8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


                                September 3, 2002
                Date of Report (Date of earliest event reported)



                               ConAgra Foods, Inc.
             (Exact name of registrant as specified in its charter)


Delaware                            1-7275                    47-0248710
(State or other                  (Commission                (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)


One ConAgra Drive, Omaha, Nebraska                          68102-5001
(Address of principal executive offices)                    (Zip Code)



               Registrant's telephone number, including area code
                                 (402) 595-4000







Item 5.  Other Events.

         ConAgra Foods, Inc. previously announced an agreement, signed on May
21, 2002, to transfer its fresh beef and pork processing businesses to a new
venture, 54% owned by an investor group led by Hick, Muse, Tate & Furst, Inc.
and 46% owned by ConAgra Foods. The agreement was filed as an exhibit on the
company's Form 8-K dated May 21, 2002. ConAgra Foods recently announced that the
transaction is expected to close during September. The parties have executed an
amendment dated as of September 3, 2002 to the agreement. A prior amendment
dated July 3, 2002 reflected name changes of certain business entities involved
in the transaction. Both amendments are attached hereto as an exhibit and
incorporated by reference.

Item 7(c).  Exhibits.

2.1  Amendment No. 2, dated as of September 3, 2002 and Amendment No. 1 dated as
     of July 3,  2002,  to  Agreement,  dated as of May 20,  2002,  by and among
     ConAgra Foods, S&C Holdco, Inc. and HMTF Rawhide, L.P.










                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CONAGRA FOODS, INC.


Date:  September 5, 2002                By:   /s/ James P. O'Donnell
                                            _______________________________
                                            Name: James P. O'Donnell
                                            Title:Executive Vice President,
                                                  Chief Financial Officer and
                                                  Corporate Secretary






                                  EXHIBIT INDEX


Exhibit              Description                                   Page

2.1  Amendment No. 2, dated as of September 3, 2002 and Amendment
     No. 1 dated as of July 3,  2002,  to  Agreement,  dated as of
     May 20,  2002,  by and among ConAgra Foods, S&C Holdco, Inc.
     and HMTF Rawhide, L.P..........................................

EX-2.1

     FIRST  AMENDMENT TO ACQUISITION  DOCUMENTS made and entered into as of July
3, 2002, by and among ConAgra Foods, Inc., a Delaware corporation  ("ConAgra"),
HMTF Rawhide,  L.P., a Delaware limited partnership  ("Acquisition LP"), and S&C
Holdco, Inc., a Delaware corporation ("Holdco").

                                    RECITALS:

         WHEREAS, the parties hereto are parties to the Agreement dated May 20,
2002 (the "Acquisition Agreement");

         WHEREAS, the Acquisition Agreement contemplates the execution at the
Closing of various agreements attached as Exhibits to the Acquisition Agreement
(the "Ancillary Documents" and together with the Acquisition Agreement, the
"Acquisition Documents");

         WHEREAS, Section 2.1.9 of the Acquisition Agreement currently provides
that prior to Closing Holdco shall change its name to "Swift & Company;"

         WHEREAS, certain Ancillary Documents to be executed at the Closing have
been prepared in a manner that anticipates the name change contemplated by
Section 2.1.9 of the Acquisition Agreement and thereby reflect that at the
Closing Holdco's name shall be "Swift & Company;"

         WHEREAS, the parties desire to amend Section 2.1.9 of the Acquisition
Agreement and the Ancillary Documents to provide and reflect that prior to the
Closing Holdco's name shall be changed to "Swift Foods Company" rather than
"Swift & Company;"

     WHEREAS,  ConAgra has caused S&C Holdco 3, Inc. to incorporate  Swift Meats
Holding Company (defined as "U.S. Acquisition Co." in the Acquisition Agreement)
pursuant to Section 2.1.4 of the Acquisition Agreement;

     WHEREAS,  U.S.  Acquisition  Co.  is a party to  certain  of the  Ancillary
Documents to be executed at the Closing; and

         WHEREAS, the parties desire to amend the Acquisition Agreement and the
Ancillary Documents to provide and reflect that prior to the Closing U.S.
Acquisition Co.'s name shall be changed to "Swift & Company."

