Tyson Foods Inc – ‘10-Q’ for 12/27/97

As of:  Tuesday, 2/10/98   ·   For:  12/27/97   ·   Accession #:  100493-98-7   ·   File #:  1-14704

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        1st Qtr Fy1998 Form 10-Q                              15     67K 
 2: EX-4.1      Form of $150 Million 6% Note                           7     27K 
 3: EX-4.2      Form of $150 Million 7% Note                           7     27K 
 4: EX-4.3      Form of $100 Million 6.08% Mopprs                     12     48K 
 5: EX-4.5      Form of $50 Million Floating Rate Mopprs              14     60K 
 6: EX-12       Ratio of Earnings to Fixed Charges                     1      7K 
 7: EX-27       Financial Data Schedule                                1      8K 

10-Q   —   1st Qtr Fy1998 Form 10-Q
Document Table of Contents

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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549      

FORM 10-Q     

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

For the quarterly period ended December 27, 1997                      

OR                                                                    

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

For the transition period from__________________to_________________   

Commission File Number 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 and zip code)     

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

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 (or for such shorter period          
that the Registrant was required to file such reports), and (2) has been        
subject to such filing requirements for the past 90 days.                       

Yes   X         No                                          
---            ---                                

Indicate the number of shares outstanding of each of the issuer's classes       
of common stock, as of the latest practicable date.                             

Class                                        Outstanding December 27, 1997      
------------------------------------         -----------------------------      
Class A Common Stock, $.10 Par Value           110,549,981 Shares               
Class B Common Stock, $.10 Par Value           102,670,113 Shares               

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TYSON FOODS, INC.     
INDEX     

                                                                PAGE

PART I.  FINANCIAL INFORMATION                                                  

Item 1.  Financial Statements                                         

Consolidated Condensed Balance Sheets                       
    December 27, 1997 and September 27, 1997                       3

Consolidated Condensed Statements of Income                 
for the Three Months Ended                                  
    December 27, 1997 and December 28, 1996                        4

Consolidated Condensed Statements of Cash Flows             
for the Three Months Ended                                  
    December 27, 1997 and December 28, 1996                        5

    Notes to Consolidated Condensed Financial Statements         6-8

Item 2.  Management's Discussion and Analysis of Financial            
         Condition and Results of Operations                    8-11

PART II. OTHER INFORMATION                                                      

Item 1.  Legal Proceedings                                      11-12 

Item 2.  Changes in Securities                                     12 

Item 3.  Defaults Upon Senior Securities                           12 

Item 4.  Submission of Matters to a Vote of Security Holders       12 

Item 5.  Other Information                                         12 

Item 6.  Exhibits and Reports on Form 8-K                       12-14 

SIGNATURES                                                              15      

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PART I.  FINANCIAL INFORMATION    
Item 1.  Financial Statements                                                   
TYSON FOODS, INC.     
CONSOLIDATED CONDENSED BALANCE SHEETS     
(In millions except per share amounts)      
                             (Unaudited)
                                           December 27,  September 27,
ASSETS                                              1997          1997          
Current Assets:                                                                 
Cash and cash equivalents                      $   24.2     $   23.6        
Accounts receivable                               589.7        617.8        
Inventories                                       914.5        886.1        
Assets held for sale                                6.2          6.2        
Other current assets                               30.7         38.8        
                                        _______      _______
Total Current Assets                              1,565.3      1,572.5          
Net Property, Plant, and Equipment                1,920.5      1,924.8          
Excess of Investments over Net Assets Acquired      725.3        731.1          
Investments and Other Assets                        193.1        182.6          
                                       ________     ________
Total Assets                                     $4,404.2     $4,411.0          
                                       ========     ========
LIABILITIES AND SHAREHOLDERS' EQUITY                                            
Current Liabilities:                                                            
Notes payable                                  $  138.8     $   37.3        
Current portion of long-term debt                  60.3         94.6        
Trade accounts payable                            269.0        290.3        
Other accrued liabilities                         280.8        298.8        
                                        _______      _______
Total Current Liabilities                           748.9        721.0          
Long-Term Debt                                    1,491.7      1,558.2          
Deferred Income Taxes                               502.7        506.1          
Other Liabilities                                     4.2          4.2          
Shareholders' Equity:                                                           
Common stock ($.10 par value):                                              
Class A-Authorized 900 million shares;                                    
issued 119.5 million shares at                                        
12-27-97 and 9-27-97                            11.9         11.9     
Class B-Authorized 900 million shares;                                    
issued 102.7 million shares at                                        
12-27-97 and 9-27-97                            10.3         10.3     
Capital in excess of par value                    379.1        379.1        
Retained earnings                               1,430.6      1,390.8        
Currency translation adjustment                    (2.2)        (2.5)       
                                        _______      _______
                                        1,829.7      1,789.6
Less treasury stock, at cost-                                               
9.0 million shares at 12-27-97 and                                        
8.8 million shares at 9-27-97                    170.6        165.6       
Less unamortized deferred compensation              2.4          2.5        
                                       ________     ________
Total Shareholders' Equity                        1,656.7      1,621.5          
                                       ________     ________
Total Liabilities and Shareholders' Equity       $4,404.2     $4,411.0          
                                       ========     ========

