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Hudson Foods Inc · DEF 14A · For 2/9/96

Filed On 1/3/96 · SEC File 1-09050 · Accession Number 786617-96-1

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 1/03/96  Hudson Foods Inc                  DEF 14A     2/09/96    1:23

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                23    101K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) CEO Compensation Election of Directors Report of Compensation Committee Retirement Plan
1	1st Page
4	Election of Directors
11	Report of Compensation Committee
13	CEO Compensation
17	Retirement Plan

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=============================================================================== 
SCHEDULE 14A INFORMATION          
PROXY STATEMENT PURSUANT TO SECTION 14(a)       
OF THE SECURITIES EXCHANGE ACT OF 1934        

Filed by Registrant [X]                                                         
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[ ]  Preliminary Proxy Statement                                                
[X]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12                

-----------------------------------------------------------------------------   
HUDSON FOODS, INC.          
(Name of Registrant as Specified in its Charter)          
-----------------------------------------------------------------------------   

TOMMY D. REYNOLDS           
(Name of Person(s) Filing Proxy Statement)          

Payment of Filing Fee (check the appropriate box):                              

[X]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).   
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule       
14a-6(i)(3).                                                          
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and         
0-11.                                                                 

  (1)  Title of each class of securities to which transaction applies: N/A
       -------------------------------------------------------------------
(2)  Aggregate number of securities to which transaction applies:  N/A
       -------------------------------------------------------------------
(3)  Per unit price of other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11:*  N/A                   
       -------------------------------------------------------------------
(4)  Proposed maximum aggregate value of transaction:  N/A            
       -------------------------------------------------------------------
*  Set forth the amount on which the filing fee is calculated and state how   
it was determined:                                                      

[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
  paid previously.  Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1)  Amount previously paid:  $0.00                                   
(2)  Form, Schedule or Registration Statement No.:  N/A               
(3)  Filing Party:  N/A                                               
(4)  Date Filed:  N/A                                                 
=============================================================================== 

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HUDSON FOODS, INC.      
1225 HUDSON ROAD      
ROGERS, ARKANSAS 72756      

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS      
FEBRUARY 9, 1996      

To the Stockholders of Hudson Foods, Inc.:                                      

Notice is hereby given that the Annual Meeting of Stockholders of       
Hudson Foods, Inc., a Delaware corporation (the "Company"), will be held        
at the Continuing Education Center, East and Center Streets,                    
Fayetteville, Arkansas, on Friday, February 9, 1996, at 10:00 A.M.,             
local time, for the following purposes:                                         

1.    To elect eight directors to serve for the ensuing year.           

2.    To consider and act upon such other business as may properly      
come before the meeting or any adjournment thereof.         

Record Date                                                                     

Only stockholders of record at the close of business on December 13,    
1995, will be entitled to vote at the Annual Meeting and any adjournment        
thereof.                                                                        

The Company's Proxy Statement and Annual Report are submitted           
herewith.                                                                       

                              By Order of the Board of Directors

                                         TOMMY D. REYNOLDS
                                           Secretary
Rogers, Arkansas                                                                
December 20, 1995                                                               

YOUR VOTE IS IMPORTANT          

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO DATE,           
SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN         
ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM          
MAY BE ASSURED.  THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO         
REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT YOU SHOULD           
ATTEND THE MEETING.                                                             

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HUDSON FOODS, INC.        
1225 HUDSON ROAD        
ROGERS, ARKANSAS 72756        

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS      
FEBRUARY 9, 1996 AND ADJOURNMENTS         

SOLICITATION AND REVOCABILITY OF PROXIES                                        

The enclosed proxy, for use only at the Annual Meeting of               
Stockholders to be held at the Continuing Education Center, East and            
Center Streets, Fayetteville, Arkansas, on Friday, February 9, 1996, at         
10:00 A.M., local time, and any adjournment thereof, is solicited on            
behalf of the Board of Directors of Hudson Foods, Inc. (the "Company").         
Such solicitation is being made primarily by mail, but may also be made         
in person or by telephone or telegraph by officers, directors and               
regular employees of the Company.  All expenses incurred in the                 
solicitation will be borne by the Company.                                      

Any stockholder executing a proxy retains the right to revoke it at     
any time prior to exercise at the Annual Meeting.  A proxy may be               
revoked by giving written notice to Tommy D. Reynolds, Secretary of the         
Company.  A proxy may also be revoked by the execution of a later proxy         
or by voting the shares in person at the Annual Meeting.  If not                
revoked, all shares represented by properly executed proxies will be            
voted.  Where a stockholder has specified a choice with respect to any          
matter to be acted upon at the meeting, such shares will be voted in            
accordance with the stockholder's wishes.                                       

The approximate date this Proxy Statement is first being mailed to      
stockholders is December 28, 1995.                                              

OUTSTANDING STOCK AND VOTING RIGHTS                                             

At the Annual Meeting, each stockholder will be entitled to one vote    
for each share of Class A common stock, $.01 par value ("Class A common         
stock"), and ten votes for each share of Class B common stock, $.01 par         
value ("Class B common stock"), owned of record at the close of business        
on December 13, 1995.  The outstanding stock of the Company as of               
December 13, 1995, totaled 20,470,573 shares of Class A common stock and        
9,602,672 shares of Class B common stock.  Votes may be cast in person          
or by proxy.  The stock transfer books of the Company will not be               
closed.                                                                         

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The enclosed form of proxy provides a method for stockholders to        
withhold authority to vote for any one or more of the director nominees         
while still granting authority to the proxy to vote for the remaining           
nominees.  The names of all nominees are listed on the proxy card.  If          
you wish to grant the proxy authority to vote for all nominees, check           
the box marked "FOR."  If you wish to withhold authority to vote for all        
nominees, check the box marked "WITHHOLD AUTHORITY."  If you wish your          
shares to be voted for some nominees and not for one or more of the             
others, indicate the name(s) of the nominee(s) for whom you are                 
withholding the authority to vote by writing the name(s) of such                
nominee(s) in the space provided on the form of proxy.                          

