Filed by Tyson Foods, Inc.

                      Pursuant to Rule 425 under the Securities Act of 1933
                            and deemed filed pursuant to Rule 14a-12(b) and
                   Rule 14d-2(b)  under the Securities Exchange Act of 1934

                                                 Subject Company: IBP, inc.
                                                 Commission File No. 1-6085

                                                          December 12, 2000


                                TYSON FOODS

                             December 12, 2000
                               9:30 a.m. CST



Coordinator    Thank you all for holding.  I would like to remind everyone
               that you will be on a listen-only mode until the question
               and answer portion of today's call.  Today's call is being
               recorded on behalf of Tyson Foods.  If you have any
               objections, please disconnect at this time.  I would like to
               turn the call over to Mr. Gottsponer, Director of Investor
               Relations.

L. Gottsponer  Thank you, Kevin.  Good morning, and thank you all for
               joining us here today to talk about the commencement of our
               cash tender offer for IBP.

               With me this morning are John Tyson, our Chairman, President
               and CEO; Greg Lee, our COO; and Steve Hankins, our CFO.

               In just a few moments, we are going to hear some remarks
               from both John and Steve, and then we will take some
               questions.  However, since we are here to talk about the IBP
               transaction, we won't be taking questions on our existing
               chicken business.

               Also, I want to remind you that some of the things we are
               going to talk about today are going to be forward-looking
               statements.  That means those statements are subject to
               risks and uncertainties which could cause actual results to
               vary.  So, I want to encourage you to review the list of
               those risks and uncertainties in yesterday's press release.
               So, with that, I'll turn it over to John Tyson.

J. Tyson       Well, good morning, everybody.  I thank you for your time
               this morning to let us share with you our thoughts about
               the great opportunity that exists between Tyson Foods and
               the great folks at IBP.

               When you think about this combination, the first thing that
               comes to mind is the uniqueness of it.  The once in a
               lifetime opportunity to create the world's largest marketer
               of poultry, beef and pork into the retail sector, into the
               food service sector, into the club store sector, and, of
               course, internationally.


               With Tyson, we have the unparalleled ability to develop
               branded food products and market them successfully through
               all those distribution channels.  With IBP, you see the
               leader out there in the beef and pork sector who's poised to
               enter into those distribution channels, as they have worked
               very hard to upgrade their product mix.  When you put Tyson
               and IBP together, what you're getting is not only the
               operational excellence of the two companies, but you're
               getting the market product development leaders within the
               sector.  Combined with us, we believe we will be able to
               take the IBP concept and accelerate it through the food
               service distribution system, through the retail distribution
               system, and through the club store distribution.

               Together, we're positioned to capture a significant market
               in developing those products, both beef and pork, for those
               customers.  It also allows us the ability to manage the
               entire meat case for customers.  When you think about that,
               I get the vision that, instead of just being a sub-segment
               of the protein category with poultry only, we will now have
               all three of the major proteins within the protein category.
               To a degree, we will have the Proctor & Gamble effect of
               managing a whole category.  So, when we go to a customer in
               food service, or we go to a customer in retail, or we go to
               a customer in club stores, we can get in there and say let's
               manage your whole protein category.  Let's work together as
               partners.  Because as the retail business consolidates, as
               the food service business consolidates, and as the club
               store business has great competitors out there, we will be
               better positioned, Tyson Foods and IBP together, to go to
               those customers and manage the whole category on a go-
               forward basis.

               The only reason we are going to be able to manage that whole
               category on a go-forward basis is there are two strong
               management teams in place.  When you look at the team that
               has been created at IBP, they understand their business,
               they are low cost producers, they have spent the time and
               the money to position themselves to start the work on
               upgrading their product mix.  We went and visited with the
               IBP management team last Friday, and we are starting to see
               substantial synergies, and we will speak to those a little
               bit later on in our conference call.  I think when you look
               at the models out there, you will see what it will do for
               our earnings per share, and you will see what it will do for
               cash flow on a go-forward basis.














               So, when you look at the combination and the uniqueness of
               Tyson and IBP and what we can do together in the
               marketplace, with our leadership position on how to service
               customers, how to sell customers, how to take products to
               the customer place, married with the scale of IBP in beef
               and pork, you can see the acceleration of opportunities and
               you can see the acceleration.  We get more enthused each and
               every day when we look at the combinations.  Then, when you
               add in the food brands component of IBP and the wonderful
               brands that they have over there, and some of the leadership
               positions they have there on these regional brands that we
               can then fold out into our national distribution, you see
               the opportunity for margin enhancement and you see the
               opportunity for sales growth.

