SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TYSON DONALD J

(Last)

(First)

(Middle)

PO BOX 2020

2210 WEST OAKLAWN

(Street)

SPRINGDALE

72765

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ TSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	05/23/2006		J⁽¹⁾	V	27,223	D	$0	4,860,884	I	By TLP Investment, L.P.
Class A Common Stock	05/23/2006		J⁽¹⁾	V	27,223	A	$0	27,223	I	By TLP Investment, L.P.
Class A Common Stock	05/23/2006		S		27,223	D	$16.7095	0	I	By TLP Investment, L.P.
Class B Common Stock	05/24/2006		J⁽²⁾	V	299,453	D	$0	4,561,431	I	By TLP Investment, L.P.
Class A Common Stock	05/24/2006		J⁽²⁾	V	299,453	A	$0	299,453	I	By TLP Investment, L.P.
Class A Common Stock	05/24/2006		S		299,453	D	$16.1594	0	I	By TLP Investment, L.P.
Class B Common Stock	05/25/2006		J⁽³⁾	V	656,254	D	$0	3,905,177	I	By TLP Investment, L.P.
Class A Common Stock	05/25/2006		J⁽³⁾	V	656,254	A	$0	656,254	I	By TLP Investment, L.P.
Class A Common Stock	05/25/2006		S		656,254	D	$16.3331	0	I	By TLP Investment, L.P.
Class A Common Stock	04/30/2006		J⁽⁴⁾	V	1,129	A	$0	98,642	I	ESPP
Class B Common Stock								1,629,369	I	By TLPCRT, L.P.
Class B Common Stock								47,169,450	I	By Tyson Limited Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 23, 2006, TLP Investment, L.P. converted 50,000 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis for no cost; accordingly, there was no applicable purchase or sale. TLP Investment, L.P. is a limited partnership for which the Tyson Limited Partnership directly or indirectly holds all of the outstanding beneficial interests. The reporting person has approximately a 54% combined interest as a general and limited partner in the Tyson Limited Partnership.

2. On May 24, 2006, the TLP Investment, L.P. converted 550,000 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis for no cost; accordingly, there was no applicable purchase or sale.

3. On May 25, 2006, the TLP Investment, L.P. converted 1,205,330 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis for no cost; accordingly, there was no applicable purchase or sale.

4. Includes 1,129 shares purchased from 04-01-06 through 04-30-06 for the reporting person's account in the Tyson Foods, Inc Employee Stock Purchase Plan which transactions are exempt under Section 16 (b)(3).

Remarks:

	By: By: R. Read Hudson, by power of attorney for	05/25/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.