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:

     Section  1.  Corporate  Name  Change of Holdco  in  Acquisition  Agreement.
Section 2.1.9 of the Acquisition  Agreement shall be deleted in its entirety and
the following revised Section 2.1.9 shall be deemed inserted in place thereof as
of the date hereof:

                    2.1.9  ConAgra  shall use its  reasonable  efforts  to cause
Holdco to change its corporate  name to "Swift Foods  Company" in its
jurisdiction of incorporation and each other  jurisdiction in which it is
qualified  to do  business  as set forth on Schedule 7.1.

     Section 2.  Corporate Name Change of Holdco in Ancillary  Documents.  At or
prior to the  Closing  each  Ancillary  Document  that is to be  executed at the
Closing that currently  provides or reflects that Holdco's name is to be changed
to Swift & Company  by or  before  and as of the  Closing  shall be  amended  as
necessary  to reflect  that  Holdco's  name  shall be  changed  to "Swift  Foods
Company."

     Section 3.  Corporate  Name Change of U.S.  Acquisition  Co. in Acquisition
Agreement.  The following new Section 2.1.30 shall be deemed inserted in Article
2 of the Acquisition Agreement as of the date hereof:

                    2.1.30  ConAgra  shall use its  reasonable  efforts to cause
U.S.  Acquisition  Co. to change its  corporate  name to "Swift & Company"  in
its  jurisdiction  of  incorporation  and each other jurisdiction in which it is
qualified to do business as set forth on Schedule 7.1.

     Section 4.  Corporate  Name  Change of U.S.  Acquisition  Co. in  Ancillary
Documents.  At or prior to the Closing  each  Ancillary  Document  that is to be
executed at the Closing that currently  reflects U.S.  Acquisition Co.'s name as
"Swift Meats Holding Company" shall be amended as necessary to reflect that U.S.
Acquisition Co.'s name shall be changed to "Swift & Company."

     Section 5. Defined Terms.  Capitalized terms used but not otherwise defined
herein  shall  have  the  respective  meanings  ascribed  to such  terms  in the
Acquisition Agreement.

     Section 6. Acquisition Agreement Amendment Provision.  This First Amendment
to Acquisition Documents is executed, delivered and made effective in accordance
with Section 15.2 of the Acquisition Agreement.

     Section 7. Effect on Acquisition Documents.  Except as specifically amended
hereby, all terms,  provisions and conditions of the Acquisition Documents shall
remain in full force and effect.

     Section 8. Amendments.  This First Amendment to Acquisition Documents shall
not be amended except in a writing signed by all the parties hereto.

     Section 9. Counterparts.  This First Amendment to Acquisition Documents may
be executed and delivered  (including by facsimile  transmission) in one or more
counterparts,  each of which shall be  regarded as an original  and all of which
shall constitute one and the same instrument.

     Section 10.  Applicable Law. This First Amendment to Acquisition  Documents
and the legal  relations  among the  parties  hereto  shall be  governed  by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts made and performed in Delaware.

     Section 11. Consent to Jurisdiction.  THE PARTIES HERETO HEREBY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR DELAWARE
STATE COURT SITTING IN WILMINGTON, DELAWARE IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.









     The  undersigned  parties have executed this First Amendment to Acquisition
Documents as of the date first set forth above.



                          ConAgra Foods, Inc.


                          By:  /s/ Dwight J. Goslee
                               __________________________
                               Dwight J. Goslee,
                               Executive Vice President, Operations Control and
                               Development


                          HMTF Rawhide, L.P.