The accompanying notes are an integral part of these financial statements.      

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TYSON FOODS, INC.     
CONSOLIDATED CONDENSED STATEMENTS OF INCOME     
(In millions except per share data)     
(Unaudited)     

                                        Three Months Ended
                                        __________________

                                       December 27,       December 28,
                                       1997               1996
                                       ____________       ____________

Sales                                       $1,520.8           $1,527.9         
Cost of Sales                                1,260.1            1,279.5         
                                     -------            --------
Gross Profit                                   260.7              248.4         
Expenses:                                                                       
Selling                                      125.6              125.1       
General and administrative                    31.3               23.5       
Amortization                                   5.9                6.8       
                                     -------             -------
Operating Income                                97.9               93.0         
Other Expense (Income):                                                         
Interest                                      27.2               28.9       
Other                                         (0.6)             (41.5)      
                                     -------             -------

Income Before Taxes on Income                   71.3              105.6         
Provision for Income Taxes                      26.4               61.0         
                                     -------             -------
Net Income                                     $44.9              $44.6         
                                     =======             =======
Basic Average Shares Outstanding               213.3              217.4         
                                      =====              =====
Basic Earnings Per Share                       $0.21              $0.21         
                                      =====              =====
Diluted Average Shares Outstanding             215.0              219.4         
                                      =====              =====
Diluted Earnings Per Share                     $0.21              $0.20         
                                      =====              =====
Cash Dividends Per Share:                                                       

Class A                                    $0.0250            $0.0200       
Class B                                    $0.0225            $0.0180       

The accompanying notes are an integral part of these financial statements.      

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TYSON FOODS, INC.     
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS     
(In millions)     
(Unaudited)     
                                          Three Months Ended
                                          __________________
                                            December 27,  December 28,
                                            1997          1996
                                            ____________  ____________
Cash Flows from Operating Activities:                                           
Net income                                          $44.9        $44.6      
Adjustments to reconcile net income to cash                                 
provided by operating activities:                                         
Depreciation                                       51.7         51.1    
Amortization                                        5.9          6.8    
Deferred income taxes                              (3.4)        (0.1)   
(Gain)Loss on dispositions of assets                0.6        (41.4)   
Decrease in accounts receivable                    28.1         52.0    
(Increase)decrease in inventories                 (28.4)        38.9    
Decrease in trade accounts payable                (21.3)       (33.1)   
Net change in other current assets                                      
and liabilities                                 (9.9)        63.8 
                                              _____       ______
Cash Provided by Operating Activities                  68.2        182.6        
Cash Flows from Investing Activities:                                           
Additions to property, plant and equipment          (50.3)       (44.6)     
Proceeds from sale of property, plant and equipment   2.4        186.5      
Net change in other assets and liabilities          (10.6)        (5.5)     
                                              _____       ______
Cash (Used for)Provided by Investing Activities       (58.5)       136.4        
Cash Flows from Financing Activities:                                           
Net change in notes payable                         101.5        (34.3)     
Proceeds from long-term debt                         20.4         19.4      
Repayments of long-term debt                       (121.2)      (221.1)     
Purchases of treasury shares                         (5.5)                  
Other                                                (4.2)        (2.9)     
                                              _____       ______
Cash Used for Financing Activities                     (9.0)      (238.9)       
Effect of Exchange Rate Change on Cash                 (0.1)        (0.3)       
                                              _____       ______
Increase in Cash and Cash Equivalents                   0.6         79.8        
Cash and Cash Equivalents at Beginning of Period       23.6         36.6        
                                             ______       ______
Cash and Cash Equivalents at End of Period            $24.2       $116.4        
                                             ======       ======
Supplemental Cash Flow Information                                              
Cash paid during the period for:                                            
Interest                                          $45.8        $48.1    
Income taxes                                       $2.1         $1.3    

The accompanying notes are an integral part of these financial statements.      