               With that, I want to turn it over to Steve.  He is going to
               speak to you on some of the financials as we move forward,
               and then, after that, we will take some questions and look
               forward to an open dialogue with each and every one of you.

S. Hankins     Good morning.  I want to speak to a couple of things.  The
               first being discussion of the synergies that we have
               identified.  We are well into the due-diligence process, as
               you would expect, from the fact that we have commenced the
               cash tender today.  We have met with the management, we have
               discussed and compared strategy and operations, and we feel
               like we have identified at this first cut several areas of
               synergies that we can attack.  We expect those synergies to
               range in the neighborhood of $100 million on an annualized
               basis.  We expect to achieve half of those in the first
               twelve months of operation and move very quickly in the next
               twelve months to the full $100 million.

               As you might expect, we find these synergies in a number of
               areas.  Tyson has a history of acquisitions.  We have bought
               several major companies in the past.  We have worked through
               synergy issues many, many times and have a good base of
               experience to draw from to identify synergies.  Of course,
               you look in obvious categories, and so we have identified
               procurement, G&A support services, logistics and supply
               chain areas as areas of synergy.

               As we look in procurement, there are opportunities certainly
               in packaging material.  A simple statement of fact is that
               Tyson and IBP both are among the largest users of corrugated
               in the nation.  We use separate vendors today.  Maintenance
               and repair items, an area that Tyson has been focused on in
               the last couple of years, we continue that focus.  Operating
               supplies, rolling stock, and our focus that we have on
               energy cost management, all we think will play very, very
               well.









               As you look in G&A support services, public company
               expenses, corporate accounting, audit fees, and those sort
               of things, leveraging information technology is a theme that
               we see that plays throughout IBP/Tyson combined operations.
               Risk management is another area that we see possible
               synergies in.

               Logistics and supply chain, transportation and warehousing,
               both are core strengths of Tyson Foods.  Whether it is
               traffic planning and fleet operations, our abilities
               internationally and the way we handle ocean freight, and the
               synergies the combined companies would have in regard to
               that, warehousing operations is where we are very strong
               with information technology. We are able to take orders
               electronically, and view inventory and such things, combined
               with capabilities IBP already has, we believe that there are
               synergies there.

               As we think about the food brands companies, and food brands
               being primarily food service-oriented type of companies,
               this plays very strongly into the core strength of Tyson
               Foods which is food service.  We've had a strong experience
               in integrating companies and finding synergies around those
               types of companies.  So, as we look at the food brands
               companies combined with Tyson's food service background,
               combined with Tyson's information technology base that we
               already have established, combined with Tyson's supply chain
               capabilities, we see very strong synergies particularly in
               that area.

               As you look at sales and marketing, and what John alluded
               to, there are top line leverage opportunities that we have
               in sales and marketing, related in going to the customers.
               So, a number of areas, we have looked very hard at those.
               Not going to go into specific numbers in specific areas, but
               we have taken a very hard look to date, based on
               conversations with management and our background in
               combining companies, to come up with those numbers.

               The second topic I would like to talk about is why we are
               doing the cash tender at this point in time and some basics
               about our offer that we feel are very important for you to
               understand.

               The reason why we are doing the cash tender now is that we
               are basically ready to go.  We are well into the due-
               diligence process, and we are very prepared to make this
               offer today.












               This offer also starts the clock running as to regulatory
               issues.  We have a high degree of confidence in this offer
               in regards to the regulatory issues that might be raised.
               We feel like we will get through the process quickly, within
               15 to 30 days, and we want to get that clock started.  We
               feel that a long, drawn out process of this is not in the
               best interest of anyone, particularly the management,
               employees of IBP, their suppliers and their vendors, and so
               forth.  We think that a long, drawn out process is not in
               their best interest.

               What we provide in this deal is certainty.  We can make the
               cash tender offer today, we get the clock running on
               regulatory issues, we feel very confident within 15 to 30
               days that we will be past that hurdle.  Our offer brings
               certainty in the cash component that we bring to the table.
               The cash tender today certainly is evidence of that.  We are
               moving very, very quickly through the process.  We feel that
               for a large number of reasons that Tyson is uniquely
               positioned to bring shareholder value in this deal compared
               to the other alternatives on the table.