                          By: HMTF RW, L.L.C., its General Partner

                              By: Hicks, Muse, Tate & Furst Equity Fund V, L.P.,
                                  its sole member

                              By:    HM5/GP LLC, its General Partner


                                     By:  /s/ Edward Herring
                                        __________________________
                                        Edward Herring, Vice President


                           S&C Holdco, Inc.


                           By:   /s/ Dwight J. Goslee
                               ______________________________
                               Dwight J. Goslee, President









         SECOND AMENDMENT TO ACQUISITION AGREEMENT ("Second Amendment") made and
entered into as of September 3, 2002, by and among ConAgra Foods, Inc., a
Delaware corporation ("ConAgra"), HMTF Rawhide, L.P., a Delaware limited
partnership ("Acquisition LP"), and Swift Foods Company, f/k/a S&C Holdco, Inc.,
a Delaware corporation ("Holdco").

                                    RECITALS:

         WHEREAS, the parties hereto are parties to the Agreement dated May 20,
2002, as amended by the First Amendment to Acquisition Documents dated July 3,
2002 (the "Acquisition Agreement");

         WHEREAS, the parties desire to further amend the Acquisition Agreement
to provide for and reflect revised terms for financing certain consideration to
be provided pursuant to the Acquisition Agreement and certain other matters;

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:

         Section 1.        Senior Subordinated Notes.

     (a) The  Acquisition  Agreement is hereby  amended to reflect  that, on the
Closing Date, ConAgra hereby agrees to purchase from U.S. Acquisition Co. Senior
Subordinated  Notes (as defined in the Revised Senior Bank Commitment Letter (as
hereinafter  defined))  in the  principal  amount of One Hundred  Fifty  Million
United States Dollars  ($150,000,000) at a purchase price equal to the principal
amount thereof and otherwise on the terms and in the manner described in Annex A
to the Revised  Engagement Letter, the Revised Senior Bank Commitment Letter and
the Revised Fee Letter (each as hereinafter defined).

     (b) At the Closing, Acquisition LP shall pay to ConAgra a fee equal to 2.5%
of the principal amount of the Senior Subordinated Notes upon ConAgra's purchase
of the Senior Subordinated Notes as contemplated by Section 1(a) above.

     (c) To the extent the terms of the Acquisition  Agreement are  inconsistent
with the terms set forth in this Section 1, this Section 1 shall control and the
terms of the Acquisition  Agreement shall be deemed amended mutatis  mutandis to
reflect this Section 1.

         Section 2.        Issuance of Management Group Shares.

     (d) The parties agree that, at or within 10 business days after the Closing
Date,  Holdco shall issue up to four million shares (the actual number of shares
issued being  referred to  collectively  as the  "Management  Group  Shares") of
Holdco Common Stock to the  Management  Group (as  hereinafter  defined) for One
United States Dollar ($1.00) per share.  ConAgra agrees that it shall contribute
to the  capital  of Holdco a number of shares of Holdco  Common  Stock  owned by
ConAgra  equal to the number of  Management  Group  Shares.  Holdco shall pay to
ConAgra in cash on the  Closing  Date (or such  other  date that the  Management
Group Shares are issued) the  aggregate  proceeds  received from the issuance of
the Management  Group Shares as part of the cash purchase price paid pursuant to
Section 2.2.6(viii) of the Acquisition Agreement.

     (e)  "Management  Group" shall mean any current member of management of any
Acquiring Company or Acquired Company that is designated by Acquisition LP, in
its sole discretion, to receive the Management Group Shares.

     (f) ConAgra and Acquisition LP shall cause the appropriate  revisions to be
made  to the  Stockholders  Agreement  attached  as  Exhibit  4.1.1(iii)  to the
Acquisition Agreement (the "Stockholders  Agreement") to (i) include the members
of the Management Group as parties to the Stockholders  Agreement,  (ii) provide
tag-along  rights with respect to the Management  Group Shares to the benefit of
the  Management  Group,  (iii)  provide  drag-along  rights with  respect to the
Management  Group  Shares  to  the  benefit  of  Acquisition  LP,  (iv)  provide
repurchase  rights  with  respect  to  the  Management  Group  Shares  upon  the
occurrence of certain  events,  (v) provide  restrictions on the transfer of the
Management  Group Shares,  (vi) provide  rights of first refusal with respect to
the  Management  Group Shares and (vii) provide such other terms and  provisions
with respect to the Management  Group and the Management  Group Shares as may be
appropriate.