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TYSON FOODS, INC.     
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS      
(Unaudited)     

1.   Accounting Policies                                                        

The consolidated condensed financial statements have been prepared by Tyson     
Foods,  Inc.  (the  "Company"), without audit, pursuant to  the  rules  and     
regulations  of the Securities and Exchange Commission. Certain information     
and  accounting  policies  and footnote disclosures  normally  included  in     
financial  statements  prepared  in  accordance  with  generally   accepted     
accounting principles have been condensed or omitted pursuant to such rules     
and  regulations. Although the management of the Company believes that  the     
disclosures  are adequate to make the information presented not misleading,     
these  consolidated  condensed  financial  statements  should  be  read  in     
conjunction  with the consolidated financial statements and  notes  thereto     
included  in the Company's latest annual report for the fiscal  year  ended     
September  27,  1997.  The preparation of consolidated condensed  financial     
statements  requires management to make estimates and  assumptions.   These     
estimates  and  assumptions  affect the  reported  amounts  of  assets  and     
liabilities and disclosure of contingent assets and liabilities at the date     
of  the  consolidated  financial statements and  the  reported  amounts  of     
revenues  and  expenses during the reporting period. Actual  results  could     
differ  from  those  estimates. In the opinion of  the  management  of  the     
Company,  the  accompanying  consolidated  condensed  financial  statements     
contain  all adjustments, consisting of normal recurring accruals necessary     
to  present  fairly  the financial position  as  of  December 27, 1997  and     
September  27,  1997 and the results of operations and cash flows  for  the     
three months ended December 27, 1997 and December 28, 1996. The results  of     
operations and cash flows for the three months ended December 27, 1997  and     
December  28,  1996, are not necessarily indicative of the  results  to  be     
expected for the full year.                                                     

In  1997,  the  Financial Accounting Standards Board  issued  Statement  of     
Financial Accounting Standards No. 128, "Earnings Per Share". Statement 128     
replaced  the  previously reported primary and fully diluted  earnings  per     
share  with  basic and diluted earnings per share. Unlike primary  earnings     
per  share,  basic  earnings per share excludes  the  dilutive  effects  of     
options,  warrants, and convertible securities. Diluted earnings per  share     
is  very  similar  to  the previously reported fully diluted  earnings  per     
share.  All earnings per share amounts for all periods have been presented,     
and where necessary, restated to conform to the Statement 128 requirements.     

The   Notes  to  Consolidated  Financial  Statements  for  the  fiscal year     
ended September 27, 1997, reflect the significant accounting policies, debt     
provisions,  borrowing  arrangements, dividend restrictions,  contingencies     
and  commitments  of the Company. There were no material  changes  in  such     
items  during the three months ended December 27, 1997, except as disclosed     
in these notes.                                                                 

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2.   Earnings Per Share                                                         

The  following  table  sets  forth the computation  of  basic  and  diluted     
earnings per share:                                                             
                             Quarter Ended
                              (In million)
                           December 27,       December 28,
                           1997               1996
                           ------------       ------------
Numerator:                                                                      
Net Income                             $44.9              $44.6           
                            =====              =====
Denominator:                                                                    
Denominator for basic                                                     
earnings per share-                                                   
weighted average shares              213.3              217.4         

Effect of dilutive securities:                                            
Employee stock options                 1.7                2.0         
                            -----              -----
Denominator for diluted                                                   
earnings per share-                                                 
adjusted weighted average                                           
shares and assumed conversions      215.0              219.4        
                            =====              =====
Basic earnings per share                  $0.21              $0.21              
                            =====              =====
Diluted earnings per share                $0.21              $0.20              
                            =====              =====

3.   Inventories                                                                

Inventories, valued at the lower of cost (first-in, first-out)  or  market,     
consist of the following:                                                       
                                 (In millions)
                               December 27,    September 27,
                             1997             1997
                              -----------     ------------
Finished and work-in-process           $401.1          $366.1         
Live poultry and hogs                   343.7           353.4         
Seafood related products                 39.8            39.5         
Hatchery eggs and feed                   59.3            57.8         
Supplies                                 70.6            69.3         
                              ______          ______
Total                                  $914.5          $886.1         
                              ======          ======