Although shares represented by proxies containing abstentions or        
indicating broker non-votes will be considered as present at the meeting        
for purposes of determining the presence of a quorum, abstentions and           
broker non-votes will not otherwise be counted on any matters submitted         
to a vote at the meeting.                                                       

ELECTION OF DIRECTORS                                                           

NOMINEES                                                                        

The Company's By-Laws provide that the number of directors              
constituting the Board of Directors shall be not less than three nor            
more than 15, as determined by the Board of Directors.  The Board's size        
is currently set at eight members.                                              

The Company's directors each serve for a term of one year and until     
their successors shall be elected and qualified.  The following slate of        
eight nominees has been chosen by the Board of Directors, and the Board         
recommends that each be elected.                                                

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                                                                · Download Table


Name                     Age                       Experience                   
----------------------  -----  -------------------------------------------------
                                                                                
James T. Hudson          71    Chairman of the Board and Chief Executive Officer
                               of the Company since its organization in February
                               1972.  President of the Company from its         
                               organization until October 1985.  Prior to 1972, 
                               was with Ralston Purina for 26 years, the last   
                               seven as Operating Director of the West Central  
                               Region.  Chairman of the Board of the National   
                               Broiler Council from 1982 to 1984. Past President
                               of the Arkansas Poultry Federation.              

Michael T. Hudson        48    President of the Company since October 1985;     
                               Chief Operating Officer since August  1987.      
                               Prior to joining the Company in 1972, was        
                               employed for two years in the Southeast Region of
                               Ralston Purina's poultry operations.  Since      
                               joining the Company, has served as Vice President
                               -- Sales, Vice President -- Sales and Marketing  
                               and Vice President -- Production.  Director since
                               1972.                                            

Charles B. Jurgensmeyer  52    Chief Financial Officer and Executive Vice       
                               President of the Company.  Prior to joining      
                               Hudson in 1972, was employed in the West Central 
                               Region of Ralston Purina's poultry operations for
                               seven years, primarily in finance and accounting 
                               positions. Has previously served as              
                               Secretary/Treasurer and Controller of the        
                               Company.  Director since July 1985.              

Elmer W. Shannon         74    Began service with the Company in 1972 as        
                               Marketing Manager. Retired as Vice President and 
                               Director of Marketing in April 1984. Subsequently
                               retained by the Company as a consultant. Director
                               since December 1986.                             

Jerry L. Hitt            49    Physician.  Engaged in family practice at Rogers 
                               Medical Center, Rogers, Arkansas since 1971.     
                               Director since November 1989.                    

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                                                                · Download Table

Name                     Age                       Experience                   
----------------------  -----  -------------------------------------------------
                                                                                
Kenneth N. May           65    Consultant.  Vice President -- Research and      
                               Quality Assurance of Holly Farms Foods, Inc. from
                               September 1973 through September 1985; President 
                               and Chief Executive Officer of Holly Farms Foods,
                               Inc. from October 1985 through January 1988; and 
                               Chairman and Chief Executive Officer of Holly    
                               Farms Foods, Inc. from January 1988 through      
                               August 1989. Subsequently retained by the Company
                               as a consultant.  Director since December 1989.  
                               Dr. May also serves as a director of Embrex, Inc.

James R. Hudson          37    Vice President-Director of Transportation since  
                               September 1992. Served as the Company's Director 
                               of Fleet Operations from November 1984 until     
                               August 1992.  Director since November 1992.      
                               Previously served as Director from July 1985     
                               until December 1985.                             

Jane M. Helmich          44    Homemaker.  Director since November 1992.        

Each of the foregoing nominees is currently serving as a director of    
the Company and was elected at the Company's most recent Annual Meeting.        
Each nominee has been employed as described above for at least the past         
five years. James T. Hudson is the father of Michael T. Hudson, James R.        
Hudson and Jane M. Helmich; there are no other family relationships             
among the foregoing nominees.  By reason of his ownership, directly and         
beneficially, of shares of the Company's Class A common stock and Class         
B common stock, James T. Hudson is deemed to be a control person of the         
Company.  None of the companies or organizations listed opposite the            
name of any director above is a parent, subsidiary or affiliate of the          
Company.                                                                        

Unless otherwise designated, the enclosed proxy will be voted for       
the election of the foregoing nominees as directors.  The Board of              
Directors does not contemplate that any of said nominees will be unable         
to stand for election, but should any nominee unexpectedly become               
unavailable for election, the persons named as proxies shall have the           
authority to vote for the election of any other person.                         

MEETINGS AND COMMITTEES                                                         

The Board of Directors held four meetings in fiscal 1995.  Each         
director was present for at least 75 percent of such meetings and the           
meetings held by all committees of the board on which he or she served.         
The Company pays outside directors an annual fee of $10,000 and $500            
plus expenses for each meeting attended.                                        

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The Board maintains a standing Audit Committee; Dr. Hitt is             
currently its sole member.  The Audit Committee is charged with annually        
reviewing transactions between the Company and its corporate officers           
and performing such additional duties as may be required by the rules of        
the New York Stock Exchange or as may be specifically assigned from time        
to time by the Board.  The Audit Committee held two meetings during             
fiscal 1995.                                                                    

The Company has a Compensation Committee whose primary function is      
to establish the Company's compensation policies.  See "Report of               
Compensation Committee" contained herein.  This committee, comprised of         
James T. Hudson (Chairman), Michael T. Hudson and Charles B.                    
Jurgensmeyer, held one meeting during fiscal 1995.                              

The Company does not have a standing nominating committee.  The         
Board nominates persons to stand for election as directors.  The Board          
will consider suggestions for names of possible future nominees made in         
writing by stockholders and sent to the Secretary of the Company so that        
they are received on or before November 1 in any year.                          