         Section 3. Revised Senior Bank Commitment Letter. The Senior Bank
Commitment Letter and the Bridge Commitment Letter attached to the Acquisition
Agreement as Exhibit 8.5(a) shall be deleted in their entirety and replaced with
the amended and restated senior credit facilities commitment letter dated
September 3, 2002, from Citicorp North America, Inc., Salomon Smith Barney Inc.,
JPMorgan Chase Bank and J.P. Morgan Securities Inc. to Acquisition LP, a copy of
which is attached hereto as Annex A (the "Revised Senior Bank Commitment
Letter"). All references to the Senior Bank Commitment Letter in the Acquisition
Agreement shall be deemed to refer to the Revised Senior Bank Commitment Letter.

     Section 4. Revised Engagement Letter. The Engagement Letter attached to the
Acquisition  Agreement  as Exhibit  8.5(b)  shall be deleted in its entirety and
replaced  with the revised  engagement  letter  dated  September  3, 2002,  from
Salomon Smith Barney Inc. and J.P.  Morgan  Securities Inc. to Acquisition LP, a
copy of which is attached hereto as Annex B (the "Revised  Engagement  Letter").
All references to the Engagement  Letter in the  Acquisition  Agreement shall be
deemed to refer to the Revised Engagement Letter.

     Section 5. Revised Fee Letter. The Fee Letter referenced in the Acquisition
Agreement shall be deemed replaced in its entirety with the amended and restated
fee letter dated September 3, 2002, from Citicorp North America,  Inc.,  Salomon
Smith  Barney  Inc.,  JPMorgan  Chase Bank and J.P.  Morgan  Securities  Inc. to
Acquisition  LP, a copy of which is attached hereto as Annex C (the "Revised Fee
Letter"). All references to the Fee Letter in the Acquisition Agreement shall be
deemed to refer to the Revised Fee Letter.

     Section 6. Termination Date.  Section 11.1(b) of the Acquisition  Agreement
is hereby amended and restated as follows:

                  "(a) by either ConAgra, on the one hand, or Acquisition LP, on
the other hand, if the Closing shall not have occurred on or before September
30, 2002 (the "Termination Date")."

         Section 7. ConAgra's Right to Terminate. Article 7 of the Acquisition
Agreement is hereby amended by adding a new Section 7.26 thereto, which shall
read as follows:

                  "Section 7.26. ConAgra's Right to Terminate. As of the date of
this Second Amendment, ConAgra does not have Knowledge of any breaches by
Acquisition LP that give ConAgra (with or without lapse of time or the giving of
notice or both) the right to terminate the Acquisition Agreement pursuant to
Section 11.1(e)."

     Section  8.  Acquisition  LP's  Right  to  Terminate.   Article  8  of  the
Acquisition  Agreement  is hereby  amended by adding a new  Section  8.7 thereto
which shall read as follows:

                  "Section 8.7. Acquisition LP's Right to Terminate. As of the
date of this Second Amendment, Acquisition LP does not have knowledge of any
breaches by ConAgra that give Acquisition LP (with or without lapse of time or
the giving of notice or both) the right to terminate the Acquisition Agreement
pursuant to Section 11.1.(d)."

         Section 9. Definition of Transaction Documents. The term "Transaction
Documents" in the Acquisition Agreement shall be deemed to include, without
limitation, the tax sharing agreement in a form attached hereto as Annex D (the
"Tax Sharing Agreement") which shall be executed by the parties thereto at the
Closing.