4.   Acquisitions                                                               

On  January 9, 1998, the Company completed the acquisition of Hudson Foods,     
Inc.  ("Hudson") pursuant to which Hudson merged with and  into  a  wholly-     
owned  subsidiary  of  the  Company  (the  "Hudson  Acquisition").  At  the     
effective  time  of merger the Class A and Class B shareholders  of  Hudson     
received an aggregate of approximately 18.4 million shares of the Company's     
Class  A  common stock and approximately $257.4 million in cash. On January     
9,  1998,  the  Company borrowed $318 million  under its  commercial  paper     
program  to  finance  the  $257.4  million  cash  portion  of  the   Hudson     

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Acquisition  and  repay approximately $61 million under Hudson's  revolving     
credit  facilities. Reference is made to the Company's  Current  Report  on     
Form  8-K, dated January 15, 1998 for a more detailed description of Hudson     
and   the   Hudson  Acquisition,  including  certain  pro  forma  financial     
information giving effect to the Hudson Acquisition.                            

Item 2.   Management's Discussion and Analysis of Financial Condition           
and Results of Operations                                   

FINANCIAL CONDITION                                                             

For  the  three  months ended December 27, 1997, net  cash  totaling  $68.2     
million  was  provided  by  all operating activities.  Operations  provided     
$99.7  million  in  cash  and $31.5 million was  used  by  net  changes  in     
receivables, inventories, payables and other items. The Company  used  cash     
from  operations  to  fund $50.3 million of property, plant  and  equipment     
additions. The expenditures for property, plant and equipment were  related     
to  acquiring  new  equipment, upgrading facilities in  order  to  maintain     
competitive standing and position the Company for future opportunities.         

At  December  27,  1997,  working capital was $816.4  million  compared  to     
$851.5  million at 1997 fiscal year-end, a decrease of $35.1 million.   The     
current ratio at December 27, 1997 was 2.09 to 1 compared to 2.18 to  1  at     
September  27, 1997. Working capital has decreased since year-end primarily     
due  to a decrease in accounts receivable and an increase in notes payable.     
Although  notes  payable  increased  $101.5  million,  long-term  debt  has     
decreased  $66.5  million,  and total debt increased  $700  thousand  since     
September  27,  1997. At December 27, 1997, total debt was 50.5%  of  total     
capitalization  compared  to 51.0% at September  27,  1997.  The  Company's     
foreseeable  cash  needs  for  operations  and  capital  expenditures  will     
continue  to  be  met  through cash flows from  operations  and  borrowings     
supported  by  existing  credit facilities as  well  as  additional  credit     
facilities which the Company believes are available.                            

The   Company  has  two  unsecured  revolving  credit  agreements  totaling     
$1.25  billion which support the Company's commercial paper  program.   The     
$1  billion  facility  expires in May 2002. At December  27,  1997,  $691.4     
million was outstanding under the $1 billion facility consisting of  $569.4     
million  in  commercial paper and $122.0 million drawn under the  revolver.     
The $250 million facility expires in May 1998. At December 27, 1997, all of     
the  $250  million facility was available. Additional outstanding long-term     
debt  at  December  27, 1997 consisted of $348.7 million  of  public  debt,     
$221.5   million  of  institutional  notes,  $182.6  million  in  leveraged     
equipment  loans  and $47.5 million of other indebtedness.  On  January  9,     
1998,  the Company borrowed approximately $318 million under its commercial     
paper  program,  the proceeds of which were used to (i)  finance the $257.4     
million cash portion of the Hudson Acquisition and (ii) repay approximately     
$61  million  under Hudson's revolving credit facilities.  On  January  21,     
1998  the  Company issued in two separate series $150 million 6% Notes  due     
January  15,  2003  and  $150 million 7% Notes due  January  15,  2028.  On     
February 4, 1998, the Company issued $100 million 6.08% Mandatory  Par  Put     
Remarketed  SecuritiesSM ("MOPPRSSM") due February 1, 2010 and $50  million     
Floating Rate MOPPRS due February 1, 2010. The net proceeds from these debt     
offerings  will be used by the Company to repay a portion of the borrowings     
under  its  commercial paper program. The Company may  use  funds  borrowed     
under its revolving  credit facilities, commercial paper program or through     

