SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MURPHY MARC D
(Last) (First) (Middle)
P.O. BOX 1087
(Street)
ROSE HILL NC 28458
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SMITHFIELD FOODS INC [ SFD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/16/2004 G(1) V 33,300 D $0(1) 1,114,995 D
Common Stock 03/16/2004 J(2) 266,700 D (2) 848,295 D
Common Stock 03/19/2004 J(3)(4) 264,033 D (3)(4) 2,667(5) I By MDM Legacy LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The Reporting Person transferred 33,300 shares of Smithfield Foods, Inc. common stock ("Common Stock") to MDM Legacy Trust for no consideration on March 16, 2004. The Reporting Person does not exercise investment control over MDM Legacy Trust. The Reporting Person disclaims beneficial ownership of the shares of Common Stock owned by MDM Legacy Trust.
2. The Reporting Person transferred 266,700 shares of Common Stock to MDM Legacy LLC, a Delaware limited liability company, in exchange for the Class A and Class B units representing 100% of the ownership interest of MDM Legacy LLC on March 16, 2004. MDM Legacy LLC was wholly owned by the Reporting Person until March 19, 2004, as described below in footnote 3. The transfer from the Reporting Person to MDM Legacy LLC was a change in the form of beneficial ownership, from direct to indirect, which is exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934.
3. On March 19, 2004, the Reporting Person transferred 100%, subject to subsequent adjustment, of the Class B limited liability company interests of MDM Legacy LLC, which represent 99% of the Reporting Person's pecuniary interest in the shares of Common Stock held by MDM Legacy LLC. At the time of the transfer, the shares of Common Stock held by MDM Legacy LLC represented approximately 77% of the value of the total assets held by MDM Legacy LLC. The MDM Legacy LLC Class B interests were transferred to MDM Legacy Trust in exchange for a promissory note in the amount of $5.0 million, which amount is subject to adjustment based on a valuation prepared by an independent third party. The Reporting Person retains all of the Class A limited liability interests in MDM Legacy LLC, which provide the Reporting Person with a 1% pecuniary interest in the shares of Common Stock held by MDM Legacy LLC
4. (continuation of prior footnote) and the power to transfer the Class A interests in MDM Legacy LLC and to change the manager of MDM Legacy LLC. Dispositive power over the shares of Common Stock owned by MDM Legacy LLC is held by an independent manager, as required under the MDM Legacy LLC operating agreement.
5. This amount reflects the Reporting Person's ownership of 1% of the pecuniary interest of the shares of Common Stock owned by MDM Legacy LLC.
Remarks:
The reporting person may be deemed to be a member of a "group" with Wendell H. Murphy, Wendell H. Murphy, Jr., Harry D. Murphy, Wendy Murphy Crumpler, Joyce Murphy Minchew, Stratton K. Murphy and Angela Norman Brown for purposes of Section 13(d) of the Exchange Act.
Mark Roberts (attorney-in-fact) 03/23/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.