Filed by Tyson Foods, Inc.
                      Pursuant to Rule 425 under the Securities Act of 1933
                                and deemed filed pursuant to Rule 14a-12(b)
                                           under the Securities Act of 1934
                                                 Subject Company: IBP, inc.
                                                 Commission File No. 1-6085
                                                           January 29, 2001

              Conference call by Tyson dated January 29, 2001

Media Contact:    Ed Nicholson
                  (501) 290-4591

Investor Contact: Louis Gottsponer
                  (501) 290-4826

                                TYSON FOODS
                             January 29, 2001
                              10:00 a.m. CST

Moderator      Ladies and gentlemen, thank you for standing by.  Welcome to
               the Tyson Foods 1st Quarter Report conference call.  At this
               time, all participants are in a listen-only mode.  Later, we
               will be having a question and answer session.  Instructions
               will be given at that time.  As a reminder, this conference
               is being recorded.  I would now like to turn the call over
               to Mr. Louis Gottsponer.  Please go ahead, sir.

L. Gottsponer  Thank you.  Good morning and thank you for joining us today
               for the Tyson Foods 1st Quarter conference call.  With me
               today are John Tyson, Chairman, President and CEO; as well
               as Greg Lee, COO and Steve Hankins, CFO.

               Before we get too far along, let me just remind you that
               some of the things we talk about today may include forward-
               looking statements.  That means those statements are going
               to be based on our view of the world as we know it today and
               that also means that things could change.  So I would
               encourage you to look at today's press release for a
               discussion of the risks that can affect our business.

               Before we get into the financials, I want to make just a few
               comments regarding the IBP accounting issues and our pending
               transaction.  As you know, there were several press releases
               last week and there was one this morning as well stating
               that our waiting period under the Hart-Scott-Rodino Anti
               Trust Law had expired over the weekend without action by the
               federal government.  Let me just say that we continue to
               join IBP in their desire for a prompt resolution of these
               accounting issues and the completion of the Tyson/IBP

               The December 29th SEC comment letter to IBP touches on
               several important issues including cooling treatment for
               their 2000 CBFA acquisition and questions surrounding the $9
               million charge taken in IBP's third quarter related to their
               DFG subsidiary.  As noted in IBP's press release of last
               Friday, they now expect to take an additional pretax charge
               of $47 million related to that subsidiary.

               We learned that the SEC comment letter existed on January
               10th, which was well after the signing of our acquisition
               agreement.  IBP's management has indicated they did not know
               of the letter until that time as well.  IBP communicated
               with us on several occasions concerning the status of their
               DFG subsidiary.

               While on December 29th we were informed of the likelihood of
               an additional one-time charge related to DFG, only last week
               did we learn that the amount of additional charge had now
               reached $47 million.  Also, during IBP's process of
               developing a response to the SEC's comment letter, we were
               made aware of the issues relating to potential restatement
               of prior financial statements and the possibility of
               additional impairment charges for goodwill and other long-
               live assets.  Obviously, we will be patient until these
               accounting issues are resolved and, like IBP, are unsure if
               historical IBP financial statements will need to be restated
               or if further impairment for goodwill and other long-lived
               assets will be required.  Once these matters are fully
               resolved, we will assess their impact, if any, to IBP's
               financial statements in business.

               Having said all of that, we will not be taking questions
               today on any of these issues related to the IBP acquisition.
               The purpose of this call is to talk about Tyson's first
               quarter earnings.

               So now, let's talk about our income statement for the
               quarter.  Let's start with volume.  As we mentioned in the
               press release, total volume was down 4.9% versus last year.
               That decline is primarily due to our international segment,
               which have some sales that normally happen in the first
               quarter but get pushed into the second quarter.  In
               addition, there were some fast food promotions last year
               that were very successful and, therefore, give us a tough
               year-over-year comparison. The good news, from a volume
               perspective, is that pounds of our core products were up
               over 2%, which means the declines in volume came primarily
               in the less desirable commodity products.