               When you look at financials on a go-forward basis, and we've
               talked about synergies, numerous analysts have published and
               commented around accretion, and we spoke to significant
               accretion, and certainly as you follow those analysts
               comments and look at numbers, you see accretion on both a
               GAAP and a cash basis of over 30% on an annualized basis as
               you look into that first year of operations.  So, we have a
               very, very strong deal on the table, we bring certainty to
               the table, and we bring our experience in combining
               companies.  Tyson primarily has grown from acquisition.  We
               bring the experience of combining companies, in our view, to
               the synergy from Tyson's strong operations base into this
               deal.

               With all that being said, we will now open up for questions.

Coordinator    Thank you, sir.  Our first question comes from John McMillan
               of Prudential Securities.

J. Tyson       Good morning, John.

J. Cantor      Good morning.  John, it's actually Jeff Cantor.  I think
               John will hop on in a second.

               Quick question for you, you've had John meet fresh meat
               businesses before and they didn't work out all that well.
               Now, you are buying the biggest fresh meat company and you
               suggest that this is a once in a lifetime opportunity.
               Obviously, Dick Bond and Bob Peterson will be a big part of
               this new entity, but what assurances can you give us that
               they are actually going to stick around, because they will
               be a big part of the success of this acquisition?






J. Tyson       I think, and you used the word fail, Jeff, and so I will
               disagree with that.  When you look back on the fresh meat
               business, we did not have fresh beef.  We only had fresh
               pork.  When you look at the separation of the two, in our
               beef side, we were basically the leader with our Quick To
               Fix brand in chicken fried steaks, and center of the plate
               type items.  We knew how to sell them.

               As for our fresh pork business, we were starting to learn
               about how to sell pork.  And if you go back, you will see
               that Tyson Foods was the first person to introduce case-
               ready pork.  So, we were the leader in trying to develop
               those things.

               In 1993 and 1994, we looked around and said you have to have
               scale and you have to have size to compete in these
               businesses.  I now know what it might feel like if you are a
               smaller poultry player competing against Tyson Foods' size
               and scale.  It gives you things to do when you go to the
               marketplace so that you can service 100% of a customer's
               needs.

               So, in the past, not having that scale, we were not able to
               take advantage of the strength of Tyson Foods and being able
               to supply to our customers what they have come to expect
               from us, which is to service all of their needs, not part of
               their needs.  So, we exited those businesses and we worked
               hard on building our poultry businesses.  You've seen the
               progress we have made in the last year in our poultry
               business.  And along come the great folks at IBP, who
               historically have recognized the unique opportunity.  If you
               can put the leading poultry guy together with the leading
               beef and pork person, and then take the strengths of the
               individual companies, marry them together and go to the
               marketplace with the opportunity to meet a customer's 100%
               needs.   So, when I look at that from that point of view,
               that is where the confidence comes from.

               Secondly, when you look at the progress that Dick and Bob
               and his management team have made, and moving from being
               basically a fresh meats company into doing case-ready meats,
               they are the leader in getting started that, especially with
               their Thomas E. Wilson brand.  Then, look at the products
               and the brands they have accumulated over in their food
               brands division, they have a range of them, from Russer to
               Wilson to Fred's to Cohan's to Barney's to Dedoscasil,
               they've got a wide range of brands over there, that with our
               expertise in food service, when you put them together with
               their depth of management and our depth of management, you
               can just accelerate the base and the foundation that Dick
               and Bob have put together.  When you talk to Dick and Bob,
               they get excited about it and their management team gets
               excited about the opportunity of these two companies to come
               together.






               We've always told ourselves that if a unique opportunity
               came along to put ourselves in the position to be number one
               in the whole protein sector, we would look at it.  This
               opportunity has come today for us to look at.

               As to your question about Dick and Bob, they are as enthused
               about this opportunity and they want to see their vision.
               I'll hurry along to say, Tyson Foods and IBP have had on and
               off conversations for the last two, three, four years, and
               so they have the same vision from their viewpoint.  They are
               just enthused about how does it work, how do we grow our
               business, and then how do we take the strengths and leverage
               them together and then build off this base of business.

