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

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

                               (AMENDMENT NO. 6)

                                   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 R. BALEDGE
                               TYSON FOODS, INC.
                            2210 West Oaklawn Drive
                        Springdale, Arkansas 72762-6999
                           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 valuation*                                                      Amount of filing fee
-------------------------------------------------------------------------------------------------------------------
                                                                                   
 $1,579,978,050                                                                         $315,995.61
-------------------------------------------------------------------------------------------------------------------

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


The amount assumes the purchase of a total of 52,665,935 shares of the
outstanding common stock, par value $0.05 per share (the "Shares"), of IBP,
inc., a Delaware corporation (the "Company"), 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., a Delaware corporation ("Tyson"), represents approximately 50.1% of
the 106,267,735 Shares outstanding as of June 29, 2001 (as disclosed by the
Company in its Solicitation/Recommendation Statement on Schedule 14D-9 filed
July 3, 2001.)

[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:    $315,995.61   Filing Party:   Tyson and Lasso
                                                         Acquisition Corporation

Form or Registration No.:  Schedule TO   Date Filed:     December 12, 2000,
                                                         December 29, 2000,
                                                         January 2, 2001 and
                                                         July 3, 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:
[X]   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. 6 TO TENDER OFFER STATEMENT

     This Amendment No. 6 to the Tender Offer Statement on Schedule TO (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 to purchase up to the number of Shares, 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 Offer to Purchase, dated July 3, 2001 (as amended, the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Offer to Purchase. Attached
hereto as Exhibit (a)(17) is a copy of the press release issued by Tyson
announcing the preliminary results of the Offer and the information contained
therein is incorporated herein by reference.

     Except as amended herein, the information set forth in the 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.

Item 7.    Source and Amount of Funds or Other Consideration

     Section 11 of the Offer to Purchase is hereby amended to add the following
paragraph at the end of such section:

     "On August 3, 2001, Tyson entered into definitive loan documentation for
the Bridge Facility and the Receivables Bridge Facility with the respective
lenders under each. The Credit Agreements for the Bridge Facility and the
Receivables Bridge Facility are filed as Exhibits (b)(3) and (b)(4),
respectively, to the Schedule TO and incorporated herein by reference."

Item 12.   Exhibits.

(a)(1)      Offer to Purchase dated July 3, 2001 (also see Exhibit (a)(9)
            below).*
(a)(2)      Letter of Transmittal (including Guidelines for Certification of
            Taxpayer Identification Number on Substitute Form W-9) (also see
            Exhibit (a)(10) below).*
(a)(3)      Notice of Guaranteed Delivery (also see Exhibit (a)(11) below).*
(a)(4)      Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
            Other Nominees (also see Exhibit (a)(12) below).*
(a)(5)      Letter to Clients for use by Brokers, Dealers, Commercial Banks,
            Trust Companies and Other Nominees (also see Exhibit (a)(13)
            below).*
(a)(6)      Form of summary advertisement dated July 3, 2001.*
(a)(7)      Joint Press Release issued by Tyson and the Company dated June 27,
            2001.*


(a)(8)      Joint Press Release issued by Tyson and the Company dated June 28,
            2001.*
(a)(9)      Offer to Purchase dated July 3, 2001 (as amended).*
(a)(10)     Letter of Transmittal (including Guidelines for Certification of
            Taxpayer Identification Number on Substitute Form W-9) (as
            amended).*
(a)(11)     Notice of Guaranteed Delivery (as amended).*
(a)(12)     Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
            Other Nominees (as amended).*
(a)(13)     Letter to Clients for use by Brokers, Dealers, Commercial Banks,
            Trust Companies and Other Nominees (as amended).*
(a)(14)     Press Release issued by Tyson dated July 5, 2001.*
(a)(15)     Tyson Conference Call dated July 30, 2001.*
(a)(16)     Press Release issued by Tyson dated August 3, 2001.*
(a)(17)     Press Release issued by Tyson dated August 4, 2001.
(b)(1)      Bridge Facility between Tyson, Chase, JPMorgan, MLCC, SunTrust and
            SunTrust Capital Markets, Inc. with respect to a senior unsecured
            bridge credit facility in an aggregate principal amount of $2.5
            billion dated July 27, 2001.*
(b)(2)      Receivables Bridge Facility between Tyson, Chase and JPMorgan with
            respect to a senior unsecured receivables bridge credit facility in
            an aggregate principal amount of $350 million dated July 27, 2001.*
(b)(3)      Credit Agreement among Tyson, Chase, JPMorgan, MLCC, SunTrust and
            SunTrust Capital Markets, Inc. dated August 3, 2001.
(b)(4)      Receivables Bridge Credit Agreement among Tyson, Chase and
            JPMorgan dated August 3, 2001.
(d)(1)      Confidentiality Agreement between Tyson and the Company dated
            December 4, 2000 (incorporated by reference to Exhibit (d)(1) to the
            Schedule TO of Purchaser and Tyson filed on December 12, 2000).*
(d)(2)      Confidentiality Agreement between Tyson and the Company dated
            December 18, 2000 (incorporated by reference to Exhibit (d)(6) to
            Amendment No. 9 to the Schedule TO of Purchaser and Tyson filed on
            January 5, 2001).*
(d)(3)      Agreement and Plan of Merger among the Company, Tyson and Purchaser
            dated as of January 1, 2001 (incorporated by reference to Exhibit
            (d)(4) to Amendment No. 9 to the Schedule TO of Purchaser and Tyson
            filed on January 5, 2001).*
(d)(4)      Voting Agreement by and between Tyson Limited Partnership and the
            Company dated as of January 1, 2001 (incorporated by reference to
            Exhibit (d)(5) to Amendment No. 9 to the Schedule TO of Purchaser
            and Tyson filed on January 5, 2001).*
(d)(5)      Stipulation and Order dated June 27, 2001, IBP, inc. v. Tyson Foods,
            Inc., C.A. No. 18373, Court of Chancery of the State of Delaware.*
(d)(6)      Letter of Tyson Limited Partnership dated June 27, 2001.*