         Section 10. Bridge Commitment Letter. The Acquisition Agreement is
hereby amended such that all references to the "Bridge Commitment Letter," the
"Senior Bridge Facility" and the bridge financing contemplated by the Bridge
Commitment Letter contained in the Acquisition Agreement, as well as any and all
provisions that are related to or affected by the foregoing, are deleted in
their entirety.

         Section 11. Definition of Facility. The Acquisition Agreement is hereby
amended such that all references to the term "Facilities" shall be revised to
read "Senior Secured Credit Facilities" (as such term is defined in the Revised
Senior Bank Commitment Letter).

     Section 12.  Conditions  Precedent to  Obligations.  Section 10.1(e) of the
Acquisition Agreement is hereby amended and restated as follows:

     "(e) Financing.  As contemplated by Article 2, (x) U.S. Acquisition Co. and
Australia  Acquisition  Co. shall have  received the proceeds of the  financings
contemplated  by the Revised Senior Bank  Commitment  Letter (or other alternate
financing,  if any,  obtained  by  Acquisition  LP as  contemplated  by  Section
9.2.3(a)),  (y) U.S.  Acquisition  Co.  shall  have  consummated  the Rule  144A
offering of the debt securities as contemplated by the Engagement Letter and (z)
ConAgra  shall  have  purchased  $150,000,000  of Senior  Subordinated  Notes as
contemplated  by Section 1 of the Second  Amendment to Acquisition  Agreement by
and among the parties thereto."








          Section 13. Senior Notes; Senior Subordinated Notes.

          (a) Section  2.2.6(iv) of the Acquisition  Agreement is hereby amended
     and restated as follows:

          "(iv) The parties shall cause U.S.  Acquisition  Co. to consummate the
     sale of senior  notes in the amount of Two  Hundred  Fifty  Million  United
     States Dollars  ($250,000,000) as contemplated by the Engagement Letter and
     to consummate the sale of the Senior  Subordinated  Notes to ConAgra in the
     amount of One Hundred Fifty Million United States Dollars ($150,000,000) as
     contemplated by Section 1 of the Second Amendment to Acquisition  Agreement
     by and among the parties thereto;"

          (b) Clause (x) of Section  9.2.3(a) of the  Acquisition  Agreement  is
     hereby amended and restated as follows:

                  "(x) U.S. Acquisition Co. to consummate by the Termination
Date (i) the senior secured financing contemplated by the Revised Senior Bank
Commitment Letter, (ii) the sale of senior notes in an aggregate principal
amount of Two Hundred Fifty Million United States Dollars ($250,000,000), and
(iii) the purchase by ConAgra of $150,000,000 of Senior Subordinated Notes as
contemplated by Section 1 of the Second Amendment to Acquisition Agreement by
and among the parties thereto and"

          (c)  The  first  sentence  of  Section  9.2.3(b)  of  the  Acquisition
     Agreement is hereby amended and restated as follows:

                  "If Acquisition LP requests, ConAgra shall reasonably
cooperate, shall cause Holdco and each Acquired Company to reasonably cooperate,
and shall instruct its independent accountants to reasonably cooperate, at any
time prior to the Closing, and after the Closing, with respect to (i) the senior
secured financing contemplated by the Revised Senior Bank Commitment Letter,
(ii) the sale of senior notes as contemplated by the Engagement Letter in an
aggregate principal amount of Two Hundred Fifty Million United States Dollars
($250,000,000), (iii) the purchase by ConAgra of $150,000,000 of Senior
Subordinated Notes as contemplated by Section 1 of the Second Amendment to
Acquisition Agreement by and among the parties thereto, (iv) the Australian
financings contemplated by the Revised Senior Bank Commitment Letter, (v) any
registration statement filed following the Closing with respect to the
securities issued in connection with the consummation of the transactions
contemplated by the Acquisition Agreement, and (vi) any registration statement
filed following the Closing relating to a Registered Exchange Offer (as
described in the Senior Bank Commitment Letter) (including providing reasonable
assistance in the preparation of one or more offering circulars, private
placement memoranda, prospectuses, registration statements or other offering
documents or marketing materials relating to a debt financing or any other
filings that may be made with the U.S. Securities and Exchange Commission in
connection therewith)."