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the  issuance of additional debt securities from time to time in the future     
to  repay  additional indebtedness of Hudson assumed by the  Company  as  a     
result of the Hudson Acquisition, finance acquisitions as opportunities may     
arise,  refinance other indebtedness or capital leases of the Company,  and     
other general corporate purposes.                                               

RESULTS OF OPERATIONS                                                           

Sales  for  the first quarter of fiscal 1998 decreased 0.5% from  the  same     
quarter  of fiscal 1997. This decrease is mainly due to a 4.6% decrease  in     
average  sales  prices mostly offset by a 4.3% increase  in  total  volume.     
Consumer poultry sales accounted for a decrease of 1.2% of the total change     
in  sales  for  the first quarter of fiscal 1998 as compared  to  the  same     
quarter of fiscal 1997. This decrease was due to a 7.0% decrease in average     
sales prices offset by a 6.1% increase in tonnage.                              

Mexican  Original,  Culinary  Foods and Mallards  Food  sales  as  a  group     
accounted  for  an increase of 0.4% of the total change in  sales  for  the     
first  quarter  of  fiscal 1998 as compared to the same quarter  of  fiscal     
1997.  This increase was primarily due to a 14.6% increase in average sales     
prices  partially  offset  by a 2.6% decrease  in  tonnage.  Seafood  sales     
accounted for a decrease of 0.8% of the change in total sales for the first     
quarter of fiscal 1998 as compared to the same quarter of fiscal 1997. This     
decrease was due to a 30.5% decrease in tonnage slightly offset by a  13.3%     
increase  in  average sales prices. The seafood operations continue  to  be     
affected  by  the availability of some species of fish as well  as  reduced     
pricing  on some products and other regulations which limit its  source  of     
supply.  Sales of live swine, animal foods, by-products, and  other,  as  a     
group  accounted for an increase of 1.1% of the change in total  sales  for     
the  first quarter of fiscal 1998 as compared to the same quarter of fiscal     
1997.                                                                           

The Company recognizes that conducting business in or selling products into     
foreign  countries, including but not limited to Russia and  certain  Asian     
countries,  entails  inherent risks including  various  political,  credit,     
inventory  and  currency  risks.   The  Company,  however,  is  continually     
monitoring  its  international business practices and,  whenever  possible,     
will attempt to minimize the Company's financial exposure to these risks.       

Cost  of  goods  sold for the first quarter of fiscal 1998  decreased  1.5%     
compared  to the same quarter of fiscal 1997. The cost of ingredients  used     
in feed for poultry and swine and the ingredients used in Mexican Original      
operations  during the first quarter of fiscal 1998 decreased in comparison     
with  the  same  quarter  of fiscal 1997.  However,  these  costs  did  not     
moderate as much as management had anticipated. As a percent of sales, cost     
of  sales was 82.9% for the first quarter of fiscal 1998 compared to  83.7%     
in the first quarter of fiscal 1997.                                            

Operating expenses increased 4.8% for the first quarter of fiscal 1998 from     
the  same  quarter of fiscal 1997. Selling expense, as a percent of  sales,     
increased to 8.3% for the first quarter of fiscal 1998 as compared to  8.2%     
for  the  first quarter of fiscal 1997. General and administrative expense,     
as  a  percent  of  sales,  was 2.1% in the first quarter  of  fiscal  1998     
compared  to  1.5% in the same period last year. Included  in  general  and     
administrative expense for the first quarter of fiscal 1998 is a charge  of     
$6  million  for penalties and costs associated with the plea agreement  by     
the Company with respect to the investigation by the  Office of Independent     

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Counsel  in  connection with former Secretary of Agriculture Michael  Espy.     
(See  Part  II.  Item  1- Legal Proceedings.) Amortization  expense,  as  a     
percent of sales, was 0.4% in the first quarter of fiscal 1998 and 1997.        

Interest  expense  decreased  5.9% for the first  quarter  of  fiscal  1998     
compared to the same quarter of fiscal 1997. The Company had a lower  level     
of  borrowing  which decreased the Company's average indebtedness  by  9.8%     
over the same period last year due to paying down debt with funds generated     
from  operations.  The weighted average interest rate of all  Company  debt     
increased to 6.42% compared to 6.14% for the same period last year.             