* 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 R. Baledge
                                        -----------------------------------
                                        (Signature)

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

                                        August 6, 2001
                                        -----------------------------------
                                        (Date)

                                        LASSO ACQUISITION CORPORATION

                                        /s/ Les R. Baledge
                                        -----------------------------------
                                        (Signature)

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

                                        August 6, 2001
                                        -----------------------------------
                                        (Date)


EXHIBIT INDEX

(a)(1)      Offer to Purchase dated July 3, 2001 (also see Exhibit (a)(9)
            below).*
(a)(2)      Letter of Transmittal (including Guidelines for Certification of
            Taxpayer Identification Number on Substitute Form W-9) (also see
            Exhibit (a)(10) below).*
(a)(3)      Notice of Guaranteed Delivery (also see Exhibit (a)(11) below).*
(a)(4)      Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
            Other Nominees (also see Exhibit (a)(12) below).*
(a)(5)      Letter to Clients for use by Brokers, Dealers, Commercial Banks,
            Trust Companies and Other Nominees (also see Exhibit (a)(13)
            below).*
(a)(6)      Form of summary advertisement dated July 3, 2001.*
(a)(7)      Joint Press Release issued by Tyson and the Company dated June 27,
            2001.*
(a)(8)      Joint Press Release issued by Tyson and the Company dated June 28,
            2001.*
(a)(9)      Offer to Purchase dated July 3, 2001 (as amended).*
(a)(10)     Letter of Transmittal (including Guidelines for Certification of
            Taxpayer Identification Number on Substitute Form W-9) (as
            amended).*
(a)(11)     Notice of Guaranteed Delivery (as amended).*
(a)(12)     Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
            Other Nominees (as amended).*
(a)(13)     Letter to Clients for use by Brokers, Dealers, Commercial Banks,
            Trust Companies and Other Nominees (as amended).*
(a)(14)     Press Release issued by Tyson dated July 5, 2001.*
(a)(15)     Tyson Conference Call dated July 30, 2001.*
(a)(16)     Press Release issued by Tyson dated August 3, 2001.*
(a)(17)     Press Release issued by Tyson dated August 4, 2001.
(b)(1)      Bridge Facility between Tyson, Chase, JPMorgan, MLCC, SunTrust and
            SunTrust Capital Markets, Inc. with respect to a senior unsecured
            bridge credit facility in an aggregate principal amount of $2.5
            billion dated July 27, 2001.*
(b)(2)      Receivables Bridge Facility between Tyson, Chase and JPMorgan with
            respect to a senior unsecured receivables bridge credit facility in
            an aggregate principal amount of $350 million dated July 27, 2001.*
(b)(3)      Credit Agreement among Tyson, Chase, JPMorgan, MLCC, SunTrust and
            SunTrust Capital Markets, Inc. dated August 3, 2001.
(b)(4)      Receivables Bridge Credit Agreement among Tyson, Chase and JPMorgan
            dated August 3, 2001.
(d)(1)      Confidentiality Agreement between Tyson and the Company dated
            December 4, 2000 (incorporated by reference to Exhibit (d)(1) to the
            Schedule TO of Purchaser and Tyson filed on December 12, 2000).*
(d)(2)      Confidentiality Agreement between Tyson and the Company dated
            December 18, 2000 (incorporated by reference to Exhibit (d)(6) to
            Amendment No. 9 to the Schedule TO of Purchaser and Tyson filed on
            January 5, 2001).*
(d)(3)      Agreement and Plan of Merger among the Company, Tyson and Purchaser
            dated as of January 1, 2001 (incorporated by reference to Exhibit
            (d)(4) to


            Amendment No. 9 to the Schedule TO of Purchaser and Tyson filed on
            January 5, 2001).*
(d)(4)      Voting Agreement by and between Tyson Limited Partnership and the
            Company dated as of January 1, 2001 (incorporated by reference to
            Exhibit (d)(5) to Amendment No. 9 to the Schedule TO of Purchaser
            and Tyson filed on January 5, 2001).*
(d)(5)      Stipulation and Order dated June 27, 2001, IBP, inc. v. Tyson Foods,
            Inc., C.A. No. 18373, Court of Chancery of the State of Delaware.*
(d)(6)      Letter of Tyson Limited Partnership dated June 27, 2001.*

* Previously filed.