               If you turn your attention to sales dollars, you will notice
               they were only down 2%, which might lead you to believe we
               had a big improvement in pricing.  That certainly was not
               the case.  The price for our boneless skinless chicken
               breasts, in particular, continues to be effected by the over
               supply of chicken on the market.  As a matter of fact,
               average market prices for that product were down over 12%
               from the previous year.  The fact that sales dollars are
               down less than volume is really due to the shipped and
               product mix that resulted from selling fewer pounds of leg
               quarters internationally and from our continuing efforts to
               not sell commodity products to our competitors to be further

               The gross margin decline for the quarter and the year are
               primarily due to the effect of the poultry markets we just
               talked about; however, we did experience higher costs for
               soybean meal, which more than offset price declines for
               corn.  In addition, we had higher costs associated with snow
               losses in December, but we'll talk more about that in a few

               Selling expenses were down versus last year as we continue
               to focus on managing our spending in this area.  And G&A
               expenses are up versus last year, but flat versus the
               previous quarter.  That increase versus last year is due
               primarily to reserves for legal expenses related to ongoing
               employee practice matters.  We've discussed those in
               previous quarterly reports and I don't expect the updates of
               those matters in the next 10-Q to be materially different
               from what we've said in the past.

               This brings us finally to earnings per share, which we
               reported at $0.12.  Keep in mind that the snow losses I
               talked about earlier cost us approximately one cent per
               share during the quarter.  So excluding those snow losses,
               we would have made $0.13 for the quarter.

               I think that takes care of the income statement, so with
               that I'll turn it over to our CFO Steve Hankins.

S. Hankins     Thank you, Louis.  Good morning.  Some basic financial
               information that we cover, cash flow from operations for the
               quarter was $123 million, down from $205 million a year ago.
               Of course earnings were down and also a growth in inventory
               related to the inventory sales situation that Louis referred

               Our total debt at $1.465 billion, down from the previous
               year.  Average debt was down from the previous year by $283
               million and our average debt was down from the fourth
               quarter of 2000 by $66 million.  That brings our debt to
               capital ratio to 40.2%.

               Our average borrowing costs were up versus last year at
               7.18% versus 6.72% the previous year.  Of course short-term
               rates are higher.  We were down, however, from the fourth
               quarter and that was due to the payments late in the fourth
               quarter and early in the first quarter of some expensive
               long-term debt.

               Our capital expenditures for the quarter were $47 million,
               basically flat to last year.  Our average tax rate, which we
               mentioned this time in our press release, was 34.8%.

               As we announced last time, in accordance with Regulation FD,
               we've added a business outlook to our conference call.  In
               this outlook we provide guidance related to questions that
               have typically been asked for certain forward-looking
               financial information and these statements are based on our
               current expectations.  They are forward-looking and actual
               results may differ materially.  These statements do not
               include the potential impact of any mergers, acquisitions or
               other business combinations, or other extraordinary events
               that may occur in the future, and specifically these
               statements today relate to existing Tyson business and do
               not include any consideration of the impending combination
               with IBP.  And as a reminder, towards the end of each
               physical quarter we will continue to have a quiet period and

               we will not comment concerning our outlook on Tyson's
               financial results or expectations.  The quiet period will
               extend from the last day of the quarter until the day when
               Tyson's next quarterly earnings release is published.  And
               for the second quarter of fiscal 2001, the quiet period will
               begin on March 31st.

               Now prior to the start of the quiet period, the public can
               continue to rely on the outlook as being Tyson's current
               expectations unless we issue a press release that states
               otherwise.  We will continue our current practice of meeting
               privately during the quarter with investors, the media,
               analysts and others, and at these meetings Tyson's may
               reiterate our outlook as presented in the conference call or
               as amended by later press releases.

               In our outlook today we will focus specifically on the
               second quarter of fiscal 2001, unless indicated otherwise.
               We will not be presenting an outlook for the third or fourth
               quarters of fiscal 2001, and for the following reasons.  The
               visibility into the grain markets beyond planting season and
               into those markets that are strongly influenced by the
               weather in the spring and summer is very difficult.  Also,
               it continues to be unclear when the industry over supply
               situation and the related market effect will be resolved.