               I will give you an example from the poultry side.  When we
               have fresh chicken in a grocery store matched up with our
               frozen food items in that same grocery store, we get about a
               25-30% increase in unit sales of those products.  So, you
               can see where Dick and Bob are headed.   They get case-
               ready, branded Thomas E. Wilson beef and pork out there in
               the stores, and then from there they come right behind with
               the linkage to the next generation of products to build off
               of that.  So, you can see they are headed right down the
               road and right down the path we were eight  or ten years
               ago.

J. McMillan    John, this is John McMillan.  You just have a verbal
               assurance that Dick and Bob are going to stay, is that
               correct?

J. Cantor      He means, was there a contractual agreement?

J. McMillan         It's too early for a contract, you just have their
verbal assurance?

J. Tyson       Guys, I know Dick Bond and I know Bob Peterson.  I have
               enough confidence that those guys are going to help us drive
               this vision.

J. McMillan    Okay.  On terms of the earnings accretions, Steve, the 30%
               earnings accretion, are you using the assumptions that were
               in the various documents filed by IBP, or are you using your
               own assumptions?

S. Hankins     We are using our own assumptions.  We certainly started from
               the base of theirs, but our conversations and studies have
               led us to our own assumptions.

J. McMillan    Which are closer to management's numbers, and not the DLJ
               Group make-believe numbers?  Which ones are you using of
               those two?

S. Hankins     We started there from a base and developed our own, and
               that's all I am really prepared to go into right now.






J. McMillan    Okay, thanks a lot.

Coordinator    Thank you, our next question comes from John Bierbusse of
               A.G. Edwards.

J. Tyson       Good morning, John.

J. Bierbusse   Good morning.  They even got my name pronounced right, so
               it's a record day here.

               In this year of so many buyouts in the food industry,
               hearing talk about synergies and cost savings has become
               fairly routine.  My concern is, or question rather, is
               wondering how you can ensure that these cost savings can
               really be retained and reported for the benefit of
               shareholders over the long haul and not be competed or
               eroded away in the marketplace?

S. Hankins     Well, John, this is Steve, let me speak to that in a couple
               of ways.  First of all, it is important to note our deal
               works without any synergies.  Our synergies conversations we
               have had to date are based upon discussions we have had with
               management and our history with doing synergies with
               companies.  Of course, in the latest acquisition of Hudson
               Foods, we were very careful in engaging those synergies.
               You can go back through numerous past acquisitions where we
               have been involved in the identification of synergies.  So,
               our view of synergies is a very reasoned and very thought
               out view.  It is not a simplistic take of some percentage of
               sales and say it must be there somewhere in all the obvious
               spaces.

               We have looked at this pretty hard and we know what is there
               today, and we certainly expect as we get even more under the
               covers and work with their management, that there could well
               be more there.

J. Bierbusse   My question doesn't really center on the identification of
               cost savings at the get-go, at the here and now.  It is more
               to the point of wondering several quarters down the road or
               a year down the road, to be convinced that these cost
               savings will really flow through your financials for the
               benefit of shareholders.  I don't mean to pick on you.  I
               think that is something that would be true of many other
               food company acquisitions.

J. Tyson       John, John Tyson here.  I think the way that you'll see that
               question is the way we have managed our business the last
               two years, which is excess cash goes toward debt reductions.
               That is the way you will be able to see it flow through.
               That is where you will see it go.









               I think, as Steve stated before, our models have been run on
               a no-synergy opportunity.  Unlike some other folks who are
               out there who plug the number in to make their numbers look
               good for Wall Street, we know where our numbers are.  We
               have confidence in our numbers.  Any and all synergies are
               actually a bonus to us.  We are going to use the synergies
               to pay down debt to get our balance sheet back to a point
               where you guys say to us, "Well now what are you going to do
               with your excess cash?"

               So, first thing we will do with the excess cash in the
               synergy forms or in increased earnings will be to pay down
               debt and from there we will take on the next question of
               what are you going to do with the excess cash.

J. Bierbusse   Okay.  Thank you very much.

Coordinator    Thank you.  Our next question comes from Christine McCracken
               of Midwest Research.

C. McCracken   Good morning.

J. Tyson       Good morning, Christine.

C. McCracken   I was wondering if you could speak to, one of the large
               shareholders has spoken out in favor of the deal.  Have you
               had the opportunity, at this point, to speak with any of the
               other larger shareholders and could you give us any
               indication as to what the outlook is there?

S. Hankins     Christine, this is Steve.  We have taken numerous calls from
               shareholders of IBP and the response we have gotten has been
               overwhelmingly favorable.