PRINCIPAL STOCKHOLDERS                                                          

The following table sets forth, as of December 1, 1995, the             
beneficial ownership of the Company's outstanding Class A common stock          
and Class B common stock by each of the Company's directors, each               
executive officer listed in the Summary Compensation Table, all                 
directors and officers of the Company as a group, and each person other         
than a director known by the Company to be the beneficial owner of more         
than 5 percent of its outstanding Class A common stock or Class B common        
stock.                                                                          

                                                                · Download Table
                                                          CLASS A STOCK/(1)/    
                        --------------------------------------------------------
                                      Number of                   Percent of    
                                    Shares Owned                 Class Owned    
        Name                        Beneficially                 Beneficially   
--------------------------------------------------------------------------------
                                                                                
James T. Hudson                  9,042,028/(2)(3)(8)/                32.2%      
Michael T. Hudson                  789,878/(3)(5)(8)/                 3.7       
Charles B. Jurgensmeyer            736,716/(3)/                       3.6       
Elmer W. Shannon                    47,443/(3)/                        *        
Jerry L. Hitt                       26,175/(3)/                        *        
Kenneth N. May                      28,805/(3)/                        *        
James R. Hudson                    604,500/(3)(6)(8)/                 2.9       
Jane M. Helmich                    655,825/(3)(6)(7)(8)/              3.1       
Donard W. Perkins                   59,351/(3)/                        *        
All directors and officers                                                      
   as a group (12 persons)      11,587,881                           38.4       
--------------------------------------------------------------------------------

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           CLASS B STOCK/(1)/                                                   
-----------------------------------                                             
      Number of     Percent of                                                  
    Shares Owned   Class Owned                                                  
    Beneficially   Beneficially                                                 
-----------------------------------                                             
                                                                                
   9,600,000/(4)/    99.9%                                                      
     750,000          7.8                                                       
       --              --                                                       
       --              --                                                       
       --              --                                                       
       --              --                                                       
     600,000          6.3                                                       
     600,000          6.3                                                       
       --              --                                                       

   9,600,000         99.9                                                       
-----------------------------------                                             

* Less than 1 percent of the outstanding shares of the Company's Class A        
common stock.                                                                   

FOOTNOTES TO PRINCIPAL STOCKHOLDERS' TABLE                                      

/(1)/ Calculated based on 20,470,573 shares of Class A common stock     
outstanding and 9,602,672 shares of Class B common stock outstanding as         
of December 1, 1995.  However, for purposes of computing the beneficial         
ownership of any individual, it was assumed that such individual had            
exercised all options and/or made all conversions by which that                 
individual had the right, within the 60 days following December 1, 1995,        
to acquire shares of Class A common stock.  The group total similarly           
assumes that all directors and officers had exercised their options             
and/or made conversions for shares of Class A common stock.  All amounts        
reflect a three-for-two stock split effected March 27, 1995 for                 
stockholders of record as of February 28, 1995.                                 

/(2)/ James T. Hudson holds 56,028 shares of Class A common stock in    
his own name.  He has rights under revocable proxies to vote 1,330,000          
shares of Class A common stock, which are held in blocks of 650,000 by          
Charles B. Jurgensmeyer and 680,000 by a third party no longer                  
affiliated with the Company.  Mr. Hudson's wife holds 1,500 shares of           
Class A common stock in her own name.  Because of the revocable proxies         
and Mrs. Hudson's stock ownership, Mr. Hudson is considered beneficially        
to own 1,331,500 shares of Class A common stock.  Mr. Hudson has                
disclaimed beneficial ownership of those shares.  Mr. Hudson also holds         
a total of 7,650,000 shares of Class B common stock, which may be               
converted at any time into a like number of shares of Class A common            
stock, and is thus considered to own the shares of Class A common stock         
into which his shares of Class B common stock may be converted.                 

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/(3)/ Includes shares of Class A common stock that the named            
individual may acquire within the next 60 days by exercise of stock             
options, in the following amounts:  James T. Hudson, 4,500; Michael T.          
Hudson, 39,428; Charles B. Jurgensmeyer, 39,428; Elmer W. Shannon,              
6,000; Jerry L. Hitt, 13,500; Kenneth N. May, 6,000; James R. Hudson,           
4,500; Jane M. Helmich, 39,428 (through the exercise of options held by         
her husband, Larry E. Helmich); and Donard W. Perkins, 1,500.                   

/(4)/ James T. Hudson holds 7,650,000 shares of Class B common stock    
in his own name.  In addition, Mr. Hudson has rights under revocable            
proxies to vote another 1,950,000 shares, which are held in blocks of           
600,000 each by James R. Hudson and Jane M. Helmich, and 750,000 shares         
by Michael T. Hudson, and thus is considered a beneficial owner of those        
shares.  James T. Hudson cannot convert those shares of Class B common          
stock to Class A common stock and, therefore, such shares are not               
attributed to him as Class A common stock.  Mr. Hudson has disclaimed           
beneficial ownership of the shares for which he holds revocable proxies.        

/(5)/ Michael T. Hudson holds 450 shares of Class A common stock        
jointly with his children.  In addition, Mr. Hudson holds 750,000 shares        
of Class B common stock, which may be converted at any time into a like         
number of shares of Class A common stock.  Mr. Hudson is thus considered        
beneficially to own the shares of Class A common stock into which his           
shares of Class B common stock may be converted.                                

/(6)/ James R. Hudson and Jane M. Helmich each hold 600,000 shares      
of Class B common stock, which may be converted at any time into a like         
number of shares of Class A common stock.  Mr. Hudson and Ms. Helmich           
are thus considered beneficially to own the shares of Class A common            
stock into which their shares of Class B common stock may be converted.         

/(7)/ Jane M. Helmich holds 450 shares of Class A common stock as       
custodian for a minor child, and Ms. Helmich's husband holds 15,947             
shares of Class A common stock in his own name.  Because of the                 
custodianship and Mr. Helmich's stock ownership, Ms. Helmich is                 
considered beneficially to own 16,397 shares of Class A common stock.           

/(8)/ Such person's address is 1225 Hudson Road, Rogers, Arkansas       
72756.                                                                          

EXECUTIVE OFFICERS                                                              

James T. Hudson, Michael T. Hudson, Charles B. Jurgensmeyer, James      
R. Hudson, Donard W. Perkins, Tommy D. Reynolds, and Norbert E. Woodhams        
currently serve as executive officers of the Company.  The first four           
named individuals also serve as directors, and are described above under        
the caption "Election of Directors."                                            

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Donard W. Perkins, age 64, has served as Vice President-Director of     
the Broiler Division since July 1988.  Prior to joining the Company, he         
was Senior Vice President--Processing, Sales & Marketing for Pilgrim's          
Pride Corporation from 1976 to May 1983; Vice President--General Manager        
of Spring Valley (a division of Lane Poultry) from May 1983 to December         
1986; and Senior Vice President--Processing, Sales & Marketing for              
Cagle's Inc. from December 1986 until his employment with the Company.          