The effective income tax rate for the first three months of fiscal 1998 was     
37.0%  compared to 57.7% for the same period of fiscal 1997. The  effective     
income  tax rate for the first quarter of fiscal 1997 was impacted  by  the     
taxes  on the gain from the sale of the beef division assets. Certain costs     
were  allocated  to  the beef division, which are not  deductible  for  tax     
purposes, resulting in a higher effective tax rate.                             

IMPACT OF YEAR 2000                                                             

The  Year 2000 Issue is the result of computer programs being written using     
two  digits  rather than four to define the applicable  year.  Any  of  the     
Company's computer programs that have date-sensitive software may recognize     
a  date  using "00" as the year 1900 rather than the year 2000. This  could     
result  in  a  system  failure or miscalculations  causing  disruptions  of     
operations, including among other things, a temporary inability to  process     
transactions,   send  invoices,  or  engage  in  similar  normal   business     
activities.                                                                     

Based  on  a  recent assessment, the Company determined  that  it  will  be     
required to modify or replace limited portions of its software so that  its     
computer  systems will function properly with respect to dates in the  year     
2000 and thereafter. The Company presently believes that with modifications     
to  existing software and conversions to new software, the Year 2000  Issue     
will not pose significant operational problems for its computer systems.        

The Company has initiated formal communications with all of its significant     
suppliers  and  large  customers  to determine  the  extent  to  which  the     
Company's interface systems are vulnerable to those third parties'  failure     
to  remediate  their own Year 2000 Issues. The Company's  total  Year  2000     
project cost and estimates to complete include the estimated costs and time     
associated  with  the  impact of third party Year 2000  Issues  based  upon     
presently  available information. However, there can be no  guarantee  that     
the systems of other companies on which the Company's systems rely will  be     
timely  converted  and would not have an adverse effect  on  the  Company's     
systems.                                                                        

The Company will utilize both internal and external resources to reprogram,     
or  replace, and test the software for Year 2000 modifications. The Company     
anticipates completing the Year 2000 project by December 31, 1998, which is     
prior to any anticipated impact on its operating systems. The total cost of     
the  Year  2000  project is not expected to have a  material  effect on the     
Company's results of operations.                                                

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ENVIRONMENTAL MATTERS                                                           

The  Company  has  a strong financial commitment to environmental  matters.     
During  the  first  three  months  of  fiscal  1998  the  Company  invested     
approximately $16.6 million in water quality facilities, including  capital     
outlays to build and upgrade facilities and day-to-day operations of waste-     
water facilities.                                                               

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 in  relation  to  historical     
levels;  (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, all of which may impact the     
Company's  pricing power; (iv) effectiveness of advertising  and  marketing     
programs; (v) the ability of the Company to make effective acquisitions and     
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.                                                    

PART II.  OTHER INFORMATION     

Item 1.    Legal Proceedings                                                    

On  December  22,  1997, the Company entered into a plea  agreement  ("Plea     
Agreement")  with  the United States whereby the Company  agreed  to  plead     
guilty to one (1) count of Gratuity to a Public Official in violation of 18     
U.S.C.  201(c)(1)(A). Pursuant to said Plea Agreement, the  Company  agreed     
to  (i) pay a fine of Four Million and No/100 Dollars ($4,000,000.00), (ii)     
pay  Two  Million and No/100 Dollars ($2,000,000.00) to be applied  to  the     
costs  of  the  investigation  of the Office  of  the  Independent  Counsel     
("OIC"), and (iii) enter into a Compliance Agreement among the Company, the     
United States Department of Agriculture ("USDA") and the OIC. The USDA,  as     
the  lead  agency for purposes of suspension and debarment, has  determined     
that  the  terms  and  conditions of the Plea  Agreement  provide  adequate     
assurance  that  the Company's future dealings with the federal  government     
will  be  conducted  with  the  high  degree of  integrity that the federal     

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government expects of its business partners and that suspension, debarment,     
or  action  under  the  Federal Meat Inspection Act, the  Poultry  Products     
Inspection Act, and the Agricultural Marketing Act of 1946 is not necessary     
to  protect its interests.  On January 12, 1998 the United States  District     
Court  for  the District of Columbia entered judgement against the  Company     
enforcing  the terms and conditions of the Plea Agreement and also  placing     
the Company on probation for a term of four (4) years.                          