J. Tyson       Christine, John here.  I think it's interesting when you
               look at it.  As the deal is structured today, people are
               going to wind up basically with one share of Tyson stock and
               they are going to have cash in their pocket, which is not a
               bad deal here at Christmastime.  You will own part of a
               great company and you got a little spending money for next
               year.

S. Hankins     The certainty our deal offers is thing one that has been
               referenced in the majority of those conversations.  The cash
               component, the speed on which we are going to be able to
               close, and then people move very quickly on to just the
               obvious possibilities of having the largest chicken, beef,
               and pork company.

C. McCracken   Okay.  You have pointed out, obviously, that this deal at
               this level is quite accretive.  Let's say that one of the
               other bidders raises their bid, what is your capacity to go
               higher from here?







S. Hankins     Well, Christine, as we look at our bid today, we are very
               pleased with our position.  We have a very strong bid on the
               table.  We have got the advantages of certainty.  I guess we
               will face the future when the future comes, but today, we
               are very content with our position.

J. Tyson       And Christine, when you look at the strength of our bid
               versus the other two bids that are out there, not only is
               our bid better, but when you go to certainty of closure, we
               believe we can close in 30 to 45 days.  It let's all of us
               get on to our business.  It let's us to start to take
               advantage of the opportunities.  When you look at one of the
               other bids, it is probably going to be 9 to 12 months to
               close.  And then, in fact for them to close, they have got
               to dismantle the company they are trying to put together.
               So, we have got, I believe, the upper hand.

C. McCracken   Okay, and then one final question.  Obviously, there have
               been some concerns regarding concentration in agriculture
               raised by some of the industry people, i.e. policy makers.
               I am wondering is there anything real there?  Have you done
               anything or taken any steps to alleviate or allay any of
               these concerns?

J. Tyson       When you look at the Tyson/IBP combination, it would still
               leave two people out in Iowa buying hogs, versus a
               Smithfield/IBP combination would just leave one buyer of
               hogs out there in the Midwest.  We have expressed those
               ideals in Washington.

               When you run the indexes, the indexes, based on all the
               technical models, say that our deal is okay and has no
               regulatory issues.   So, we are comfortable, and we get that
               advice in a deal this size from three  or four  different
               points of discussion on it.  So, we are comfortable that the
               ideal of starting the tender offer would get the regulatory
               process started, would get this underbrush cleared out of
               the way so we can get on to the point of putting two great
               companies together and two great management teams together.
               Then, we can take advantage of the opportunities that we
               see, and the opportunities that the management team and IBP
               sees together, and get on about the business of selling more
               pork and selling more beef, and taking products and putting
               them in convenience forms for the customers, starting the
               next generation of fully cooked items in the beef industry
               and the pork industry.

               We are all about how to sell more protein together of beef,
               pork and chicken to the customers in the forms that the
               customers are coming to expect, which is highly quality food
               in a convenience form so they can spend more time with their
               families.

C. McCracken   Thank you.






  Coordinator  Our next question comes from Jane Merring of Salomon Smith
               Barney.

J. Merring     Good morning.  First of all, maybe I missed something, I was
               on an airplane to Australia, but Smithfield is still engaged
               in a due diligence process and as far as I know they haven't
               gone away.  Is that correct?

J. Tyson       That would seem to be the case.  Yes.

J. Merring     So sort of technicality, but you're engaging in this tender
               offer.  Why would a shareholder tender now if they think
               that there's a possibility that let's say Smithfield were to
               change its bid or raise its offer while there's still a
               sense that there's a competition alive. I'm not quite sure,
               it's a little strange to me that you'd be doing a tender
               now.  Does this tender go away if people don't tender now or
               what are you saying?

S. Hankins     The reason we're doing the tender now is that we're far
               enough along in due diligence and that our vision of this
               combination is to be in a position to do this.  Our tender
               brings certainty to the table.  We think that's what the
               shareholders are looking for.

J. Merring     I understand.  But let's say there's a counter party out
               there who decides to raise their bid or change their terms
               of the bid, meaning that suddenly your offer is not
               "superior," what happens to the tender?

J. Tyson       Well that would be up to the option of the shareholder at
               that time.  They could either leave their tender with us or
               they could pull down their tender and look at the other
               deal.  I think it comes back to we can move with certainty,
               we can move with closure.  The IB shareholders can get their
               cash in their hand, they can start to do something with that
               cash.  They're going to wind up with one share of Tyson
               stock.