Tommy D. Reynolds, age 42, has served as Secretary and Treasurer        
since October 1992, and previously served as Assistant Secretary and            
Assistant Treasurer beginning in 1986.  He has been employed by the             
Company since May 1979 in various accounting, auditing and finance              
positions.  Mr. Reynolds is a certified public accountant in the state          
of Arkansas.                                                                    

Joe E. Campbell, age 65, served as Vice President--Director of          
Acquisitions from October 1994 until retiring at the end of fiscal 1995,        
and previously served as Director of Foodservice Operations since               
November 1989.  Prior to joining Hudson he was Vice President and Chief         
Operating Officer for Holly Farms Food Service Inc. from 1980 to 1986,          
and President and Chief Executive Officer of Holly Farms Food Service           
Inc. from 1986 until his employment with the Company.                           

Norbert E. Woodhams, age 49, has served as President of the             
Specialty Foods Division since the Division's inception in August 1995,         
and served as President of the Pierre Frozen Foods Division from March          
1994 until August 1995.  Prior to joining the Company, he was Group Vice        
President of Tyson Foods Inc., Red Meat Division, from 1991 to March            
1994 and President and Chief Executive Officer of Henry House, a                
division of Holly Farms, Inc., from 1987 to 1991.                               

EXECUTIVE COMPENSATION                                                          

GENERAL                                                                         

The Company's philosophy is that total compensation programs for its    
Chief Executive Officer and other executives should be established by           
the process used for its other salaried employees, except that a larger         
portion of executive compensation should be tied directly to the                
performance of the business.                                                    

The Company also believes that executive compensation should be         
subject to objective review.  It is for this reason that the                    
Compensation Committee of the Board of Directors (the "Committee") was          
established.  The Committee is comprised of James T. Hudson (Chairman),         
Michael T. Hudson and Charles B. Jurgensmeyer, all executive officers           
and directors of the Company.  Operating within the guidance provided by        
the Board of Directors, the Committee's role is to assure that the              
compensation strategy of the Company is aligned with the interest of the        
stockholders, and the Company's compensation structure will allow for           
fair and reasonable base salary levels and the opportunity for senior           
executives to earn short-term and long-term compensation that reflects          
both Company and individual performance as well as industry practice.           

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The following is a report submitted by the above listed committee       
members in their capacity as the Board's Compensation Committee,                
addressing the Company's compensation policy as it related to the               
Company's Chief Executive Officer and its other executive officers for          
fiscal 1995.                                                                    

REPORT OF COMPENSATION COMMITTEE                                                

COMPENSATION POLICY                                                             

The goal of the Company's executive compensation policy is to ensure    
that an appropriate relationship exists between executive pay and the           
creation of stockholder value, while at the same time motivating and            
retaining key employees.  To achieve this goal, the Company's executive         
compensation policies integrate annual base compensation with bonuses           
based upon corporate performance and individual initiatives and                 
performance.  Base compensation is designed to ensure that the Company          
can attract and retain high caliber executive officers, and reflects the        
Company's assessment of compensation levels generally prevailing                
elsewhere in the market for services of persons performing similar              
duties. Measurement of corporate performance is primarily based on              
Company goals, industry performance levels and comparisons with the             
Company's results in prior years.  Accordingly, in years in which               
performance goals and industry levels are achieved or exceeded, or in           
which the Company's results improve in comparison to the results of             
prior years, executive compensation should be higher than in years in           
which performance is below expectations.  Annual cash compensation,             
together with the payment of incentive and deferred compensation, is            
designed to attract and retain qualified executives and to ensure that          
such executives have a continuing stake in the long-term success of the         
Company.  All executive officers, and management in general, are                
eligible for and do participate in incentive compensation plans.                

In evaluating annual executive compensation, the Committee examines     
the Company's overall performance, focusing particularly on sales               
growth, net margin, return on average stockholders' equity, percentage          
capitalization through long-term debt, and the Company's current ratio.         
These factors are compared with designated Company performance goals,           
prior years' performance and performance of several other publicly-             
traded companies in the industry.  In addition, other factors are taken         
into consideration, such as cost of living increases, competitors'              
performance, as well as the individual executive officer's past                 
performance and potential with the Company.  Bonus compensation is also         
tied to performance goals, some of which are specific to the performance        
of various operating divisions within the Company.                              

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FISCAL 1995 COMPENSATION                                                        

For fiscal 1995, the Company's executive compensation program           
consisted of (i) base salary, adjusted from the prior year, (ii) a bonus        
pool based upon the performance measurements described above, and (iii)         
contributions under the Company's broad-based Employee Stock Purchase           
Plan.  Stock options are granted from time to time to members of                
management, based primarily on such person's potential contribution to          
the Company's growth and profitability.  The Committee feels that               
options and other stock-based performance compensation arrangements are         
an effective incentive for managers to create value for stockholders            
since the value of an option bears a direct relationship to the                 
Company's stock price.  Contributions by the Company to the Employee            
Stock Purchase Plan are fixed as a percentage of employee participant           
contributions.                                                                  

The Company's objective is to obtain a financial performance that       
achieves several goals over time.  Specifically, the Company seeks to           
achieve, over a five-year period, an average compound annual sales              
growth of 15 percent, an average 3 percent return on sales (net margin),        
and an average return on average stockholders' equity of 15 percent.            
Other financial goals are maintaining a current ratio of greater than           
1.35 to 1 and keeping long-term obligations less than 50 percent of             
total capitalization, defined as long-term obligations plus                     
stockholders' equity.  The philosophy underlying these goals is that            
unless targets are set aggressively, they will be too easily met and            
thus not serve to stimulate the performance the Company expects of its          
executives.  Consequently, failure to achieve any one or more targets in        
a given year may, in the Committee's opinion, be more reflective of the         
high standards of achievement set by the Company than other factors.            

