agreement dated January 28, 1998  between               
the Company and Merrell Lynch, Pierce, Fenner & Smith,    
Incorporated, relating to the Floating Rate MOPPRS due    
February 1, 2010 (previously filed as Exhibit  4.2  to    
the  Company's Current Report on Form 8-K, filed  with    
the Securities and Exchange Commission on February  4,    
1998 and incorporated herein by reference).               

4.18       Form  of  7.0%  $200  million Note  due  May  1,  2018               
(previously  filed as  Exhibit 4.1  to  the  Company's    

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Quarterly Report on Form 10-Q for the period ended        
March  28,  1998,  Commission  File  No.  0-3400,  and    
incorporated herein by reference).                        

4.19       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).        

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    

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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).                        

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      Profit Sharing Plan and Trust of Tyson Foods, Inc., as               
amended  and restated through April 1, 1993; Amendment    
No.1 thereto, effective April 1, 1995; and terminating    

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resolution, effective March 31, 1996 (previously filed    
as  Exhibit 10(b) to  the  Company's Form 10-Q for the    
quarter ended March 30, 1996, Commission File No.    0-   
3400, and incorporated herein by reference).              

10.13      Tyson  Foods,  Inc. Employee Stock Purchase  Plan,  as               
amended  and  restated  through  April  1,  1993;  and    
Amendment    Nos.   1   and   2   thereto,   effective    
April  1,  1996 (previously filed as Exhibit 10(d)  to    
the   Company's  Form  10-Q  for  the  quarter   ended    
March  30,  1996,  Commission  File  No.  0-3400,  and    
incorporated herein by reference).                        

10.14      Tyson Foods, Inc. Incentive Stock Option Plan of 1982,               
as   amended  and  restated  on  September  5,   1987,    
(previously  filed as Exhibit 10(c) to  the  Company's    
Annual Report on Form 10-K for the fiscal year ended      
October  3,  1987,  Commission File  No.  0-3400,  and    
incorporated herein by reference).                        

10.15      Tyson  Foods,  Inc. Employee Stock Ownership  Plan  as               
amended  and  restated  through  April  1,  1993;  and    
terminating  resolution,  effective  March  31,   1996    
(previously  filed as Exhibit 10(c) to  the  Company's    
Form  10-Q  for  the  quarter ended  March  30,  1996,    
Commission File No. 0-3400, and incorporated herein by    
reference).                                               

10.16      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).                        

10.17      Retirement   Savings  Plan  of  Tyson   Foods,   Inc.,               
qualified under Section 401(k) of the Internal Revenue    
Code  of 1986, as amended, originally effective as  of    
October  3,  1987,  as  amended and  restated  through    
January  1,  1993;  and Amendments  Nos.  1-5  thereto    
(previously  filed as Exhibit 10(a) to  the  Company's    
Form  10-Q  for  the  quarter ended  March  30,  1996,    
Commission File No. 0-3400, and incorporated herein by    
reference).                                               

10.18      Tyson  Employee  Retirement Income  Savings  Plan,  as               
amended   and  restated  effective  April   1,   1987,    
(previously  filed as Exhibit 10(h) to  the  Company's    
Annual Report on Form 10-K for the fiscal year ended      
October  3,  1987,  Commission File  No.  0-3400,  and    
incorporated herein by reference).                        

10.19      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    

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year ended September 30, 1995, Commission File No.        
0-3400, and incorporated herein by reference).            

10.20      Senior Executive Employment Agreement dated November      44-45      
20, 1998 between the Company and Leland E. Tollett.       

10.21      Senior Executive Employment Agreement dated November      46-47      
20, 1998 between the Company and Donald E. Wray.          

12         Ratio of Earnings to Fixed Charges.                          48      

13         Pages  14-44  and back cover of the Annual  Report  to    49-88      
Shareholders  for  the fiscal year  ended  October  3,    
1998.                                                     

21         Subsidiaries of the Company.                              89-90      

23         Consent of Independent Auditors.                             91      

27         Financial Data Schedule.                                             

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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 16, 1998
------------------- 
Steven Hankins      
    Executive Vice President
           and Chief Financial Officer

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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/ Wayne Britt           Chief Executive Officer      December 16, 1998        
--------------------           and Director                                     
Wayne Britt                                                                     

/s/ Neely Cassady                 Director             December 16, 1998        
--------------------                                                            
Neely Cassady                                                                   

/s/ James G. Ennis        Vice President, Controller   December 16, 1998        
--------------------     and Chief Accounting Officer                           
James G. Ennis                                                                  

/s/ Lloyd V. Hackley              Director             December 16, 1998        
--------------------                                                            
Lloyd V. Hackley                                                                

/s/ Steven Hankins      Executive Vice President and   December 16, 1998        
--------------------       Chief Financial Officer                              
Steven Hankins                                                                  

/s/ Gerald Johnston               Director             December 16, 1998        
--------------------                                                            
Gerald Johnston                                                                 

/s/ Shelby D. Massey              Director             December 16, 1998        
--------------------                                                            
Shelby D. Massey                                                                

/s/ Joe F. Starr                  Director             December 16, 1998        
--------------------                                                            
Joe F. Starr                                                                    