J. Merring     I understand the terms.  So it's revocable for the
               shareholder?

J. Tyson       Yes.  And when you read the tender offer it's subject to the
               IB Board of Directors coming through on the final closure of
               the situation.  So, our deal's all about putting two great
               companies together, growing the business and it's not about
               dismantling companies.

J. Merring     No, I'm not questioning that.  I was asking technically.

               Secondly, I was confused between, you talked at one point
               about 15-30 days you can complete the process and then in
               answer to the last question you were talking about certainty
               of closure 30-40 days.  What are those two different time
               periods?





S. Hankins     The 15-30 days would be the timeframe to complete the
               regulatory.

J. Tyson       First 15-30 days is the regulatory proceedings in
               Washington, to go through the Hart Scott period.

J. Merring     Well let me just interrupt you there.  I cover the package
               food stocks, I cover General Mills.  They're trying to close
               a deal with Pillsbury where there aren't really any
               noticeable, there are some overlaps, but they've just said
               their deal was pushed out 6-10 weeks because common wisdom
               that "nothing happens in DC through the end of this year."
               I mean, 15-30 days is an outstanding pace.

J. Tyson       It is, but let's give you kind of the technical walkthrough.
               So we've got somebody here that understands the technical
               mechanism will walk you through it.

L. Baledge     This is Les Baledge.  I'm the General Counsel for Tyson
               Foods.  You are correct in that the typical time period for
               a Harts-Scott Rodino review is a 30 day time period;
               however, there is a special rule for tender offers which
               triggers a 15 day requirement on behalf of the Justice
               Department or the FTC, depending upon the reviewing agency
               to respond.  And as John has indicated, we believe this
               simply doesn't effect the Herfendahl or other indexes and we
               are expecting a prompt, positive result.

J. Merring     Okay, so what you're saying is that when you do a tender, it
               obligates Justice to make some sort or ruling in 15 days.
               They could either say nothing and let it go or they could
               ask for more information?

L. Baledge     That's correct.

S. Hankins     So Jane, do you see, the regulatory portion of this and the
               cash tender portion of this very tightly overlaps.

J. Merring     Okay.  But basically if the states, and I understand what
               you're saying on the Herfendahl's and the models, but this
               can get fairly politicized if the states were to jump up and
               down here and demand that Justice take a closer look.  You
               would just have to hear that they're taking a closer look in
               15 days?

J. Tyson       That's a possibility.  But based on our conversations we've
               had around in Washington, based on explaining it to our
               viewpoint up there which is nothing really changes in a
               Tyson/IBP combination.  You're still going to have IBP out
               there buying cattle, you're still going to have IBP out
               there buying their animals from the independent producer out
               there in the world, whereas maybe a possible other
               combination requires dismantling.







J. Merring     Well I don't think selling to pork plants is dismantling.  I
               mean, I'm not defending one deal or the other, but I think
               it's sort of an extreme statement.  But nonetheless, the
               point I'm getting at is that we can sit here and say there's
               no direct overlap in pork, there's still two buyers for hogs
               in Iowa, but you can't be so naive to think that this isn't
               going to be a point of political grandstanding for a lot of
               state and local regulators and senators.  So have you had
               conversations with Wellstone, with Glickman, with all these
               people who like to jump up and down about these things that
               you really think in 15 days you're going to have approval or
               lack of request for further information?

J. Tyson       Well, we've given you our answer and we've tried to point
               you in a direction where we've had our conversations, we've
               tried to give you the assurances based on our dialogue that
               we've had with people both at a state level and at a
               Washington level and the indications of where we are.  I
               don't know what other answer you would like from us at this
               point.

J. Merring     It's just a little contrary to some of the public statements
               that they've made.  I guess lastly my question is, your
               assertion about synergies, especially top line, Con Agra, as
               you know, has beef, pork, chicken, turkey under one roof.
               It hasn't really been clear to the Street that they get a
               lot of overlap or benefits from being in all three
               businesses.  How is your model going to be different?

J. Tyson       Well I'd state that very simply.  I wouldn't trade our
               chicken business for any other chicken business out there
               and I would not trade IBP's beef or pork business for any
               other pork business out there.  So I think that the key
               differentiator here is that you are dealing with the
               strongest players in those arenas that bring the most to the
               consumer and the marketplace and run the best companies.

