EXHIBIT 3

                           FORM OF STOCK CERTIFICATE


                                 COMMON STOCK
                    A CORPORATION ORGANIZED UNDER THE LAWS
                        OF THE COMMONWEALTH OF VIRGINIA

                            Smithfield Foods, Inc.

                               CUSIP 832248 10 8

                            SHARES OF COMMON STOCK

                      SEE REVERSE FOR CERTAIN DEFINITIONS

  THIS CERTIFIES THAT                                             IS THE OWNER



            FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

                            SMITHFIELD FOODS, INC.

transferable only on the books of the Corporation by the holder hereof in person
  or by duly authorized attorney, upon surrender of this certificate properly
  endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Articles of Incorporation
of the Corporation to all of which the holder hereof by the acceptance of this
certificate assents. This certificate is not valid unless countersigned by the
                                Transfer Agent.

        WITNESS the facsimile seal of the Corporation and the facsimile
                  signatures of its duly authorized officers.

DATED:                     Countersigned:   Computershare Investor Services, LLC
                                            Transfer Agent


                             AUTHORIZED SIGNATURE

By: SECRETARY                      By:   CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                            SMITHFIELD FOODS, INC.

                                  ----------

          A full statement of the designations, preferences, limitations and
relative rights of the shares of each class of stock which the Corporation is
authorized to issue and the variations in the relative rights and preferences
between the shares of each series of Preferred Stock which the Corporation is
authorized to issue so far as the same have been fixed and determined and the
authority of the board of directors to fix and determine the relative rights and
preferences of subsequent series will be furnished the holder hereof without
charge upon request to the Secretary of the Corporation or to the Transfer Agent
named on the face hereof.

          The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

                                           
  TEN COM -- as tenants in common             UNIF GIFT MIN ACT -- . . Custodian . . .
  TEN ENT -- as tenants by the entireties     (Cust) (Minor)
  JT TEN  -- as joint tenants with right of   under Uniform Gifts to Minors
             survivorship and not as tenants  Act . . . . . . . . . . . . .
             in common                                    (State)



     Additional abbreviations may also be used though not in the above list.

          For value received, _____________________ hereby sell, assign and
          transfer unto

          PLEASE INSERT SOCIAL SECURITY OR OTHER
                IDENTIFYING NUMBER OF ASSIGNEE

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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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________________________________________________________________shares of the
capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _______________________________________________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.

Dated ____________________

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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
        WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
        ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER

          This certificate also evidences and entitles the holder hereof to
          certain rights as set forth in a Rights Agreement between Smithfield
          Foods, Inc. and Computershare Investor Services LLC, dated as of May
          30, 2001 (the "Rights Agreement"), the terms of which are hereby
          incorporated herein by reference and a copy of which is on file at the
          principal executive offices of Smithfield Foods, Inc. Under certain
          circumstances, as set forth in the Rights Agreement, such Rights will
          be evidenced by separate certificates and will no longer be evidenced
          by this certificate. Smithfield Foods, Inc. will mail to the holder of
          this certificate a copy of the Rights Agreement without charge after
          receipt of a written request therefor. Under certain circumstances, as
          set forth in the Rights Agreement, Rights issued to any Person who
          becomes an Acquiring Person (as defined in the Rights Agreement) may
          become null and void.

SIGNATURE(S) GUARANTEED ______________________________________________________
                        THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                        GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
                        LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
                        AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                        PURSUANT TO S.E.C. RULE 17AD-15.