During fiscal 1995, the Company achieved sales growth of 15.3           
percent over the prior year, a net margin of 3.0 percent, and a return          
of 13.9 percent on average stockholders' equity.  At year-end, the              
Company's current ratio was 2.55 to 1 and long-term obligations                 
accounted for 29.9 percent of total capitalization.  For the five-year          
period ended with fiscal 1995, the Company achieved an average compound         
annual sales growth of 12.5 percent, an average net margin of 1.7               
percent, and an average return on average stockholders' equity of 9.3           
percent.  Fiscal 1995 performance achieved all but one stated goal for          
the year, while drawing the Company closer to its five-year average             
goals.                                                                          

The performance oriented nature of the Company's compensation           
program is best exemplified by examining the salary paid to James T.            
Hudson, the Company's Chairman and Chief Executive Officer.  See "CEO           
Compensation" below.                                                            

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CEO COMPENSATION                                                                

Mr. James T. Hudson has been Chairman and CEO of the Company since      
its inception in 1972.  Consistent with the other executive officers,           
the structure of Mr. Hudson's compensation package reflects the                 
philosophy of "total compensation and pay for performance" and includes         
components of both short and long term Company performance.  The                
components of Mr. Hudson's compensation package are reviewed annually           
and adjusted to reflect both the Company's overall performance and the          
compensation level perceived by the Committee to prevail among officers         
performing similar duties with other publicly traded companies.                 

Specific performance targets are not fixed and evaluated, but the       
Committee pays special attention to Mr. Hudson's position as Chairman           
and CEO of the Company, the Company's overall performance and the               
strategic decisions of the Company in setting Mr. Hudson's compensation         
package.  The Committee has the discretion to pay an incentive bonus or         
option grant whether or not any specific performance indicators are met.        

CONCLUSION                                                                      

The Committee believes that linking executive compensation to           
corporate performance results in a better alignment of compensation with        
corporate goals and stockholder interest.  As performance goals are met         
or exceeded, resulting in increased value to stockholders, executives           
are rewarded commensurately.  The Committee believes that compensation          
levels during fiscal 1995 adequately reflect the Company's compensation         
goals and policies.                                                             

                      James T. Hudson - Chairman
             Michael T. Hudson
                   Charles B. Jurgensmeyer

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

Each director on the Compensation Committee is also an executive        
officer of the Company.                                                         

The Company has entered into grower contracts involving poultry         
farms owned by certain of its officers and directors.  The contracts            
provide for the placement of Company-owned flocks on the farms during           
the grow-out phase of production.  The contracts are identical to those         
entered into by the Company with non-related parties and are terminable         
at any time by the Company.  The ownership of the farms and the                 
aggregate amounts paid by the Company to members of the Compensation            
Committee under the grower contracts during fiscal 1995 are as follows:         
James T. Hudson (2 farms), $233,000; H&G Farms (50 percent owned by             
James T. Hudson), $198,000; Michael T. Hudson (1 farm), $130,000; and           
Charles B. Jurgensmeyer (1 farm), $62,000.                                      

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During fiscal 1995, James T. Hudson owned and leased aircraft to the    
Company at monthly rates ranging from $80,000 to $90,000 or at the rate         
of $500 per hour of operation.  Each lease provides that the Company            
shall be responsible for operating costs, insurance, maintenance and            
taxes.  The Company's Board of Directors has determined that the                
aircraft lease arrangements are as favorable to the Company as those it         
could otherwise obtain.  Mr. Hudson's total payment from the Company for        
the aircraft leases was $1,708,000 in fiscal 1995.                              

The Company has periodically made cash advances to James T. Hudson.     
Such advances accrue interest at the cost of the Company's short term           
borrowings at month end, plus 0.5 percent.  The largest aggregate amount        
of these advances during fiscal 1995 was $219,000.  At September 30,            
1995, these advances totaled $216,000.  Additionally, the Company               
advances premium payments on a life insurance policy covering Mr.               
Hudson.  These premiums will be repaid from the policy proceeds.  At            
September 30, 1995, such premium payment advances totaled $6,084,000.           

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SUMMARY COMPENSATION TABLE                                                      

The following table sets forth certain summary information              
concerning the compensation paid by the Company to its Chief Executive          
Officer and each of the four most highly compensated executive officers         
other than the Chief Executive Officer (collectively, the "named                
executive officers") during the fiscal years indicated.                         

SUMMARY COMPENSATION TABLE                                                      

                                                                · Download Table

--------------------------------------------------------------------------------
     Name and                  Fiscal                                           
Principal Position              Year                 Annual Compensation        
--------------------------------------------------------------------------------
                                                                    Other Annual
                                              Salary       Bonus    Compensation
                                            ------------------------------------
                                                                                
James T. Hudson                 1995        $500,000   $  700,000      $24,432  
  Chief Executive Officer and   1994         475,000    1,200,000       36,704  
  Chairman of the Board         1993         450,000      400,000       47,184  

Michael T. Hudson               1995         400,000      525,000       24,240  
  President and Chief           1994         350,000      500,000       42,738  
  Operating Officer             1993         325,000      350,000       25,536  

Charles B. Jurgensmeyer         1995         350,000      425,000        7,884  
  Chief Financial Officer and   1994         300,000      400,000        2,610  
  Executive Vice President      1993         275,000      300,000       10,716  

Donard W. Perkins               1995         189,000      325,836          --   
  Vice President - Director     1994         180,000      334,800          --   
  of Broiler Division           1993         170,000      185,640          --   

James R. Hudson                 1995         175,000      250,000        5,688  
  Vice President - Director     1994         168,000      250,000          --   
  of Transportation             1993         160,000      200,000          --   

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 Long-Term          All Other                                                   
Compensation      Compensation/(1)/                                             
-----------------------------------                                             

 Options(#)                                                                     
-----------------------------------                                             
                                                                                
     --              $96,255                                                    
     --               75,204                                                    
  15,000              68,934                                                    

     --                2,100                                                    
     --                1,900                                                    
  15,000               1,740                                                    

     --               40,799                                                    
     --               28,010                                                    
  15,000              19,780                                                    

     --               23,436                                                    
     --               13,725                                                    
   5,000              10,825                                                    

     --                  --                                                     
     --                  --                                                     
  15,000                 --                                                     

/(1)/  Includes the following items of compensation:                            

(a)  Company's contribution to the named individual's deferred    
 compensation account in the following amounts: Charles B.
  Jurgensmeyer, $13,319 (fiscal 1995), $6,000 (fiscal 1994),
    $5,500 (fiscal 1993); and Donard W. Perkins, $10,476 (fiscal
1995), $3,600 (fiscal 1994), $3,400 (fiscal 1993).      