J. Merring     So it's a question of management is what you're saying and
               being number one, that's really going to make the
               difference?

S. Hankins     Well, you have what you have.  And as I say, I wouldn't
               trade the chicken component, the beef component or the pork
               component for any other one out there, nor the management
               teams.

G. Lee         This is Greg Lee.  I think from our perspective, we have the
               number one branded chicken and IBP has set down the road to
               establish themselves as the number one in case ready,
               prepared products for the retail/supermarket industry, the
               fresh meat case both in fresh products and fully prepared.
               We think there's great synergies there and we think you're
               going to have the two strongest players.  There's no one
               else that's really doing that in scale.  We believe that we
               can do it.





               I might also add that your comments with regard to the
               concentration in pork industry and the question as to
               whether Smithfield might have to liquidate some plants, that
               represents anywhere from a third to 50% of their pork
               capacity.  I would think that's a fairly substantial issue.

J. Merring     Fifty percent of their own, not combined?

G. Lee         We're talking about IBP.

J. Merring     Okay, thank you so much.

Coordinator    Our next question comes from Nick Siano of Bear Stearns.

N. Siano       I just wanted to note, is this $26 offer subject to
               completion of your due diligence?  Or is this solid and any
               further due diligence will not affect the offer price?

J. Tyson       We'll continue to keep doing due diligence.  I mean, that's
               just the responsibility of good management teams.

N. Siano       I realize that, but is the tender offer itself, is the price
               of the tender offer or the tender offer itself subject to
               completion of due diligence?

J. Tyson       Not a condition.

N. Siano       When do you anticipate filing the Hart-Scott Rodino filing?

J. Tyson       Today probably before business close.  And if we don't get
               it finished today, it will be first thing in the morning.
               Paperwork's underway.

N. Siano       Thank you very much.

Coordinator    Our next question comes from Larry Luciavner of UBS Warburg.

L. Luciavner   Just a question, just to get back to the 30% accretion.  Is
               that based on 2000 numbers, 2001 numbers?  What is that
               actually based on?

S. Hankins     It's based on 2001 estimates.

L. Luciavner   Thank you.

Coordinator    Our next question comes from John McMillan, Prudential
               Securities.

J. Cantor      It's Jeff Cantor again.  Any willingness by management to
               widen the collar with your stock trading below $12.00?

J. Tyson       We don't know where the stock is today.  I think we've only
               got into the process for a week and we'll just see how the
               situation plays out.  But based on today, we have the best
               deal on the table.





J. Cantor      Thank you.

Coordinator    Our next question comes from Alex Shulgner of Seneca.

A. Shulgner    Just wanted to understand when you expect to hear from
               Special Committee at IBP and what the next steps are in that
               regard.

J. Tyson       Before we mailed out our tender offer, I called the
               chairperson of the Special Committee and visited with them
               and told them that this letter was coming to their direction
               and we would start this process trying to clear out the
               underbrush so we can get certainty and we can get closure,
               both for the benefit of Tyson Foods and both for the benefit
               of the IBP shareholders and the management team.  I would
               assume that the Special Committee in their wisdom and their
               judgment are having conversations as we speak and would look
               forward for their call back to us. But we talk with the
               Special Committee on an as need basis and we called them
               last night and shared with them what we were going to be
               doing this morning, and then sent them a copy of the press
               release and the tender offer and they have that in their
               hand.

A. Shulgner    And when you say "clear out underbrush," you were referring
               to the regulatory issues there?  Or is there anything else
               that you're thinking of that starting this process does?

J. Tyson       Primarily the regulatory issues, so we can start to get
               those issues clarified.

A. Shulgner    Thank you.

Coordinator    Our next question comes from Terrell Armstrong of Ohio
               Teachers Association.

T. Armstrong   Your press releases have stated that this deal is not
               intended upon financing; however, when I kind of look at the
               numbers using your existing line of credit of about a
               billion with $260 million of CP outstanding, that leaves you
               about $740 million of available funds.  Where is the balance
               going to come from for the cash portion of your tender?

S. Hankins     Certainly we're working with our banks with those
               arrangements, so we will rework our credit situation and not
               have an issue there.

T. Armstrong   So you're increasing the size of those lines.  Is that what
               I take away from that?

S. Hankins     That would be correct.

T. Armstrong   When is that expected to be completed?

S. Hankins     Well, our offer is not contingent on financing, so we're
               ready to go on an as needed basis.