/s/ Leland E. Tollett             Director             December 16, 1998        
---------------------                                                           
Leland E. Tollett                                                               

/s/ Barbara Tyson         Vice President and Director  December 16, 1998        
---------------------                                                           
Barbara Tyson                                                                   

/s/ Don Tyson               Senior Chairman of the     December 16, 1998        
---------------------         Board of Directors                                
Don Tyson                                                                       

/s/ John H. Tyson               Chairman of the        December 16, 1998        
---------------------          Board of Directors                               
John H. Tyson                                                                   

/s/ Fred S. Vorsanger              Director            December 16, 1998        
---------------------                                                           
Fred S. Vorsanger                                                               

/s/ Donald E. Wray        President, Chief Operating   December 16, 1998        
---------------------        Officer and Director                               
Donald E. Wray                                                                  
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FINANCIAL STATEMENT SCHEDULE          

10-K 33rd Page of 34 TOC 1st Previous Next ↓Bottom Just 33rd
REPORT OF INDEPENDENT AUDITORS      

We  have audited the consolidated financial statements of Tyson Foods, Inc.     
as  of  October 3, 1998 and September 27, 1997,  and for each of the  three     
years  in  the  period ended October 3, 1998, and have  issued  our  report     
thereon  dated  November 20, 1998. 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.     

Tulsa, Oklahoma                                    /s/ERNST & YOUNG LLP       
November 20, 1998                                    --------------------     
                                               ERNST & YOUNG LLP

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TYSON FOODS, INC.     
SCHEDULE VIII       
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES      
Three Years Ended October 3, 1998           

(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                                                           

1998                $4.4        $2.2          0        $78.7(1)     $85.3       

1997                $3.5        $2.0          0        ($1.1)        $4.4       

1996                $3.6        $1.9          0        ($2.0)        $3.5       

(1) Includes $48.4 million reserve for international currency devaluation.      

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K’ Filing	Date	First	Last	Other Filings

	1/15/28	25
	5/1/18	25	26
	2/1/10	25
	6/1/05	23
	1/15/03	25
	12/31/01	11
	12/16/01	11
	11/8/01	11
	11/4/01	11
	11/3/01	11
	10/6/01	11
	7/14/01	11
	4/21/01	11
	3/31/01	11		10-Q
	11/11/00	11
	11/4/00	11
	4/25/00	11
	2/20/00	11
	12/31/99	11
	11/12/99	11
	10/10/99	11
	3/3/99	11
	2/24/99	11
	1/24/99	11
	1/8/99	2
	12/31/98	11
Filed on:	12/16/98	30	31
	12/4/98	11
	11/30/98	11
	11/20/98	33
	10/6/98	14
For Period End:	10/3/98	1	34	DEF 14A
	9/4/98	22		8-K
	7/23/98	14
	5/8/98	14
	3/28/98	26		10-Q
	2/4/98	25		8-K
	1/28/98	25		8-K
	1/12/98	13
	12/29/97	13
	12/27/97	25		10-Q
	12/10/97	23		10-K405, S-4
	9/27/97	22	33	10-K405, DEF 14A
	9/19/97	14
	9/4/97	23
	8/1/97	28
	7/28/97	14
	6/28/97	26		10-Q
	5/23/97	26
	3/15/97	17
	1/10/97	17
	9/28/96	23	25	10-K405, DEF 14A
	6/29/96	24	26	10-Q
	5/24/96	26
	4/1/96	28		S-8
	3/31/96	28
	3/30/96	28		10-Q
	9/30/95	29		10-K405, DEF 14A
	7/20/95	23		424B2, 8-K
	7/1/95	23	26	10-Q
	5/26/95	26
	5/8/95	23		S-3/A
	4/1/95	27		10-Q
	12/31/94	24	25	10-Q
	11/18/94	27
	11/1/94	24
	10/1/94	27		10-K, DEF 14A
	9/1/94	27
	4/15/94	27		DEFC14A, PREC14A, SC 14D1/A
	7/3/93	24	27
	7/1/93	26	27
	6/30/93	24	25
	4/1/93	27	28
	1/1/93	28
				List all Filings

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/13/23  Tyson Foods, Inc.                 10-K        9/30/23  119:19M
 6/09/23  Tyson Foods, Inc.                 S-3ASR      6/09/23    5:593K                                   Broadridge Fin’l So… Inc
11/14/22  Tyson Foods, Inc.                 10-K       10/01/22  118:20M
11/15/21  Tyson Foods, Inc.                 S-8        11/15/21    3:135K                                   Quality EDGAR So… LLC/FA
11/15/21  Tyson Foods, Inc.                 10-K       10/02/21  124:19M
 2/11/21  Tyson Foods, Inc.                 10-K/A     10/03/20  131:23M
11/16/20  Tyson Foods, Inc.                 10-K       10/03/20  134:23M

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Filing Submission 0000100493-98-000013 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Tyson Foods Inc – ‘10-K’ for 10/3/98

As of: Wednesday, 12/16/98 · For: 10/3/98 · Accession #: 100493-98-13 · File #: 1-14704

Annual Report — Form 10-KFiling Table of Contents

10-K — 1998 Form 10-KDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

7 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K
Filing Table of Contents

10-K — 1998 Form 10-K
Document Table of Contents