(b)  Dollar value benefit premium payments under split-dollar     
 life insurance policies covering the named individual for
  which the Company will be reimbursed for premiums paid, in
the following amounts:  James T. Hudson, $96,255 (fiscal
    1995), $75,204 (fiscal 1994), $68,934 (fiscal 1993); Michael
T. Hudson, $2,100 (fiscal 1995), $1,900 (fiscal 1994),  
 $1,740 (fiscal 1993); and Charles B. Jurgensmeyer, $5,910
  (fiscal 1995), $5,510 (fiscal 1994), $2,280 (fiscal 1993).

(c)  Company's matching contribution to the named individual      
under the Company's Employee Stock Purchase Plan in the 
    following amounts:  Charles B. Jurgensmeyer, $21,570 (fiscal
1995), $16,500 (fiscal 1994), $12,000 (fiscal 1993); and
  Donard W. Perkins, $12,960  (fiscal 1995), $10,125 (fiscal
1994), $7,425 (fiscal 1993).                            

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COMPENSATION PURSUANT TO PLANS                                                  

RETIREMENT PLAN.  The Company provides a 401(k) Retirement Plan (the    
"Retirement Plan") for the benefit of its employees.  Participation in          
the Retirement Plan is by voluntary employee contributions. Participants        
may contribute up to 15 percent of their gross pay, excluding bonuses,          
to the Retirement Plan.  The Company will match 50 percent of the first         
4 percent of each participant's contribution.  The assets are invested          
under the terms of a trust administered by Wells Fargo Bank of San              
Francisco, California.  The Company made no matching contributions for          
executive officers in fiscal 1995. Contributions for all employees              
(excluding executive officers) were $1,219,000 in fiscal 1995,                  
$1,070,000 in fiscal 1994, and $848,000 in fiscal 1993.                         

EXECUTIVE SALARY DEFERRAL PLAN.  In July of 1992, the Company           
established its Executive Salary Deferral Plan, which is a non-qualified        
deferred compensation arrangement, exempt from certain restrictions             
imposed by the Internal Revenue Code on 401(k) plans.  Participation in         
the Executive Salary Deferral Plan is limited to select management and          
highly compensated employees of the Company. Participants may contribute        
up to 15 percent of their gross pay, including bonuses, to the Executive        
Salary Deferral Plan.  The Company will match 50 percent of the first 4         
percent of each participant's contribution.  Assets are held in                 
individual accounts for each participant and these accounts are held in         
a special trust.  The trust assets will become subject to the claims of         
the Company's general creditors in the event of bankruptcy.  The                
Company's contributions for all executive officers as a group (8                
persons) were $33,000 in fiscal 1995, $19,000 in fiscal 1994, and               
$15,000 in fiscal 1993.  Contributions for all employees (excluding             
executive officers) were $141,000 in fiscal 1995, $79,000 in fiscal             
1994, and $55,000 in fiscal 1993.                                               

SALARY CONTINUATION PLAN.  The Company has entered into agreements      
with 32 past or present key employees providing for the payment of              
specified benefits in the event of the employee's retirement or death.          
Generally, a covered employee (or the employee's beneficiary) is                
entitled to receive a fixed sum annually for the 15 years following the         
employee's retirement or death.  Benefits are not paid for an employee's        
retirement before reaching age 65, unless the Company's Executive               
Committee has approved the early retirement.  In the event that voting          
control of the Company ceases to be held by the Hudson family,                  
termination of a covered employee entitles the employee to receive the          
stated retirement benefits over periods ranging from 15 to 25 years             
beginning on the later of the employee's termination or attainment of           
age 55.                                                                         

The Salary Continuation Plan Agreements provide annual retirement or    
death benefits of $100,000 each for James T. Hudson, Michael T. Hudson,         
Charles B. Jurgensmeyer, James R. Hudson, and Donard W. Perkins.                

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LIFE INSURANCE.  The Company maintains life insurance policies on       
its executives, including a split-dollar policy on James T. Hudson,             
Michael T. Hudson and Charles B. Jurgensmeyer, in which the                     
beneficiaries have been selected by the executives.  Upon the death of          
each of these executive officers, the Company will be reimbursed by the         
policy for the amount of premiums paid by the Company.                          

EMPLOYEE STOCK PURCHASE PLAN.  The Company's Amended and Restated       
1990 Employee Stock Purchase Plan (the "Purchase Plan") allows                  
participating full-time employees to purchase Class A common stock on           
the New York Stock Exchange at market prices.  Purchases are made               
through regular payroll deductions, which may not be less than 1 percent        
nor more than 10 percent of the participant's gross earnings from the           
Company.  The Company will, subject to certain restrictions in the              
Purchase Plan, annually contribute in cash and/or Class A common stock          
up to 15 percent of each participant's aggregate contributions to the           
Purchase Plan during the preceding ten years, except with respect to any        
contributions that have been withdrawn by the participant.  The Company         
pays all administrative costs and brokerage commissions for purchases.          
The Purchase Plan was adopted in July 1990, became effective on the             
first day of fiscal 1991 and was amended in December 1992, to qualify           
for an exemption from the automatic application of Section 16 of the            
Securities Exchange Act.                                                        

Of the approximately 10,300 employees eligible to participate in the    
Purchase Plan, 1,024 were participants as of the last day of fiscal             
1995.  The Company's contributions for all executive officers as a group        
(8 persons) were $56,000 in fiscal 1995, $49,000 in fiscal 1994, and            
$36,000 in fiscal 1993.  The Company's aggregate matching contributions         
for all employees (excluding executive officers) were $538,000 in fiscal        
1995, $366,000 in fiscal 1994, and $254,000 in fiscal 1993.                     