               So on to our specific outlook.  The Company expects both
               revenues and volumes to be essentially flat for the second
               quarter of 2001 as compared to the second quarter of 2000.
               We expect gross margin for the second quarter to be in the
               range of 13-14%.  SG&A expenses for the fiscal year 2001
               continue to be expected to be approximately 10% each

               We expect interest, foreign exchange and other charges for
               the second quarter to be in the range of $25-26 million.
               Our tax rate for fiscal 2001 is expected to be approximately

               Capital spending for the year fiscal 2001 is expected to be
               in the range of $230-250 million.  Depreciation is expected
               to be approximately $260 million for the year.  Amortization
               of goodwill is expected to be approximately $35 million for
               the year.

               Our earnings per share for the second quarter of fiscal 2001
               is expected to be in the range of $0.06 to $0.10 per share.
               You will note, this is a reduction from the outlook
               previously given in the November 13, 2000 conference call.
               So the new outlook is $0.06 to $0.10 per share.

               And as Louis noted, the weather affected the first quarter
               approximately one cent per share.  We expect the carry over
               affect into the second quarter of the weather to be between
               one and two cents a share.  Additionally, our current
               outlook for leg quarter pricing and breast markets is
               slightly lower than that that was factored into our previous

               Our outlook for grain markets is also slightly more
               pessimistic than that in the previous outlook.  So again,
               our outlook for the second quarter specifically at fiscal
               2001 is $0.06 to $0.10 per share.

               With that, I will pass it over to Greg Lee, our Chief
               Operating Officer.

G. Lee         Good morning.  Top line sales for the quarter continued to
               be influenced by our cutback in bird production.  Sales of
               core finished goods grew just over 2% in total tonnage.
               This was led by our Consumers Product group with a 5+%
               increase in tonnage and our Food Service group with a 2.75%
               increase in tonnage of core finished goods for the quarter.
               International sales experience a 16% decline in tonnage
               sales for the quarter versus the same quarter last year.
               Reduced volume sales of low unit value leg quarters as a
               percent of our total sales mix and higher sales prices for
               the leg quarters that were sold combined to contribute to
               averaging up our sales prices for all chicken during the

               The reduced sales of commodity chicken domestically
               resulting from both our cut backs and our shift of
               commodities to core value added finished goods also
               contributed to our coming in with a 2% decline in dollar
               sales against a 4.9% reduction in overall volume.

               Our international sales were negatively impacted by the
               timing of sales between the first quarter and our second
               quarter as well as by the severe weather that slowed
               movement of product to port, the loading and shipment of
               product at the port and the production of product at Tyson
               locations.  It is fully expected that increased
               international sales volume in the second quarter will bring
               our total sales for the first six months back in line and
               bring our frozen inventory back to targeted levels.

               It is important to note that leg quarter values have been on
               the decline through the last two months with current prices
               approximately $0.08 per pound lower than the average for
               quarter one.  Breast meat commodity market prices continue
               to be pressured by an over supply of chicken throughout the
               quarter and, as Louis indicated, tracked some 12% lower than
               the same quarter last year.  This situation not only
               continues to adversely affect the average sales prices and
               margins of many of our core value added products, but also
               serves to obscure much of the benefits of our focused shift
               to value added products targeted to reduce the amount of raw
               material we've been selling to non-integrated further
               processors.  Our volumes in these products continue to grow
               and, I'm happy to report, that the selling prices are
               finally beginning to move up, particularly in the last two
               weeks.  We hope that's a sign for the future.

               Industry egg sets for the last seven weeks have averaged
               down 1.5% from the same time period last year.  Ice and
               snowstorms that occurred in the south central US in late
               December and again in early January negatively influenced
               this average.  We expect the chicken numbers to be lower for
               an eight week period by about 1.5% and then likely to return
               to approximately flat with last year's production through
               June.  While Tyson remains cutback in production, we are
               anxious to move back towards full production as market
               conditions allow.

               While aggressive to do better, we are encouraged with volume
               growth and sales mix improvement across our divisions.  Our
               Consumer Product groups show growth in Tyson fresh
               prepackaged chicken, in individually frozen chicken parts
               and in our industry-leading frozen value added boxed and
               bagged product lines.  This growth, coupled with the growth
               in food service sales of frozen value added and refrigerated
               value added products, have allowed us to begin installation
               of two new, fully cooked oven systems with two more on the
               way, six new automated cut up systems for expanded fresh
               volume and new packaging equipment for fresh, prepackaged
               chicken and the start of an additional deboning location for
               our food service group.  Energy costs, fuel and snow losses,
               coupled with the tough markets, related to the over supply
               of chicken, are effecting near-term results, but we remain
               confident that our business is rounding into shape to
               capitalize on improving market conditions.