T. Armstrong   So they would grant you the increase in the size of the
               line?

S. Hankins     That would be correct, yes.

T. Armstrong   Next question, in your total debt number it seems like
               there's about $110 million of institutional notes.  Are any
               of those notes dependent upon Tyson remaining single A
               rated?

S. Hankins     No.

T. Armstrong   Could you talk a little bit about how you plan to fund the
               IBP's cap ex, which I think their plans before were to spend
               about $2 billion over the next five years.  Is that going to
               remain in place and how is that going to be funded?

S. Hankins     The cap ex will be funded primarily from cash flows.  And as
               to the IBP plan, I think you're referring to the plan in the
               management estimate and the proxy as to capital spending.
               Certainly, as we get more involved with them, we will
               further define our view to the capital spending plans.

T. Armstrong   Thank you.

Coordinator    Our next question comes from Scott Houlihan of OTA Ltd.

S. Houlihan    I had a question.  If you guys are commencing a tender, am I
               to take it you're having a difficult time getting a friendly
               agreement, because people who are using doing a friendly
               agreement don't commence tenders?

J. Tyson       No, we're having great conversations with the Special
               Committee and with the management team. The singular purpose
               of the tender offer, as was allowed under the
               Confidentiality Agreement, we have the same confidentiality
               agreement as the folks at Smithfield, allows this process to
               start this way.   The reason we chose to start it was to
               start the regulatory clock ticking so we can get on about
               our business and IBP can get on about their business of
               putting these two great companies together and we can start
               to take uncertainty out of the marketplace, we can start to
               take uncertainty out of the IBP management team.  Because
               everybody knows that when your company's for sale, it just
               leaves uncertainty.  Part of the challenge that IBP has is
               deciding on how to run their business.  So what we're trying
               to work with is to get these questions answered in an
               efficient way and in a timely way.  And I think what this
               shows is how Tyson Foods would run the business - make
               decisions, act quickly, act promptly and get on about
               running our business.  That's just a function of starting
               the regulatory clock.

S. Houlihan    When did you guys think you could get a definitive agreement
               signed?






J. Tyson       It really depends on the other side, but I would believe
               that if we get the regulatory clock cleaned here in the next
               30 days, and it's just a matter of us setting down and
               working through the paperwork between the lawyers on both
               sides and reasonable people can work efficiently and get it
               done. But I think fundamentally we're ready to go.

Coordinator    Our last question comes from Alex Shulgner of Seneca.

A. Shulgner    I just wanted to know how many shares of IBP, Tyson and
               affiliates currently own?

J. Tyson       Less than $15 million.

Coordinator    Our next question comes from Mulni Chowdry of UCSG.

M. Chowdry     My question is, when does this cash tender offer become
               unconditional?

J. Tyson       The lawyer's shaking his head here. On the expiration date.

M. Chowdry     When does it become unconditional, on the expiration date?

J. Tyson       On the expiration date.

M. Chowdry     Is it conditional under HSR?

J. Tyson       Yes.

M. Chowdry     If 80% tenders, how much are you going to pay cash?  You
               will pay maximum of 50.1%.

J. Tyson       It will be a prorated formula.

M. Chowdry     And the rest of the people will get shares?

J. Tyson       Correct.

M. Chowdry     And the collar you have on the share portion, is there any
               averaging?  That $12.40 or $15.60 that you compute, is that
               based on average price of Tyson or its spot price?

J. Tyson       It is based on the average of the 15-days closing price
               determined 5 days prior to the closing of the transaction.

M. Chowdry     That would be the closing of the total transaction?

J. Tyson       Of the stock portion.

M. Chowdry     Okay.  Thank you.










J. Tyson       Well I'd like to say thank you to everybody that's on the
               conference call and just tell you that we're excited about
               the uniqueness of Tyson Foods and IBP, the combination of
               the leaders in beef, pork and chicken getting together to
               service our customers in the retail sector and the club
               store sector and the food service sector.  It's all about
               selling more beef, selling more pork, selling more chicken,
               and building to great businesses and servicing the customer
               in the future.  With that we'll wish everybody a happy
               holiday period and good day.

More  detailed information pertaining to Tyson's proposal 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  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 2000 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  2000
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.  Any issuance of Tyson Class A common  stock
in  any  proposed  merger with IBP 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.