STOCK OPTION PLAN.   The Company's Second Amended and Restated 1985     
Stock Option Plan (the "Option Plan") has reserved 1,800,000 and 450,000        
shares of Class A common stock for issuance under the incentive stock           
option portion and the non-qualified stock option portion, respectively.        
Under the Option Plan, a committee of the Board of Directors may grant          
to "key" employees options to purchase shares of Class A common stock at        
a price which is no less than 100 percent of the fair market value of           
such shares on the date of grant (110 percent in the case of individuals        
holding 10 percent or more of the Company's Class A common stock).              
"Key" employees are determined by the committee, and may include                
directors, executive officers, and other officers and employees of the          
Company and its subsidiaries.  Options must expire no later than the            
tenth anniversary of the date of grant.  Subject to those conditions,           
the exercise price and the duration of options granted are set by the           
committee.  There were no stock options granted by the Company in fiscal        
1995.                                                                           

During fiscal 1995, the Company did not make any awards, other than     
those described above, pursuant to any long-term incentive plans.  The          
Company did not reprice any of its options during fiscal 1995.                  

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The following table sets forth the options exercised, the value         
realized and the fiscal year end value of unexercised options for each          
of the named executive officers.                                                

AGGREGATED OPTION EXERCISES IN FISCAL 1995                                      
AND FISCAL YEAR-END OPTION VALUES/(1)/                                          

                                                                · Download Table

                                                                 Options at     
                                                             Fiscal Year End(#) 
--------------------------------------------------------------------------------
                        Shares Acquired    Value                                
    Name                 on Exercise (#)  Realized  Exercisable    Unexercisable
--------------------------------------------------------------------------------
                                                                                
James T. Hudson             55,928        $748,037      --            9,000/(4)/
Micheal T. Hudson           21,000         292,698   34,928/(2)/      9,000/(2)/
Charles B. Jurgensmeyer     21,000         292,698   34,928/(2)/      9,000/(2)/
Donard W. Perkins           40,928         677,890      --            3,000/(3)/
James R. Hudson              8,700         153,338      --            9,000/(4)/

  Value of Unexercised In-the-Money                                             
    Options at Fiscal Year End/(5)/                                             
------------------------------------                                            

   Exercisable      Unexercisable                                               
------------------------------------                                            
                                                                                
   $   --              $79,515                                                  
    316,590             79,515                                                  
    316,590             79,515                                                  
       --               26,505                                                  
       --               79,515                                                  

/(1)/  Reflects a three-for-two stock split effected March 27, 1995 for         
stockholders of record as of February 28, 1995.                                 

/(2)/  Messrs.  Michael T. Hudson and Charles B. Jurgensmeyer's options         
consist of the following:                                                       

-  21,428 shares granted on April 28, 1988, at $4.667 per share,      
expiring April 28, 1998, of which 21,428 shares are exercisable.
-  22,500 shares granted on October 5, 1992, at $5.04 per share,      
 expiring October 5, 1997, of which 13,500 shares are exercisable.

/(3)/  Mr. Donard W. Perkins' options consist of the following:                 

-  3,000 shares granted on October 5, 1992, at $5.04 per share,       
expiring October 5, 1997, of which no shares are exercisable.   

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/(4)/  Messrs. James T. Hudson and James R. Hudson's options consist of         
the following:                                                                  

-  9,000 shares granted on October 5, 1992, at $5.04 per share,       
expiring October 5, 1997, of which no shares are exercisable.   

/(5)/  Amounts represent the excess of the market value over the                
exercise price as of September 30, 1995.                                        

COMPANY PERFORMANCE                                                             

The following graph presents a five year comparison of cumulative       
total returns for the Company, the Standard & Poor's 500 Stock Index            
("S&P 500") and an index of peer companies selected by the Company (the         
"Peer Group").                                                                  

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS                                
AMONG HUDSON FOODS INC., S & P 500 INDEX, AND PEER GROUP INDEX                  

                                                                · Download Table

                           Hudson                                   
 Measurement Period        Foods         S & P 500       Peer Group 
(Fiscal Year Covered)       Inc.           Index           Index    
--------------------------------------------------------------------
                                                                    
Base Period 9/90          $100.00         $100.00         $100.00   
     9/91                  104.81          131.17          110.70   
     9/92                  108.19          145.66          121.92   
     9/93                  151.64          164.60          154.53   
     9/94                  323.43          170.67          183.45   
     9/95                  297.43          221.43          166.80   

The cumulative total return on investment (change in the year end       
stock price plus reinvested dividends) for each period is based on an           
assumed initial investment of $100 in stock or the composite index at           
the end of fiscal 1990.                                                         

The above graph compares the performance of the Company with that of    
the S&P 500, and the Peer Group with the investment weighted on market          
capitalization.  The Peer Group consists of WLR Foods, Inc., Pilgrim's          
Pride Corporation, Sanderson Farms, Inc., Golden Poultry Company, Inc.          
and Cagle's, Inc.  These companies were approved by the Compensation            
Committee.                                                                      

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CERTAIN TRANSACTIONS                                                            

The Company has entered into grower contracts involving poultry         
farms owned by certain of its officers and directors.  The contracts            
provide for the placement of Company owned flocks on the farms during           
the grow-out phase of production.  The contracts are identical to those         
entered into by the Company with non-related parties and are terminable         
at any time by the Company.  The ownership of the farms and the                 
aggregate amounts paid by the Company under the grower contracts during         
fiscal 1995 are as follows:  James T. Hudson (2 farms), $233,000; H&G           
Farms (50 percent owned by James T. Hudson), $198,000; Michael T. Hudson        
(1 farm), $130,000; Charles B. Jurgensmeyer (1 farm), $62,000; James R.         
Hudson and Larry E. Helmich (1 farm, joint ownership), $93,000; and             
Elmer W. Shannon (1 farm), $87,000.                                             

Larry E. Helmich has been an employee of the Company since 1979.        
For fiscal 1995, Mr. Helmich received salary and bonus totaling                 
$425,000.  Mr. Helmich served as a member of the Board of Directors from        
July 1985 until December 1985, and continues to serve as the General            
Manager of the Noel Complex in Noel, Missouri.  Mr. Helmich is the              
husband of Jane M. Helmich, the son-in-law of James T. Hudson and the           
brother-in-law of Michael T. Hudson and James R. Hudson.                        