Item 2.    Changes in Securities                                                

Not Applicable                                            

Item 3.    Defaults Upon Senior Securities                                      

Not Applicable                                            

Item 4.    Submission of Matters to a Vote of Security Holders                  

The following directors were elected at the annual meeting of shareholders      
held January 9, 1998:                                                           

DIRECTORS                      VOTES FOR           VOTES WITHHELD               
_________                      _________           ______________               

Neely Cassady                 1,116,580,621             1,065,743               
Lloyd V. Hackley              1,116,586,506             1,059,858               
Gerald M. Johnston            1,116,564,775             1,081,589               
Shelby Massey                 1,116,583,375             1,062,989               
Joe F. Starr                  1,098,077,490            19,568,874               
Leland Tollett                1,116,564,870             1,081,494               
Barbara Tyson                 1,116,551,502             1,094,862               
Don Tyson                     1,116,549,525             1,096,839               
John Tyson                    1,116,538,276             1,108,088               
Fred S. Vorsanger             1,116,580,921             1,065,443               
Donald E. Wray                1,116,565,329             1,081,035               

No  other  items  were voted on at the annual meeting  of  shareholders  or     
during the quarter ended December 27, 1997.                                     

Item 5.    Other Information                                                    

Not Applicable                                            

Item 6.    Exhibits and Reports on Form 8-K                                     

(a) Exhibits:                                                                   

The exhibits filed with this report are listed in the exhibit index at the      
end of this Item 6.                                                             

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(b) Reports on Form 8-K:                                                        

On  December  16, 1997, January 5, 1998 and January 15, 1998,  the  Company     
filed  Current Reports on Form 8-K related to the definitive agreement  and     
plan of merger with Hudson Foods, Inc.                                          

On January 27, 1998, the Company filed a Current Report on Form 8-K related     
to the Company's First Quarter Fiscal 1998 Operating Results.                   

On February 4, 1998, the Company filed a Current Report on Form 8-K related     
to  Remarketing Agreements dated January 28, 1998 between the  Company  and     
Merrill  Lynch,  Pierce, Fenner & Smith, Incorporated with respect  to  the     
Company's issuance of $100 million of 6.08% MOPPRS due February 1, 2010 and     
$50 million of Floating Rate MOPPRS due February 1, 2010.                       

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EXHIBIT INDEX                                                                   

The following exhibits are filed with this report.                              

Exhibit No.                                                       Page          
___________                                                       ____          

3.1  Certificate of Incorporation of the Company as amended                     
(previously filed as Exhibit 3(a) to the Company's                    
Registration Statement on Form S-4 filed with the                     
Commission on July 8, 1992, Commission File No. 33-49368,             
and incorporated herein by reference).                                

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 $150 million 6% Note due January 15, 2003.             16-22       

4.2  Form of $150 million 7% Note due January 15, 2028.             23-29       

4.3  Form of $100 million 6.08% MOPPRS, due February 1, 2010.       30-41       

4.4  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).                                

4.5  Form of $50 million Floating Rate MOPPRS, due                              
February 1, 2010.                                              42-55  

4.6  Remarketing Agreement date 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).                                

12  Ratio of Earnings to Fixed Charges                                56      

27  Financial Data Schedule                                                   

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SIGNATURES      

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

         TYSON FOODS, INC.

Date:     February 10, 1998        /s/ Wayne Britt                              
-----------------        ------------------------------     
 Wayne Britt
                  Executive Vice President and
                 Chief Financial Officer

Date:     February 10, 1998        /s/ James G. Ennis                           
-----------------        ------------------------------     
    James G. Ennis
                    Vice President, Controller and
                  Chief Accounting Officer

15      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		1/15/28		8		14
		2/1/10		8		14
		1/15/03		8		14
		12/31/98		10
		2/11/98							SC 13G/A
Filed on:		2/10/98		15
		2/4/98		8		14			8-K
		1/28/98		13		14			8-K
		1/27/98		13					8-K
		1/21/98		8
		1/15/98		8		13			8-K
		1/12/98		12
		1/9/98		7		12			8-K
		1/5/98		13					8-K
For Period End:		12/27/97		1		12
		12/22/97		11
		12/16/97		13					8-K
		9/27/97		6		8			10-K405,  DEF 14A
		12/28/96		6					10-Q
		9/28/96		14					10-K405,  DEF 14A
		7/8/92		14
									List all Filings

5 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
11/14/22  Tyson Foods, Inc.                 10-K       10/01/22  118:20M
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