================================================================================

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

                                 SCHEDULE 14D-9
                                 (RULE 14d-101)

                   SOLICITATION/RECOMMENDATION STATEMENT UNDER
             SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                                    IBP, INC.
                            (Name of Subject Company)

                                    IBP, INC.
                      (Name of Person(s) Filing Statement)
                             ----------------------

                     Common Stock, Par Value $0.05 Per Share
                         (Title of Class of Securities)
                             ----------------------

                                    449223106
                      (CUSIP Number of Class of Securities)
                             ----------------------

                              SHEILA B. HAGEN, ESQ.
                                 General Counsel
                                    IBP, inc.
                             800 Stevens Port Drive
                             Dakota Dunes, SD 57049
                            Telephone: (605) 235-2061

   (Name, Address and Telephone Number of Person authorized to Receive Notice
                                and Communication
                  on behalf of the Person(s) Filing Statement)

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

                                 With a copy to:

                              SETH A. KAPLAN, ESQ.
                         Wachtell, Lipton, Rosen & Katz
                                51 W. 52nd Street
                               New York, NY 10019
                                 (212) 403-1000
                             ----------------------

[X]   Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

================================================================================





                      Tyson and IBP Announce New Directors

Springdale, AR---June 28, 2001 Tyson Foods, Inc. (NYSE: TSN) and IBP, inc.
(NYSE: IBP) today announced that two current members of IBP's board of
directors have agreed to join the board of Tyson Foods, Inc. upon completion
of the planned merger of the companies.

John Tyson, chairman, president and CEO of Tyson Foods, said, "We are pleased
that Bob Peterson and Dick Bond have agreed to join our board. We will have many
important decisions as we combine our two great companies. Their insight and
experience will be invaluable."

Bob Peterson, IBP chairman and CEO, said, "I look forward to joining John and
the others to create what I believe will be a global protein powerhouse. The
combined expertise and resources of these two companies will benefit
shareholders, as well as food customers and consumers throughout the world."

About Tyson Foods, Inc.
Tyson Foods, Inc., headquartered in Springdale, Ark., is the world's largest
fully integrated producer, processor and marketer of chicken and chicken-based
convenience foods, with 68,000 team members and 7,000 contract growers in 100
communities. Tyson has operations in 18 states and 16 countries and exports to
79 countries worldwide. Tyson is the recognized market leader in almost every
retail and foodservice market it serves. Tyson's Cobb-Vantress subsidiary is a
leading chicken breeding stock supplier. In addition, Tyson is the nation's
second largest maker of corn and flour tortillas under the Mexican Original(R)
brand, as well as a leading provider of live swine.

About IBP, inc.
IBP, inc., headquartered in Dakota Dunes, South Dakota, is the world's largest
supplier of premium fresh beef and pork products, with more than 60 production
sites in North America, joint venture operations in China, Ireland and Russia
and sales offices throughout the world. The company, which generated annual
sales exceeding $16.9 billion in 2000, employs 52,000 people.

Forward Looking Statements
Certain statements contained in this communication are "forward-looking
statements," such as statements relating to future events and the proposed Tyson
merger with IBP. These forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from historical experience or from future results expressed or
implied by such forward-looking statements. Among the factors that may cause
actual results to differ materially from those expressed in, or implied by, the
statements are the following: (i) the risk that Tyson and IBP will not
successfully integrate their combined operations; (ii) the risk that Tyson and
IBP will not realize estimated synergies; (iii) unknown costs relating to the
proposed merger; (iv) risks associated with the availability and costs of
financing, including cost increases due to rising interest rates; (v)
fluctuations in the cost and availability of raw materials, such as feed grain
costs; (vi) changes in the availability and relative costs of labor and contract
growers; (vii) market conditions for finished products, including the supply and
pricing of alternative proteins; (viii) effectiveness of advertising and
marketing programs; (ix) changes in regulations and laws, including changes in
accounting standards, environmental laws, and occupational, health and safety
laws; (x) access to foreign markets together with foreign economic conditions,
including currency fluctuations; (xi) the effect of, or changes in, general
economic conditions; and (xii) adverse results from on-going litigation. Tyson
undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.

IMPORTANT INFORMATION
        TYSON'S OFFER WILL BE MADE ONLY BY WAY OF AN OFFER TO PURCHASE AND
RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS. MORE DETAILED
INFORMATION PERTAINING TO TYSON'S OFFER AND PROPOSED MERGER WITH IBP WILL BE SET
FORTH IN APPROPRIATE FILINGS TO BE MADE WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC"), IF AND WHEN MADE. SHAREHOLDERS ARE URGED TO READ ANY
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF ANY
FILINGS CONTAINING INFORMATION ABOUT TYSON, LASSO AND IBP, WITHOUT CHARGE, AT
THE SEC'S INTERNET SITE (HTTP://WWW.SEC.GOV). COPIES OF ANY FILINGS CONTAINING
INFORMATION ABOUT TYSON CAN ALSO BE OBTAINED, WITHOUT CHARGE, BY DIRECTING A
REQUEST TO TYSON FOODS, INC., 2210 WEST OAKLAWN DRIVE, SPRINGDALE, ARKANSAS
72762-6999, ATTENTION: OFFICE OF THE CORPORATE SECRETARY (501) 290-4000.

Tyson and certain other persons named below may be deemed to be participants in
the solicitation of proxies. The participants in this solicitation may include
the directors and executive officers of Tyson. A detailed list of the names of
Tyson's directors and officers is contained in Tyson's proxy statement for its
2001 annual meeting, which may be obtained without charge at the SEC's Internet
site (http://www.sec.gov) or by directing a request to Tyson at the address
provided above.

As of the date of this communication, none of the foregoing participants
individually beneficially owns in excess of 5% of IBP's common stock. Except as
disclosed above and in Tyson's proxy statement for its 2001 annual meeting and
other documents filed with the SEC, to the knowledge of Tyson, none of the
directors or executive officers of Tyson has any material interest, direct or
indirect, by security holdings or otherwise, in Tyson or IBP.

This communication is not an offer to purchase shares of IBP, nor is it an offer
to sell shares of Tyson Class A common stock which may be issued in any proposed
merger with IBP. 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.