               In closing, let me comment on our strategic initiatives.
               Our purchasing programs have identified and put into place
               purchasing programs that will save us some $40 million on an
               annualized basis.  We plan to see that move to near $100
               million annualized by the end of calendar 2001.  Our center
               of operational excellence continues to work across all of
               our operations to identify and implement best practices, and
               through its research capabilities improve our costs, our
               productivity and our quality.  Year to date, we have
               implemented programs in 15 plants with potential savings of
               $10 million annually.  In addition, we have trained 125
               management team members in best practices management
               techniques in several key areas of operation, such as
               marination, oven control management, and sanitation.

               Thank you.  John?

J. Tyson       Greg, Steve and Louis, I thank you.  A lot of the
               information that our friends out there need to hear has been
               shared with from these guys.  I think I'll summarize it very
               quickly and then we'll get on to Q&A.

               Our folks have been making tough decisions in a tough
               environment that has lasted for an extended length of time.
               We all have been around and watched the poultry industry for
               a period of time and the toughness in this industry, it's
               the longest I can remember since 1982.  But I think the
               thing that I notice about our folks is that we are managing

               the things that we can control, we're making progress and
               changing our product mix, we're making progress in reducing
               our cost, and that's what you asked us to do.  Then we have
               to deal the best we can with things that are out of our
               control, such as snowstorms.  The snowstorm will probably
               have as big an impact on our business as anything this year
               on a go forward basis.

               Our game plan is making progress, and sometimes when you put
               a game plan in place, there's a tendency to question whether
               your game plan's working.  Our game plan's working, it's
               making progress and we still stay with it as a move on into

               I want to thank all our friends out there today for
               listening and we'll turn it over now for Q&A.

Moderator      Thank you. Our first question comes from George Dahlman with
               US Bancorp/Piper Jaffrey.

G. Dahlman     Good morning.  You indicated you have a outlook for higher
               feed costs at this point as you move into the second
               quarter.  We're seeing lower feed costs at the moment
               because of the concerns over the mad cow disease.  How is
               your thinking coming about with this one?

G. Lee         George, let me comment about that briefly.  Yes, you're
               exactly right, we are seeing in the near-term we've seen
               some improvement in pricing; however, we still believe that
               by the time you aggregate all purchases and opportunity for
               the entire quarter that we'll still be impacted.  But we are
               encouraged by the improvement in near-term pricing.

Moderator      Next question is from Jeffrey Kanter from Prudential

J. Kanter      Just a clarification.  You said that overall volumes were
               down 4.9%, but when you just look at the core products it
               was up 2%, with consumer products volume up about 5% and
               food service up around 2.75%.  Do I have those numbers

G. Lee         That is correct, Jeff.

J. Kanter      Okay.  I realize that you don't want to make any comments
               with respect to IBP, but clearly the investment community is
               making all sorts of comments and we read comments that have
               been said between yourselves and IBP.  Clearly, sitting here
               in New York, it's clearly evident that you wanted IBP badly
               enough to be willing to give management $70 million if you
               didn't get SHR clearance, and we know about all the merits
               of the deal, but what we're trying to figure out is, has
               that changed?  You talk about making tough decisions and
               managing things you can control.  Clearly, you can't control
               mad cow disease.  Can you mention anything about this,
               because the market's assuming that you're having second
               thoughts about doing this thing and paying $70 million is a

               lot greater than dealing with $49 million.  We're just
               trying to figure it all out.

L. Gottsponer  Like I said at the beginning, we're really hear today to
               talk about Tyson and the existing business and our outlook
               for the chicken business, so we won't be taking questions on
               IBP today.  But if you've got some additional questions
               about our business, we'd be happy to take them.

J. Kanter      Given your guidance of third quarter being down, maybe we'll
               have to wait for CAGNY, but will full year estimates
               potentially be flat?  I mean, can you give us any indication

S. Hankins     This is Steve.  Second quarter is what we specifically gave
               you for.

J. Kanter      Yes.

S. Hankins     .we're not going to have any comment on the third and fourth
               quarter at this time.

J. Kanter      Okay, we'll just wait. Thank you.

Moderator      Our next question is from Christine McCracken from Midwest

C. McCracken   Good morning.  So it looks like chicken markets are starting
               to see some improvement here.

J. Tyson       We hope so.

C. McCracken   Wondering if you could comment, your earlier statement you
               had quoted or said that you essentially are starting to ramp
               up production again despite the fact that we haven't seen a
               noticeable improvement in pricing yet.  I'm wondering, is
               this to gain back to the market share that it appears that
               you lost last year?  Why would you go ahead and start
               ramping up production without seeing a noticeable
               improvement in pricing?

G. Lee         Christine, I didn't say we were ramping up production of
               total chicken, what I said was that we were ramping up
               production of the value added side and continuing to put
               pressure internally even to move our products up the value
               chain.  But we're not interested in moving up total
               production of head of chicken until we see some strong
               signals from the marketplace that there's a need for more

C. McCracken   So you're going to continue to keep your cut backs in place,
               expected down 3% for the year or so?

G. Lee         We're going to be watching it very closely to see how market
               conditions develop.

J. Tyson       I think one of the things if you look inside our capital
               expenditures where we're spending our money, and we're
               spending our money on adding new ovens into our production
               mix, we're adding some new capacity for some new products,
               and back to what Greg's point is, our time and effort is on
               moving up the value chain those commodity products that we
               inherited from some past acquisitions back in '95, '97 and
               '98.  I think you all have seen us step in and eliminate the
               number seven poultry company.  We've taken some production
               out of the commodity base and that's why I'll come back to
               our statement - our game plan is making progress and we're
               going to stay with it.

C. McCracken   What about international, obviously, you've started to see a
               seasonal weakness there that's pretty much expected?  I'm
               wondering, is this something that's more significant?  Is it
               just the drop in leg quarter prices that you've seen or is
               this normal, seasonal weakness?

G. Lee         I think we're confident that our markets in the first
               quarter or the total volume that we sold was in fact
               impacted by some one-time circumstances, some timing and
               sales and then that was aggravated by the weather
               conditions.  But we have every confidence that if you take
               the combined total tonnage that we're going to sell over the
               first six months of our fiscal year that it will return to
               normalcy. Yes, there has been a decline in the leg quarter
               markets during this timeframe, the average price for first
               quarter for international movement versus what we're
               experiencing now, there's a pretty significant change.  As a
               matter of fact, I mentioned an $0.08 per pound decline. But
               as far as volume, we continue to see our opportunities be
               good.  We've lost some value in price.

C. McCracken   So you're not seeing really any ramp up in competitive
               action from Brazil?  I've been reading a lot lately that
               they have stepped up their exports.  Are you seeing any
               impact from the BSE crisis and maybe expanding the demand
               for chicken in those markets?

G. Lee         I think that if there was an impact of BSE at all, it's
               probably an overall greater demand for chicken, but there's
               no question that Brazil is an aggressive competitor, but we
               feel like we can certainly hold our own.

C. McCracken   One final question.  We've seen a huge spike now lately in
               chicken wing prices. Is this indicative of an improvement in
               food service?  Is that anything that might have some
               beneficial impact, say year-over-year?

G. Lee         The answer there is that there is some fast food activity in
               wings that's going on and then the wing season continues to
               stretch where there's the Super Bowl, we're now moving into
               March Madness we continue to see more utilization of wings
               for a longer time period, during the season more pressure on
               wings.  You're right, the market for wings has moved up and
               it is primarily driven by food service, but not exclusively

               because the demand for value added wing products in consumer
               products is good as well.

J. Tyson       Christine, I think the other thing is you've seen some fast
               food promotions start at the first of the calendar year this
               year that didn't exist in the last 12 months.  You had one
               chain that ran a promotion that's just wrapping up and
               you've got another chain that's starting another promotion
               right now, the advertising's breaking.  That's something
               that the poultry industry has missed in the last 12 months
               are aggressive promotions, and so we look forward to that
               because we can handle it.

Moderator      Our next question is from Leonard Teitelbaum with Merrill

L. Teitelbaum  Good morning.  I just want to ask a couple of questions
               here.  As I get it, what we're seeing here is a mix change,
               moving product into the value added stream and away from the
               commodities that's causing us some volume decline but not
               necessarily, so I guess what I'm trying to say is that that
               have, I know we're going to have somewhat of a hit to our
               margins because our fixed costs are going to be spread over
               lower tonnage, but I guess I was a little surprised to see
               the margins or the income come down like it has.  That's the
               first thing.

               And Steve, what's in the "other" category that changed for
               over $20 million this quarter?

S. Hankins     In "other" we have our prepared foods group, our specialty
               foods group and we have ..  All three of those businesses
               were up during the quarter.  Also, within that "other"
               category we deal with corporate adjustments that apply to
               segments in general, that apply to those levels of the
               income statements, and we saw a change in those year-over-
               year that was favorable.  So it's all those dynamics working

 L. Teitelbaum I guess I was just surprised to see how big the number was.

S. Hankins     When you look at the number in comparison to the last few
               quarters, instead of year-over-year, you'll see the number
               has been fairly consistent.

L. Teitelbaum  Then I'll go back and check that.

G. Lee         Lenny, just a real quick comment on the first part of your
               question, if I understood it correct, is you were just
               trying to understand the relationship of moving towards more
               value added and the fact that we weren't seeing a dramatic
               improvement in margin associated with that, is that true?

L. Teitelbaum  Correct.

G. Lee         Well, we're seeing the same thing and I guess the bottom
               line is is it's because it's very competitive to move that
               volume up and we're aggressive to do it.  We're not
               experiencing the top line price that we'd like to.  That is,
               I think, largely a result of the still dramatically reduced
               market prices.  The declines that we've experienced in leg
               quarters, the decline that we've experienced in the breast
               prices and just the overall supply of meat is making it
               difficult to get full value out of it. We will get it and it
               is improving.

L. Teitelbaum  If I look at this, clearly we paid a lot for the Tyson name.
               I've mentioned this a couple of times before, it just seems
               that companies with certainly less of a quality image then
               we have seem to be more formidable competitors as we begin
               to move up this value chain.  I can understand it when we
               had the commodity stuff locked in there and there's some
               stuff that we got with the Hudson Foods deal, but I gather,
               which I think is probably bigger then anybody would like to
               admit to, but my concern only is that are we getting full
               value for the Tyson name?  And if not, why not?  I mean,
               who's going to go out to beat our time on this?

G. Lee         Let's say this, the premium's for the value added products
               are improving.  We don't have the job done as far as moving
               our volume to the extent that we need to.  And in the
               categories where we're in a commanding branded position, we
               do enjoy a premium in those markets, but we still suffer
               from the cost implications that we discussed earlier as far
               as realizing full value for it.  But the program is sound
               and as market conditions improve, we're going to be in a
               very, very good position to take advantage of it.

L. Teitelbaum  I know Steve did not want to talk about the second half, but
               let me just ask this.  From industry conditions that you
               see, Christine talked about it, you talked about it here, we
               did $0.53 last year in the second half, if my numbers are
               right.  Are the industry conditions improved to the point
               that, at least from an industry perspective, they're doing
               significantly better than that?  Again, I want to talk about
               from an industry perspective, is that in the cards or not

G. Lee         In the cards is a pretty broad statement.  So yes, I'd say
               it's probably "in the cards."

S. Hankins     That is pretty broad, Lenny, but we're going to stick with
               not commenting on the third and fourth quarter at this

L. Teitelbaum  I can appreciate you not wanting to talk about the IBP
               situation for I'm sure real and obvious reasons, but in all
               fairness, this was probably a watershed event for the
               company and why wouldn't we come away with the feeling that,
               John, while we'd like it, we don't want it at any price and
               we'll take it, but there's got to be some tinkering here.
               Why wouldn't that be a logical conclusion?

L. Gottsponer  Lenny, like you said, we're not prepared to take questions
               at this time on IBP, but if you've got some more on Tyson,
               we're happy to entertain those.

L. Teitelbaum  I thought I'd give it a shot, Louis.  Somebody else can step
               up to the plate here.

Moderator      We have a follow up from Christine McCracken.

C. McCracken   Just a quick question on your pork business.  I realize it's
               a relatively small piece of the pie for Tyson, but thought
               it's worth mentioning given I guess sequential declines in
               that business.  It's looking now at something like break-
               even margins, I think, in that piece of the business and I
               realize there's a few things that you've been doing to kind
               of offset potential impact from that piece of the business.
               Can you discuss what you're doing differently now versus
               historically in trying to reduce the losses in that

J. Tyson       There's two components on that.  One is we have our feeder
               pig program, which is not as subject to the market as much.
               And then our contract with Cargill is basically a production-
               based performance contract, which means we don't get all the
               highs, but at the same time we don't get all the lows on the
               market.  And as long as the unit has good production
               numbers, we're going to be able to hold our money together
               there in the live swine deal.

C. McCracken   Is there anything that you had to do to satisfy DOJ concerns
               regarding that business?  Is there any change in that?

J. Tyson       I think that question can be answered by the fact that we
               didn't get a second request and we cleared Hart-Scott over
               the weekend.

C. McCracken   Thank you.

Moderator      We have a question from John McMillin with Prudential

J. McMillin    Just in terms of the company's focus long-term on chicken, I
               guess before the IBP deal that you won't talk about, for
               understandable reasons, there was kind of a hope to expand
               your chicken business more globally.  Is that kind of out
               the window now?

J. Tyson       No, that's not.  As we stated when were out on our road show
               is that one of the key decisions we had to make was whether
               this opportunity would impact our ability to grow and expand
               our chicken industry.  That question still exists and we're
               out there looking aggressively now.  Our poultry industry is
               in some tough times here in the United States. I can tell
               you that I had been getting a few calls from folks about,
               hey, I'm tired.  And we've had to tell them that based on
               their location and the strategic fit for our company that
               those particular operations don't match well for us. We are

               still spending $10 million to get into fully cooked products
               down in Mexico, we're looking at some potential acquisitions
               in Mexico right now as we speak.  We still spend time
               developing our Brazil opportunity.  Our Panama deal comes up
               on stream in March.  We've got some knowledge in China and
               we're getting ready to take the one line that we've been
               working on there and get it into full production while we
               start to look for a second location for doing value added
               product in China.

Moderator      Our next question is from David Nelson from Credit Suisse
               First Boston.

D. Nelson      On the chicken markets, wouldn't it be better if they just
               stayed bad for a while and got out some of the more
               irrational players?  I'm sitting here thinking that I'd
               rather see things bad for a while then get better.

J. Tyson       Well, the question is, how do you want to take your
               medicine?  Do you want to take it quick and in large doses
               or do you want to take small doses over a period of time,
               and it's an interesting dynamic within our industry.  I
               think some folks got some false hope when commodity prices
               spiked there in September and October, when Tyson Foods was
               making its change in its market mix we saw those changes
               happen and then the commodity markets adjusted again.   Our
               game plan's working and as we've stated, our core mix is up,
               our consumer products is up, our food service core mix is
               up, and I think some folks got some artificial hope there in
               September and October that's not come to pass.  It will be
               interesting to see what happens on a go forward basis.

               The industry with this snowstorm has been impacted to a
               degree with some production efficiencies.  You get that much
               weather, not only in Arkansas but it went to Mississippi and
               on into Alabama, that will put some cost pressures on our
               competitors and from there we'll just see what decisions
               those individuals make.  But from a Tyson Foods perspective,
               it's all about us moving up the value chain and moving our
               commodity product over that line and driving some money home
               to the bottom line.  And as stated earlier, our game plan's
               making progress.  I wish it would come quicker, too, but
               we'll stay with it and it will be okay.

G. Lee         I think one thing to think about, though, is we're sitting
               here talking about potentially seeing some improvement in
               the markets, but we do need to kind of keep this in
               perspective. We've seen the breast meat, bulk breast meat
               quote move off a low of around $1.15 with some discounting
               going on behind that to $1.35.  But by the same token, leg
               quarters have gone down $0.08 a pound.  By the time you look
               at that on a whole bird return basis, you've lost ground.
               So it's still a difficult circumstance.

D. Nelson      I guess I'd like to see you keep the pressure on and wipe
               some of these irrational players out for good.

G. Lee         Well I can appreciate your position.

D. Nelson      Good luck.

Moderator      Due to time constraints, I will turn the call back over to
               the presenters for any closing comments.

J. Tyson       I'd just like to say thank you for everybody joining us
               today.  We will keep you informed about our poultry business
               and we look forward to keeping you informed about all the
               other issues on the table. So everybody, have a good week.

Moderator      Ladies and gentlemen, this conference will be available for
               replay starting today, January 29th, at 2:00 p.m. Central
               Time and it will last until February 28th at midnight.  You
               may access the AT&T Executive Play Back Service at any time
               by dialing 1-800-475-6701.  If you're calling
               internationally, please dial 320-365-3844.  The access code
               is 565006.

               That does conclude your conference for today. We do thank
               you for your participation and you may now disconnect.

About Tyson Foods, Inc.

Tyson Foods, Inc., headquartered in Springdale, Ark., is the world's
largest fully integrated producer, processor and marketer of chicken and
chicken-based convenience foods, with 68,000 team members and 7,400
contract growers in 100 communities. Tyson has operations in 18 states and
15 countries and exports to 73 countries worldwide. Tyson is the recognized
market leader in almost every retail and foodservice market it serves.
Through its Cobb-Vantress subsidiary, Tyson is also a leading chicken
breeding stock supplier. In addition, Tyson is the nation's second largest
maker of corn and flour tortillas under the Mexican Original(R) brand, as
well as a leading provider of live swine.

About IBP, inc.

Headquartered in Dakota Dunes, South Dakota, IBP has more than 60
production sites in North America, joint venture operations in China,
Ireland and Russia and sales offices throughout the world. The company,
which generated sales of $14.1 billion in 1999, employs 49,000 people. IBP
has four business segments: the IBP Fresh Meats Company, Foodbrands
America, Inc., the Consumer Branded Products Group and the IBP
International Sales Company.

Forward Looking Statements.

Certain statements contained in this communication are "forward-looking
statements", such as statements relating to future events and the proposed
Tyson acquisition of IBP.  These forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results to
differ materially from historical experience or from future results
expressed or implied by such forward-looking statements. Among the factors
that may cause actual results to differ materially from those expressed in,
or implied by, the statements are the following: (i) the risk that Tyson
and IBP will not successfully integrate their combined operations; (ii) the
risk that Tyson and IBP will not realize estimated synergies; (iii) unknown
costs relating to the proposed transaction; (iv) risks associated with the
availability and costs of financing, including cost increases due to rising
interest rates; (v) fluctuations in the cost and availability of raw
materials, such as feed grain costs; (vi) changes in the availability and
relative costs of labor and contract growers; (vii)market conditions for
finished products, including the supply and pricing of alternative proteins;
(viii) effectiveness of advertising and marketing programs; (ix) changes in
regulations and laws, including changes in accounting standards,
environmental laws, and occupational, health and safety laws; (x) access to
foreign markets together with foreign economic conditions, including currency
fluctuations; (xi) the effect of, or changes in, general economic conditions;
and (xii) adverse results from on-going litigation. Tyson undertakes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.


SECRETARY (501) 290- 4000.

Tyson and certain other persons named below may be deemed to be
participants in the solicitation of proxies. The participants in this
solicitation may include the directors and executive officers of Tyson. A
detailed list of the names of Tyson's directors and officers is contained
in Tyson's proxy statement for its 2001 annual meeting, which may be
obtained without charge at the SEC's Internet site ( or
by directing a request to Tyson at the address provided above.

As of the date of this communication, none of the foregoing participants,
individually beneficially owns in excess of 5% of IBP's common stock.
Except as disclosed above and in Tyson's proxy statement for its 2001
annual meeting and other documents filed with the SEC, to the knowledge of
Tyson, none of the directors or executive officers of Tyson has any
material interest, direct or indirect, by security holdings or otherwise,
in Tyson or IBP.
This communication is not an offer to purchase shares of IBP, nor is it an
offer to sell shares of Tyson Class A common stock which may be issued in
any proposed merger with IBP or exchange offer for IBP shares. Any issuance
of Tyson Class A common stock in any proposed merger with IBP or exchange
offer for IBP shares would have to be registered under the Securities Act
of 1933, as amended, and such Tyson stock would be offered only by means of
a prospectus complying with the Act.