EXHIBIT 99.3

                             SMITHFIELD FOODS, INC.

                               OFFER TO EXCHANGE
                 $300,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
                      8% SENIOR NOTES, SERIES B, DUE 2009
                       IN RELIANCE UPON AN EXEMPTION FROM
                     REGISTRATION UNDER THE SECURITIES ACT
                              OF 1933, AS AMENDED
                                   FOR UP TO
                 $300,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
                                ITS OUTSTANDING
                      8% SENIOR NOTES, SERIES A, DUE 2009

To Our Clients:

   Enclosed for your consideration is a Prospectus dated        , 2001 (as the
same may be amended or supplemented from time to time, the "Prospectus") and a
form of Letter of Transmittal (the "Letter of Transmittal") relating to the
offer (the "Exchange Offer") by Smithfield Foods, Inc. (the "Issuer") to
exchange up to $300,000,000 in aggregate principal amount of its 8% Senior
Notes, Series A, due 2009 in reliance upon an exemption from registration under
the Securities Act of 1933, as amended (the "Senior Notes"), for $300,000,000
in aggregate principal amount of its 8% Senior Notes, Series B, due 2009 (the
"Exchange Notes").

   The material is being forwarded to you as the beneficial owner of Senior
Notes carried by us for your account or benefit but not registered in your
name. A tender of any Senior Notes may be made only by us as the registered
holder and pursuant to your instructions. Therefore, the Issuer urges
beneficial owners of Senior Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such registered
holder promptly if they wish to tender Senior Notes in the Exchange Offer.

   Accordingly, we request instructions as to whether you wish us to tender any
or all Senior Notes, pursuant to the terms and conditions set forth in the
Prospectus and Letter of Transmittal. We urge you to read carefully the
Prospectus and Letter of Transmittal before instructing us to tender your
Senior Notes.

   YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER
TO PERMIT US TO TENDER SENIOR NOTES ON YOUR BEHALF IN ACCORDANCE WITH THE
PROVISIONS OF THE EXCHANGE OFFER. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on [   ], 2002, unless extended (the "Expiration Date").
Senior Notes tendered pursuant to the Exchange Offer may be withdrawn, subject
to the procedures described in the Prospectus, at any time prior to the
Expiration Date.

   If you wish to have us tender any or all of your Senior Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. The accompanying
Letter of Transmittal is furnished to you for informational purposes only and
may not be used by you to tender Senior Notes held by us and registered in our
name for your account or benefit.


                                  INSTRUCTIONS

   The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Smithfield
Foods, Inc.

   This will instruct you to tender the principal amount of Senior Notes
indicated below held by you for the account or benefit of the undersigned
pursuant to the terms of and conditions set forth in the Prospectus and the
Letter of Transmittal.

  1. [_Please]tender my Senior Notes held by you for my account or benefit.
       If I wish to tender less than all of my Senior Notes, I identified on
       a signed schedule attached hereto the principal amount of Senior Notes
       to be tendered, in integral multiples of $1,000.

  2. [_Please]do not tender my Senior Notes.

Date:[   ], 2001

                                          -------------------------------------
                                          -------------------------------------
                                          Signature(s)

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                                          -------------------------------------
                                          Please print name(s) here

   If you have marked Box Number 1 above, unless a specific contrary
instruction is given in a signed Schedule attached hereto, your signature(s)
hereon shall constitute an instruction to us to tender all your Senior Notes.