SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
03/22/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put equivalent position (obligation to sell)	⁽²⁾⁽³⁾	03/22/2004		J⁽²⁾⁽³⁾		1,825⁽⁴⁾		⁽²⁾⁽³⁾	03/22/2007	Common Stock	1,825⁽⁴⁾	⁽²⁾⁽³⁾	1,825⁽⁴⁾	I	By MDM Legacy LLC⁽¹⁾

Explanation of Responses:

1. The Reporting Person owns the Class A limited liability company interests of MDM Legacy LLC, which provide the Reporting Person with a 1% pecuniary interest in the shares of Smithfield Foods Inc. common stock ("Common Stock") held by MDM Legacy LLC 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 agreeement. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by MDM Legacy LLC except to the extent of the Reporting Person's 1% pecuniary interest.

2. On March 22, 2004, MDM Legacy LLC entered into a prepaid variable forward contract ("Contract") with an unaffiliated third party buyer ("Buyer") pursuant to a Master Agreement. The Contract obligated MDM Legacy LLC to deliver to the Buyer up to 182,471 shares of Common Stock (or an equivalent amount of cash, if elected by MDM Legacy LLC) on the Maturity Date of the Contract (i.e., March 22, 2007, or an earlier date if the parties agree to terminate the Contract early) in exchange for a cash payment of $4,107,422. MDM Legacy LLC pledged 182,471 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Master Agreement. MDM Legacy LLC will pay to Buyer all dividends received on the Pledged Shares during the term of the transaction. The number of shares to be delivered to the Buyer on the Maturity Date is to be determined as follows, on the basis of the share prices of the Common Stock: (i) If the closing price per share of the Common Stock

3. (continuation of prior footnote) on the Maturity Date (the "Settlement Price") is less than or equal to $25.85 (i.e., the "Floor Price," which price was determined on the date of entering into the Contract), MDM Legacy LLC would deliver to the Buyer the entire amount of Pledged Shares; (ii) If the Settlement Price is between the Floor Price and $33.61 (the "Cap Price"), MDM Legacy LLC would deliver to the Buyer a number of shares determined by multiplying the Pledged Shares by a number equal to the Floor Price divided by the Settlement Price; (iii) If the Settlement Price is greater than the Cap Price, MDM Legacy LLC would deliver to the Buyer a number of shares determined by reference to a formula specified in the Contract that would result in MDM Legacy LLC being obligated to deliver fewer than the number of Pledged Shares.

4. This amount reflects the Reporting Person's beneficial 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)	03/24/2004
	** 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.