          Section 14.  Closing.  Section  4.1 of the  Acquisition  Agreement  is
hereby amended and restated as follows:

                  "4.1 Closing. Subject to the terms and conditions contained in
this Agreement, the closing of the transactions contemplated hereby (the
"Closing") will occur at the offices of Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, New York 10153, on the earlier of (i) the Termination Date,
and (ii) the second business day after the conditions set forth in Section 10
(other than those to be fulfilled at the Closing) have been satisfied or at such
other date and place as the parties hereto may mutually agree (the date on which
the Closing actually occurs being referred to herein as the "Closing Date"). All
actions contemplated to occur at the Closing pursuant to this Agreement shall be
mutually interdependent and, notwithstanding any other provision of this
Agreement, no such action shall become effective or shall be deemed to have
occurred unless all of the other actions contemplated to occur at the Closing
pursuant to this Agreement shall also have occurred. The Closing shall be
effective as of the time on the Closing Date that all actions contemplated to
occur at the Closing pursuant to this Agreement have been completed (the
"Effective Time")."

     Section 15. Transition Services Agreement. ConAgra and Acquisition LP shall
cause the form of Transition Services Agreement attached as Exhibit 4.1.1(iv) to
the Acquisition Agreement (the "Transition Services Agreement") to be revised to
provide  that,  notwithstanding  the  provisions  of Section 14 thereof  and the
agreement  of ConAgra  and Swift  Foods  Company  ("Swift")  that the  voluntary
recalls  announced  on June 30,  2002 and July 19, 2002 of fresh and frozen beef
products  that may be  contaminated  with E. coli O157:H7 do not  constitute  an
extraordinary  or catastrophic  event, for a term of six months from the Closing
Date,  ConAgra  shall allow Swift to elect at its option to  "piggyback"  on its
existing  insurance  policies  relating  to  product  recalls  ("Product  Recall
Insurance"),  subject to a $10 million deductible and subject to the procurement
of any consents from the insurers  required under the underlying  Product Recall
Insurance policies. ConAgra, Acquisition LP and Holdco hereby agree to use their
respective  reasonable  efforts to secure any such  required  consents  from the
insurers.  Swift hereby  agrees to pay to ConAgra an amount equal to One Million
United States  Dollars  ($1,000,000)  plus the amount of any  incremental  costs
incurred by ConAgra in providing such Product Recall  Insurance to Swift and its
subsidiaries  if it elects to "piggyback"  on the Product  Recall  Insurance for
such six-month period.

     Section 16. Stockholders Agreement.  ConAgra and Acquisition LP shall cause
Section 2.4.6 of the Stockholders  Agreement to be revised to provide that (i) a
new clause (a) shall be added to reflect  that prior to the  application  of the
net  proceeds  of  a  partial  or  complete   Divestiture  (as  defined  in  the
Stockholders  Agreement)  as  provided in  existing  clauses (a) - (c)  thereof,
Cattle Holdco or Cattleco, as applicable,  shall be entitled to retain a portion
of such net proceeds equal to the estimated amount of the next quarterly or year
end tax payment,  as  applicable,  due to Holdco or its  designee  under the Tax
Sharing Agreement for payment thereunder and (ii) that the first sentence of the
last paragraph of such section reads as follows:

                  "If the proceeds received by the Company or any of its
Subsidiaries pursuant to the Divestiture of all of the Cattle Feeding Operations
are not sufficient to fully repay the borrowings under the Cattle Line of Credit
and the Cattle Promissory Note, then the payment as provided above of all such
amounts, if any, actually received pursuant to the Divestiture, shall, except as
set forth below, serve to fully extinguish the obligations owed to CAGCO under
the Cattle Line of Credit and the Cattle Promissory Note and neither the Company
nor any Subsidiary thereof shall in any event be liable to CAGCO for the amount
of any shortfall; provided that, notwithstanding the foregoing and to the extent
that such net proceeds were not sufficient to actually repay all obligations
under the Cattle Line of Credit and the Cattle Promissory Note, any amounts
thereafter payable by the Company or any of its Subsidiaries to Swift Cattle
Holdco, Inc., pursuant to the terms of the Tax Sharing Agreement shall be paid
to CAGCO, as designee of Swift Cattle Holdco, Inc. and shall be deemed
additional payments in respect of such obligations and shall be deemed to have
been applied in accordance with clauses (b) and (c) above."

     Section 17. Cattleco Loan Agreement. ConAgra and Acquisition LP shall cause
the  form of the  Cattleco  Loan  Agreement  attached  as  Exhibit  2.2.3 to the
Acquisition  Agreement (the "Cattleco Loan  Agreement") to be revised to provide
that:

          (a) the defined term "Acquisition Agreement" as set forth in Recital A
     of the Cattleco Loan Agreement shall be amended to read as follows:

                  "the Agreement by and among Lender, S&C Holdco, Inc. and HMTF
Rawhide, L.P., dated as of May 20, 2002, as amended by the First Amendment to
Acquisition Documents dated as of July 3, 2002, as further amended by the Second
Amendment to Acquisition Agreement dated as of September 3, 2002 and as such may
be further amended, supplemented or otherwise modified from to time to time (the
"Acquisition Agreement"), . . .";

          (b) a new  sentence  shall  be added  to the end of  paragraph  (1) of
     Section 2(a) of the Cattleco Loan Agreement that reads as follows:

                  "Notwithstanding the foregoing, any payments made by Lender on
behalf of Borrowers pursuant to Section 5.9 of that certain Tax Sharing
Agreement of even date herewith by and among Swift Foods Company, Swift and
Company and Holdco (the "Tax Sharing Agreement") prior to the satisfaction or
extinguishment of the Obligations owed to Lender hereunder shall be deemed
additional advances under the Revolving Note as of the date such payment is
received thereunder;"

          (c) the first  sentence of Section 3(c) of the Cattleco Loan Agreement
     shall be amended to read in its entirety as follows:

                  "Borrower shall promptly pay to Lender for application on the
Notes all proceeds of the Collateral (as hereinafter described), net of any
expenses incurred in connection with the disposition of such Collateral,
including any and all payments under Feeding Customer Loans (or from related
cattle serving as collateral under any such loans) and any rents, profits or
other payments pursuant to any lease or other use of Collateral (waiver of the
prohibition of Section 8(e) not to be hereby inferred)."; and

          (d) a new clause (i) shall be added to  Section  3(c) of the  Cattleco
     Loan Agreement that shall read in its entirety as follows:

                  "(i) first, to the extent such net proceeds are attributable
to a sale or other transfer of one or more Facilities, the Borrowers shall be
entitled to retain a portion of such net proceeds equal to the estimated amount
of the next quarterly or year end tax payment due, as applicable, to Swift Foods
Company or its designee under the Tax Sharing Agreement for payment thereunder;
and"

                  and the existing clauses (i) and (ii) of Section 3(c) of the
Cattleco Loan Agreement shall be renumbered (ii) and (iii) respectively, and the
first word of each such clause shall be changed to "second" and "third"
respectively.

     Section 18. Certain Payments Pursuant to the Acquisition Agreement. ConAgra
and Holdco  hereby  agree that the  retention,  change in  control,  stay-pay or
similar  obligations payable by each pursuant to Section 6.13 of the Acquisition
Agreement  shall be paid to their  respective  payees  no later  than the  ninth
business day following the Closing Date.