James T. Hudson was a party to other certain transactions with the      
Company during fiscal 1995.  See "Executive Compensation Committee              
Interlocks and Insider Participation."                                          

SECTION 16 REQUIREMENTS                                                         

Section 16(a) of the Securities Exchange Act of 1934, as amended,       
requires the Company's directors and officers, and persons who own more         
than 10 percent of a registered class of the Company's equity                   
securities, to file initial reports of ownership and reports of changes         
in ownership with the Securities and Exchange Commission (the "SEC") and        
the New York Stock Exchange.  Such persons are required by SEC                  
regulation to furnish the Company with copies of all Section 16(a) forms        
they file.                                                                      

Based solely on its review of the copies of such forms received by      
it with respect to fiscal 1995, or written representations from certain         
reporting persons, the Company believes that all directors, officers and        
persons who own more than 10 percent of a registered class of the               
Company's equity securities have complied in a timely fashion with their        
reporting obligations under Section 16(a), except that during fiscal            
1995, reports on Form 4 were filed late by Messrs. J.T. Hudson, J.R.            
Hudson, Hitt, Shannon and Ms. Helmich.                                          

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AUDITORS TO BE PRESENT                                                          

The Company employs Coopers & Lybrand L.L.P. of Tulsa, Oklahoma as      
its principal independent public accountants.  A representative of              
Coopers & Lybrand is expected to attend the Annual Meeting and will have        
the opportunity to make a statement.  The representative will also be           
available to respond to appropriate questions.                                  

VOTING PROCEDURES                                                               

Nominees for the Board of Directors of the Company will be elected      
by a plurality of the votes of shares of all classes of common stock            
present in person or represented by proxy at the Annual Meeting.                
Stockholder votes cast by proxy or in person at the Annual Meeting will         
be tabulated by the Company's transfer agent, Chemical Mellon                   
Shareholder Services of Los Angeles, California, and the results will be        
announced by the transfer agent at the Annual Meeting.                          

STOCKHOLDER PROPOSALS                                                           

Proposals of stockholders intended to be presented at the Annual        
Meeting of Stockholders to be held on February 14, 1997 must be received        
by the Company on or before August 23, 1996, in order to be eligible for        
inclusion in the Company's proxy statement and form of proxy.  To be so         
included, a proposal must also comply with all applicable provisions of         
Regulation 14A under the Securities Exchange Act of 1934.                       

The Company's By-Laws require that for business to be properly          
brought before the Annual Meeting by a stockholder, the Company's               
Secretary must receive a written proposal for the consideration of such         
business at least 120 days prior to the scheduled meeting date.  Any            
stockholder who wishes to bring business before an Annual Meeting should        
contact the Company for additional information as to the procedures to          
be followed.                                                                    

OTHER MATTERS                                                                   

So far as now known, there is no business other than that described     
above to be presented to the stockholders for action at the Annual              
Meeting.  Should other business come before the meeting, votes may be           
cast pursuant to proxies in respect to any such business in the best            
judgment of the persons acting under the proxies.                               

STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN,         
DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED,           
WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.            

        By Order of the Board of Directors

         TOMMY D. REYNOLDS
         Secretary
December 20, 1995                                                               

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HUDSON FOODS, INC.              
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR               
ANNUAL MEETING OF STOCKHOLDERS, FEBRUARY 9, 1996                

The undersigned hereby constitute(s) and appoint(s) James T. Hudson     
and Charles B. Jurgensmeyer as Proxies, each with the power to appoint          
his substitute, and hereby authorizes the Proxies, or either of them, to        
represent and vote as designated on the reverse side all of the shares          
of common stock of Hudson Foods, Inc. held of record by the undersigned         
on December 13, 1995, at the Annual Meeting of Stockholders to be held          
on February 9, 1996, and any adjournment thereof.                               

PLEASE SEE REVERSE SIDE               

[Reverse of Proxy Card]               

This proxy, when properly executed, will be voted             Please mark       
in the manner directed herein by the undersigned.            your votes as      
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED            indicated in      
FOR PROPOSALS 1 AND 2.                                      this example [X]    

1.  ELECTION OF DIRECTORS           Nominees:  James T. Hudson; Michael T.      
                                 Hudson; Charles B. Jurgemsmeyer; Elmer W.
  FOR           WITHHOLD       Shannon; Jerry L. Hitt; Kenneth N. May;
all          AUTHORITY       James R. Hudson; and Jane M Helmich. 
Nominees    for all Nominees                                            

[_]             [_]          To withhold authority to vote for any
                                individual Nominee, write that Nominee's
               name on the line below.
                                 _________________________________________

                                   Please mark, sign, date and promptly return
                                 this proxy card in the enclosed envelope.
2.  IN THEIR DISCRETION on any      Please sign exactly as your name(s)         
other matter which may properly     appear(s) on your stock certificate(s).     
come before the meeting,            When shares are held by joint tenants, both 
including any adjournment thereof.  should sign.  When signing as attorney,     
                            executor, administrator, trustee, or
FOR     AGAINST     ABSTAIN       guardian, please give full title as such. 
                             If a corporation, please sign in full
[_]       [_]         [_]         corporate name by President or other      
                              authorized officer.  If a partnership,
                          please sign in partnership name by
          authorized person.

                                   Dated:_______________________________, 1996

                                   ___________________________________________
                                   Signature

                                   ___________________________________________
                                     Signature if held jointly

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	10/5/92	19	20
	2/28/95	8	19
	3/27/95	8	19
	9/30/95	14	20	10-K
	12/1/95	7	8
	12/13/95	2	23
	12/20/95	2	22
	12/28/95	3
Filed On / Filed As Of	1/3/96
For The Period Ended	2/9/96	2	23
	8/23/96	22
	2/14/97	22		DEF 14A, SC 13G/A
	10/5/97	19	20
	4/28/98	19

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Hudson Foods Inc · DEF 14A · For 2/9/96

Filed On 1/3/96 · SEC File 1-09050 · Accession Number 786617-96-1

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents