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

                                 ---------------

                                   SCHEDULE TO
                                 (RULE 14d-100)
       Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
                       the Securities Exchange Act of 1934

                               (AMENDMENT NO. 19)

                                    IBP, INC.
                            (Name of Subject Company)

                          LASSO ACQUISITION CORPORATION
                                TYSON FOODS, INC.
                        (Name of Filing Persons-Offeror)

                     COMMON STOCK, PAR VALUE $0.05 PER SHARE
                         (Title of Class of Securities)

                                 ---------------

                                    449223106
                      (Cusip Number of Class of Securities)

                                   LES BALEDGE
                                TYSON FOODS, INC.
                             2210 West Oaklawn Drive
                           Springdale, Arkansas 72762
                            Telephone: (501) 290-4000

   (Name, Address and Telephone Number of Person Authorized to Receive
     Notices and Communications on Behalf of Filing Persons)
                                   Copies to:
                                 Mel M. Immergut
                                Lawrence Lederman
                       Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                            Telephone: (212) 530-5732

                           CALCULATION OF FILING FEE

        Transaction                                Amount of
         valuation*                               filing fee
     -----------------                        -----------------
      $1,570,612,320                             $314,122.47

*    Estimated for purposes of calculating the amount of the filing fee
only.






The amount assumes the purchase of a total of 52,353,744 shares of the
outstanding common stock, par value $0.05 per share, of IBP, inc., at a
price per Share of $30.00 in cash. Such number of Shares, together with the
574,200 shares owned by Tyson Foods, Inc., represents approximately 50.1%
of the 105,644,598 Shares of IBP, inc. outstanding as of December 28, 2000
(as represented by IBP, inc. in the Agreement and Plan of Merger, dated
January 1, 2001, by and between Tyson Foods, Inc., Lasso Acquisition
Corporation, and IBP, inc.).

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

Amount Previously Paid: 314,122.47    Filing Party:  Tyson Foods, Inc.
                                      (Offeror Parent) and Lasso
                                      Acquisition Corporation Form or
                                      Registration No.: Schedule TO
                                      Date Filed: December 12, 2000,
                                                  December 29, 2000 and
                                                  January 2, 2001
[_]  Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:
[_]  third-party tender offer subject to Rule 14d-1.
[_]  issuer tender offer subject to Rule 13e-4.
[_]  going-private transaction subject to Rule 13e-3.
[_]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]

AMENDMENT NO. 19 TO TENDER OFFER STATEMENT

     This Amendment No. 19 to the Tender Offer Statement on Schedule TO as
the same may have been amended from time to time (as amended hereby, the
"Schedule TO") relates to the offer by Lasso Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Tyson
Foods, Inc. ("Tyson") to purchase the number of outstanding shares of
common stock, par value $0.05 per share (the "Shares"), of IBP, inc., a
Delaware corporation ("Company"), which, together with the Shares owned by
Tyson, constitutes 50.1% of the outstanding Shares at $30.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set
forth in the Supplement No. 1 to the Offer to Purchase, dated January 5,
2001 (as amended, the "Supplement Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). On February 21, 2001, Tyson
issued a press release announcing that the Offer would expire at 12:00
midnight, New York City time, on Wednesday, February 28, 2001, unless the
Offer is extended. Attached hereto as Exhibit (a)(29) is the press release
and the information contained therein is incorporated herein by reference.

   Except as amended below, the information set forth in the Supplement
Offer to Purchase and the related Letter of Transmittal is incorporated
herein by reference with respect to Items 1 through 11 of this Schedule TO.



Items 1 through 11.

   The Offer, proration period and withdrawal rights will expire at 12:00
midnight, New York City time, on Wednesday, February 28, 2001, unless the
Offer is extended. All references in the Supplement Offer to Purchase to
"Tuesday, February 20, 2001" are hereby amended and restated to refer to
"Wednesday, February 28, 2001".

Item 12. Exhibits.

(a)(1)    Offer to Purchase dated December 12, 2000.*
(a)(2)    Letter of Transmittal (including Guidelines for Certification of
          Taxpayer Identification Number on Substitute Form W-9).*
(a)(3)    Notice of Guaranteed Delivery.*
(a)(4)    Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
          Other Nominees.*
(a)(5)    Letter to Clients for use by Brokers, Dealers, Commercial Banks,
          Trust Companies and Other Nominees.*
(a)(6)    Form of summary advertisement dated December 12, 2000.*
(a)(7)    Press Release issued by Tyson dated December 11, 2000.*
(a)(8)    Tyson Conference call dated December 12, 2000.*
(a)(9)    Press Release issued by Tyson dated December 12, 2000.*
(a)(10)   Tyson Presentation delivered December 14, 2000.*
(a)(11)   Press Release issued by Tyson dated December 19, 2000.*
(a)(12)   Tyson Presentation delivered December 19, 2000.*
(a)(13)   Press Release issued by Tyson dated December 28, 2000.*
(a)(14)   Press Release issued by Tyson dated January 1, 2001.*
(a)(15)   Tyson Conference call dated January 2, 2001.*
(a)(16)   Supplement to the Offer to Purchase dated January 5, 2001.*
(a)(17)   Letter of Transmittal to the Supplement (including Guidelines for
          Certification of Taxpayer Identification Number on Substitute
          Form W-9).*
(a)(18)   Notice of Guaranteed Delivery to the Supplement.*
(a)(19)   Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(20)   Revised Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(21)   Tyson Shareholder Meeting dated January 12, 2001.*
(a)(22)   Press Release issued by Tyson dated January 12, 2001.*
(a)(23)   Credit Agreement by and among Tyson Foods, Inc. and certain
          lenders party thereto, dated as of January 12, 2001. *
(a)(24)   Press Release issued by Tyson dated January 17, 2001. *
(a)(25)   Press Release issued by Tyson dated January 25, 2001.*
(a)(26)   Press Release issued by Tyson dated January 29, 2001.*
(a)(27)   Tyson Conference call dated January 29, 2001.*
(a)(28)   Press Release issued by Tyson dated February 6, 2001.*
(a)(29)   Press Release issued by Tyson dated February 21, 2001.
(d)(1)    Confidentiality Agreement between Parent and the Company dated
          December 4, 2000.*
(d)(2)    Proposed form of Merger Agreement to be entered into by and among
          Tyson, Purchaser and the Company.*
(d)(3)    Revised Merger Agreement, executed by Tyson.*
(d)(4)    Agreement and Plan of Merger dated as of January 1, 2001 among
          IBP, inc., Tyson Foods, Inc. and Lasso Acquisition Corporation.*
(d)(5)    Voting Agreement by and between Tyson Limited Partnership and
          IBP, inc. dated as of January 1, 2001.*
(d)(6)    Confidentiality Agreement between the Company and Parent dated
          December 18, 2000.*

*    Previously filed.


                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
                                TYSON FOODS, INC.

                                 /s/ LES BALEDGE
                                ------------------------------
                                   (Signature)

                                Les Baledge, Executive Vice
                                President and General Counsel
                                ------------------------------
                                     (Name and Title)

                                    February 21, 2001
                                ------------------------------
                                         (Date)

                                LASSO ACQUISITION CORPORATION
                                     /s/ LES BALEDGE
                                ------------------------------
                                       (Signature)

                                Les Baledge, Executive Vice President
                                ----------------------------------------
                                        (Name and Title)

                                        February 21, 2001
                                 ----------------------------------------
                                             (Date)




























EXHIBIT INDEX
Exhibit No.
-----------
Item 12. Exhibits.

(a)(1)    Offer to Purchase dated December 12, 2000.*
(a)(2)    Letter of Transmittal (including Guidelines for Certification of
          Taxpayer Identification Number on Substitute Form W-9).*
(a)(3)    Notice of Guaranteed Delivery.*
(a)(4)    Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
          Other Nominees.*
(a)(5)    Letter to Clients for use by Brokers, Dealers, Commercial Banks,
          Trust Companies and Other Nominees.*
(a)(6)    Form of summary advertisement dated December 12, 2000.*
(a)(7)    Press Release issued by Tyson dated December 11, 2000.*
(a)(8)    Tyson Conference call dated December 12, 2000.*
(a)(9)    Press Release issued by Tyson dated December 12, 2000.*
(a)(10)   Tyson Presentation delivered December 14, 2000.*
(a)(11)   Press Release issued by Tyson dated December 19, 2000.*
(a)(12)   Tyson Presentation delivered December 19, 2000.*
(a)(13)   Press Release issued by Tyson dated December 28, 2000.*
(a)(14)   Press Release issued by Tyson dated January 1, 2001.*
(a)(15)   Tyson Conference call dated January 2, 2001.*
(a)(16)   Supplement to the Offer to Purchase dated January 5, 2001.*
(a)(17)   Letter of Transmittal to the Supplement (including Guidelines for
          Certification of Taxpayer Identification Number on Substitute
          Form W-9).*
(a)(18)   Notice of Guaranteed Delivery to the Supplement.*
(a)(19)   Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(20)   Revised Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(21)   Tyson Shareholder Meeting dated January 12, 2001.*
(a)(22)   Press Release issued by Tyson dated January 12, 2001.*
(a)(23)   Credit Agreement by and among Tyson Foods, Inc. and certain
          lenders party thereto, dated as of January 12, 2001. *
(a)(24)   Press Release issued by Tyson dated January 17, 2001. *
(a)(25)   Press Release issued by Tyson dated January 25, 2001.*
(a)(26)   Press Release issued by Tyson dated January 29, 2001.*
(a)(27)   Tyson Conference call dated January 29, 2001.*
(a)(28)   Press Release issued by Tyson dated February 6, 2001.*
(a)(29)   Press Release issued by Tyson dated February 21, 2001.
(d)(1)    Confidentiality Agreement between Parent and the Company dated
          December 4, 2000.*
(d)(2)    Proposed form of Merger Agreement to be entered into by and among
          Tyson, Purchaser and the Company.*
(d)(3)    Revised Merger Agreement, executed by Tyson.*
(d)(4)    Agreement and Plan of Merger dated as of January 1, 2001 among
          IBP, inc., Tyson Foods, Inc. and Lasso Acquisition Corporation.*
(d)(5)    Voting Agreement by and between Tyson Limited Partnership and
          IBP, inc. dated as of January 1, 2001.*
(d)(6)    Confidentiality Agreement between the Company and Parent dated
          December 18, 2000.*