     Section 19. Cooperation by ConAgra.  In connection with the consummation of
the  Transactions (as defined in Exhibit A to the Revised Senior Bank Commitment
Letter (the  "Revised  Exhibit  A")),  ConAgra  hereby agrees to (i) execute and
deliver at the closing of the  Transactions,  pursuant to Section 1 of Exhibit D
to the Revised  Senior Bank  Commitment  Letter (the  "Revised  Exhibit D"), the
certificate  referenced  therein  stating  that,  subject to the  funding of the
Senior  Secured  Credit  Facilities,  ConAgra  is  prepared  to  consummate  the
Transactions,  (ii) make available at least one senior ConAgra representative to
respond to questions and inquiries from potential purchasers of the Senior Notes
(as defined in the Revised Senior Bank Commitment  Letter)  regarding  ConAgra's
debt and equity  investments  made  pursuant to the  Transactions  and its plans
relating  thereto,  and (iii) provide  potential  purchasers of the Senior Notes
access to senior  management  and the  facilities  of the  Acquired  Business as
reasonably requested by the Arrangers.

     Section 20. Defined Terms. Capitalized terms used but not otherwise defined
herein  shall  have  the  respective  meanings  ascribed  to such  terms  in the
Acquisition Agreement.

     Section  21.  Acquisition   Agreement  Amendment  Provision.   This  Second
Amendment is executed,  delivered and made effective in accordance  with Section
15.2 of the Acquisition Agreement.

     Section 22. Effect on Acquisition Agreement. Except as specifically amended
hereby, all terms,  provisions and conditions of the Acquisition Agreement shall
remain in full force and effect.

     Section 23.  Amendments.  This Second Amendment shall not be amended except
in a writing signed by all the parties hereto.

     Section  24.  Counterparts.  This  Second  Amendment  may be  executed  and
delivered  (including by facsimile  transmission)  in one or more  counterparts,
each of which shall be regarded as an original and all of which shall constitute
one and the same instrument.

     Section 25.  Applicable Law. This Second  Amendment and the legal relations
among the parties  hereto shall be governed by and construed in accordance  with
the laws of the State of Delaware  applicable to contracts made and performed in
Delaware.

     Section 26. Consent to Jurisdiction.  THE PARTIES HERETO HEREBY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES  FEDERAL OR DELAWARE
STATE COURT SITTING IN WILMINGTON,  DELAWARE IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR  RELATING  TO THIS SECOND  AMENDMENT  AND EACH OF THE  PARTIES  HERETO
HEREBY  IRREVOCABLY  AGREES  THAT  ALL  CLAIMS  IN  RESPECT  OF SUCH  ACTION  OR
PROCEEDING  SHALL BE HEARD AND  DETERMINED  IN ANY SUCH  COURT  AND  IRREVOCABLY
WAIVES ANY  OBJECTION IT MAY NOW OR  HEREAFTER  HAVE AS TO THE VENUE OF ANY SUCH
SUIT,  ACTION OR  PROCEEDING  BROUGHT  IN SUCH  COURT OR THAT  SUCH  COURT IS AN
INCONVENIENT FORUM.









         The undersigned parties have executed this Second Amendment as of the
date first set forth above.

                          ConAgra Foods, Inc.



                          By:    /s/ Dwight J. Goslee
                             -------------------------------------
                             Dwight J. Goslee,
                             Executive Vice President, Operations Control
                             and Development


                          HMTF Rawhide, L.P.

                          By:  HMTF FW, L.L.C., its General Partner

                              By: Hicks, Muse, Tate & Furst Equity Fund V, L.P.,
                                  its sole member

                                  By: HM5/GP LLC, its General Partner


                                      By:  /s/ Edward Herring
                                         ---------------------------------------
                                         Edward Herring, Vice President

                          Swift Foods Company



                          By:    /s/ Dwight J. Goslee
                             ---------------------------------------
                             Dwight J. Goslee, President