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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                               AMENDMENT NO. 3 TO
                                 SCHEDULE 14D-9
                                 (RULE 14D-101)

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

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                                    IBP, INC.
                            (NAME OF SUBJECT COMPANY)

                                    IBP, INC.
                      (NAME OF PERSON(S) FILING STATEMENT)
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                     COMMON STOCK, PAR VALUE $0.05 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
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                                    449223106
                      (CUSIP NUMBER OF CLASS OF SECURITIES)
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                              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)

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                                 WITH A COPY TO:

                              SETH A. KAPLAN, ESQ.
                         WACHTELL, LIPTON, ROSEN & KATZ
                                51 W. 52ND STREET
                               NEW YORK, NY 10019
                                 (212) 403-1000
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| |     Check the box if the filing relates solely to preliminary communications
        made before the commencement of a tender offer.

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      IBP, inc. ("IBP" or the "Company") hereby amends and supplements its
Solicitation/Recommendation  Statement on Schedule  14D-9,  filed by the Company
with the  Securities  and  Exchange  Commission  on July 5, 2001 (as amended and
supplemented,  the "Schedule 14D-9"). This amendment constitutes Amendment No. 3
to the Schedule 14D-9.

      The Schedule 14D-9 is hereby amended and supplemented as follows:

      Item 4(c) of the Schedule 14D-9 is hereby amended and restated to read in
its entirety as follows:

      "Except as set forth below, after reasonable inquiry and to the best
knowledge  of the  Company,  each  executive  officer,  director,  affiliate  or
subsidiary of the Company who or which owns Shares intends to tender such Shares
in the Offer.  The  foregoing  does not apply to any Shares over which,  or with
respect to which, any such executive officer, director,  affiliate or subsidiary
acts in a fiduciary or representative capacity or is subject to the instructions
of a third party with respect to such tender.

      Robert L. Peterson, IBP's Chairman and Chief Executive Officer, plans to
sell  approximately  90,000  Shares (in addition to the 50,000 Shares he sold on
July 18, 2001) in the open market prior to the completion of the Offer.

      Executive officers of the Company may exercise Company stock options and
sell the  underlying  Shares in the open market prior to the  completion  of the
Offer."

      Item 6 of the Schedule 14D-9 is hereby amended and restated to read in its
entirety as follows:

      "No transactions in Shares have been effected during the past 60 days by
the Company or, to the  knowledge  of the  Company,  by any  executive  officer,
director, affiliate or subsidiary of the Company, other than (a) the purchase by
Eugene D. Leman of 43,831  Shares on June 27,  2001  pursuant  to the  Company's
stock option plan, (b) the sale of 50,000 Shares in the open market by Robert L.
Peterson on July 18, 2001 and (c) the  purchase by the Company of 15,000  Shares
in the open market on the first Wednesday of each month to meet the requirements
of the various Company stock grant and option plans."





                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.



Dated:  July 20, 2001                          IBP, INC.



                                               By: /s/ Larry Shipley
                                                  ------------------------------
                                                  Name:  Larry Shipley
                                                  Title: Chief Financial Officer