*    Previously filed.







                                                                    Exhibit
                                                                    (a)(29)


Media Contact:      Ed Nicholson
                    (501) 290-4591

Investor Contact:   Louis Gottsponer
                    (501) 290-4826


       Tyson Extends Cash Tender Offer for IBP to February 28, 2001


Springdale,  AR  (February 21, 2001) Tyson Foods, Inc.  (NYSE:  TSN)  today
announced that it is extending the expiration date of its offer to purchase
for cash up to 50.1% of the outstanding shares of common stock of IBP, inc.
(NYSE: IBP).  The offer is now scheduled to expire on February 28, 2001  at
12:00  midnight, New York City time.  Except as modified by this extension,
the  terms  and  conditions of the cash tender offer remain in  effect  and
unmodified.   As of the close of business on February 20, 2001,  84,908,088
shares  of  IBP common stock, representing approximately 80% of  the  total
outstanding  shares, had been tendered and not withdrawn  pursuant  to  the
cash tender offer.

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 Originalr  brand,  as
well as a leading provider of live swine.

About IBP, inc.

IBP,  inc.,  headquartered in Dakota Dunes, South Dakota,  is  the  world's
largest supplier of premium fresh beef and pork products, with 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 annual sales exceeding $16 billion, employs 50,000 people.















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.

IMPORTANT INFORMATION
LASSO ACQUISITION CORPORATION ("LASSO"), A WHOLLY OWNED SUBSIDIARY OF TYSON
FOODS,  INC.  ("TYSON")  HAS COMMENCED AN OFFER FOR  UP  TO  50.1%  OF  THE
OUTSTANDING SHARES OF COMMON STOCK, OF IBP, INC. ("IBP") AT $30.00 NET  PER
SHARE  TO  SELLER IN CASH.  THE OFFER CURRENTLY IS SCHEDULED TO  EXPIRE  AT
12:00  MIDNIGHT,  EASTERN STANDARD TIME, ON WEDNESDAY, FEBRUARY  28,  2001,
UNLESS  EXTENDED BY LASSO. TYSON'S OFFER IS BEING MADE ONLY BY  WAY  OF  AN
OFFER  TO PURCHASE AND RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS  OR
SUPPLEMENTS THERETO AND IS BEING MADE TO ALL HOLDERS OF IBP'S SHARES.  MORE
DETAILED  INFORMATION PERTAINING TO TYSON'S OFFER AND THE PROPOSED EXCHANGE
OFFER  AND MERGER WILL BE SET FORTH IN APPROPRIATE FILINGS TO BE MADE  WITH
THE  SEC,  IF  AND WHEN MADE. SHAREHOLDERS ARE URGED TO READ  ANY  RELEVANT
DOCUMENTS  THAT  MAY  BE  FILED  WITH THE SEC  BECAUSE  THEY  WILL  CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS WILL BE ABLE TO OBTAIN A FREE  COPY  OF
ANY  FILINGS  CONTAINING INFORMATION ABOUT TYSON, LASSO  AND  IBP,  WITHOUT
CHARGE,  AT  THE SEC'S INTERNET SITE (HTTP://WWW.SEC.GOV).  COPIES  OF  ANY
FILINGS  CONTAINING INFORMATION ABOUT TYSON CAN ALSO BE  OBTAINED,  WITHOUT
CHARGE,  BY  DIRECTING A REQUEST TO TYSON FOODS, INC.,  2210  WEST  OAKLAWN
DRIVE,  SPRINGDALE, ARKANSAS 72762-6999, ATTENTION: OFFICE OF THE CORPORATE
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 (http://www.sec.gov)  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.