8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 1

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 12, 2003

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-15321	52-0845861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Commerce Street Smithfield, Virginia	23430
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (757) 365-3000

Explanatory Note

This Amendment No. 1 to Form 8-K is being furnished to replace Exhibit 99.1 thereto. Due to an error by the filing agent, the Form 8-K was inadvertently transmitted to the SEC before Exhibit 99.1 was finalized.

Item 9. Regulation FD Disclosure.

On November 12, 2003, Smithfield Foods, Inc. (the “Company”) posted to the Company’s website certain operational and financial information regarding Farmland Foods, Inc., including an unaudited income statement for the twelve-month period ended August 31, 2003. The Company purchased substantially all of the assets of Farmland Foods, Inc., the pork production and processing business of Farmland Industries, Inc., on October 28, 2003. A copy of this information is attached as Exhibit 99.1 to this report, and is incorporated herein by reference.

Item 12. Results of Operations and Financial Condition.

See Item 9. Regulation FD Disclosure above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMITHFIELD FOODS, INC.
Date: November 12, 2003	/s/ Daniel G. Stevens
	Daniel G. Stevens Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit 99.1 Certain operational and financial information regarding Farmland Foods, Inc. including an unaudited income statement for the twelve-month period ended August 31, 2003.

EX-99.1

EXHIBIT 99.1

[SMITHFIELD LOGO APPEARS HERE]

FARMLAND FACT SHEET

November 2003

Overview

Farmland Foods produces about 1.8 billion pounds of fresh and branded, processed pork annually. Forty-three percent of production is further processed product and 19 percent is branded fresh pork. For the 12 months ended August 31, 2003, sales were $1.6 billion. The company has 6,123 total employees. Some employees are members of the UFCW.

Farmland Foods operates three slaughter facilities with a capacity of 28,600 hogs a day, or 7.5 million per year. This represents seven percent of total U.S. slaughter capacity for 2002. These plants, along with their processed meats plants, produce cooked hams, spiral hams, fresh sausage, bacon, processed hams, and many cuts of fresh pork, including case-ready fresh pork.

Pork Processing Plants

Location	Capacity (In millions of head per year)
Crete, NE	2.6
Dennison, IA	2.4
Monmouth, IL	2.5
Total	7.5

Processed Meats Plants

Location	Products
Carroll, IA	Cooked hams
New Riegel, OH	Spiral hams
Salt Lake City, UT	Case-ready fresh pork
Springfield, MA	Specialty sausage
Wichita, KS	Processed sausage

Farmland Foods also produces case-ready pork in a plant in Madison, WI. A third party owns the plant and manages the employees. Case-ready pork is pre-cut and packaged fresh meat that is shipped to a grocery store ready for sale. Farmland Foods provides branded case-ready fresh pork to five Wal-Mart distribution centers, primarily in the Midwest and West.

Farmland Foods sells fresh and processed pork – including bacon, hams, sausage, and lunchmeat – into retail, foodservice, industrial, and international channels. The company’s customer list includes some of the most recognized names in the retail and foodservice industries, such as Wal-Mart, Kroger, McDonald’s, Arby’s and Subway. Fresh and processed pork are marketed under the Farmland brand.

2

Products

Farmland Foods is evolving into a value-added pork business, with a growing percentage of sales from branded fresh pork as well as quality processed pork, such as hams, bacon, sausage, and lunchmeats.

Sales by Product
Fresh pork	27	%
Branded fresh pork	19	%
Bacon	13	%
Hams	12	%
Specialty primal cuts	11	%
Sausage	11	%
Deli	6	%
Other	1	%
Total	100	%

Approximately 38 percent of the company’s sales of branded fresh pork are case-ready products pre-packaged at one of the company’s facilities; these products can be placed directly into the meat case upon arrival at the store.

Spiral sliced and cooked hams, bacon and sausage are sold through the retail and foodservice channels. Bacon includes both pre-cooked and ready to cook products. Sausage includes fresh breakfast and dinner sausage, as well as processed sausage, such as lunchmeat and hot dogs. These products are sold into the retail and foodservice channels.

The company’s line of deli meats is marketed under the Carando brand, and is sold primarily into the retail channel in the northeastern section of the United States. Carando is the leading manufacturer of Italian Specialty meats in the United States. Farmland Foods purchased the Carando company in 1991 and merchandises over 300 Carando-brand deli meats, including Genoa and hard salami, prosciutto, pepperoni, and mortadella.

Markets

Core Markets
Boise, ID	Oklahoma
Chicago, IL	Omaha, NE
Denver, CO	Phoenix, AZ
Des Moines, IA	Portland, OR
Milwaukee, WI	Seattle, WA
Minneapolis, MN	Tulsa, OK

3

Sales by Channel
Retail	50	%
Foodservice	31	%
Industrial	13	%
International	6	%
Total	100	%

The largest retail customers are serviced by the company’s national account team, a group created to increase presence in key accounts. Smaller retail accounts are serviced by a base of approximately 60 brokers, who are in turn supervised by a team of regional account managers. The company uses approximately 50 brokers to target customers in the foodservice channel. The brokers are managed by a team of regional and divisional managers dedicated to foodservice. Farmland Foods established the Rib Co. brand to differentiate its quality pork chops and loin back ribs.

Industrial sales are to government entities and to further processors. Sales to International customers are primarily commodity and fabricated pork. Seventy percent of international sales are to customers in Japan.

Livestock Production Group

Smithfield Foods’ Murphy-Brown subsidiary now manages what was previously the Livestock Production Group at Farmland Foods. This involves the production of 1.4 million market-ready hogs annually. Of this volume, 900,000 market hogs are delivered to Farmland slaughter plants and the remainder are custom finished for other production companies. All production is carried out by contract growers.

Forward-Looking Statement

This fact sheet may contain “forward-looking” information within the meaning of the federal securities laws. The forward-looking information may include statements concerning the company’s outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include availability and prices of livestock, raw materials and supplies, livestock costs, livestock disease, food safety, product pricing, the competitive environment and related market conditions, ability to make and successfully integrate acquisitions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions of domestic and foreign governments.

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(table follows)

4

CONSOLIDATED STATEMENT OF INCOME

FARMLAND FOODS, INC.

(Unaudited)

(in millions)	12 Months Ended August 2003
Sales	$	1,616.6
Cost of sales		1,466.2
Gross profit		150.4
Selling, general and administrative expenses		132.0
Interest expense		4.1
Income before income taxes	$	14.3
The results above include the following charges/(credits):
Reorganization and bankruptcy related costs	$	20.9
Excess Farmland Industries, Inc. expense allocation		12.2	(1)
Insurance proceeds and legal settlement		(5.9	)
Total	$	27.2
Consolidated depreciation and amortization for the 12 months ended August 2003	$	23.7
(1)    Represents parent company overhead allocation in excess of expected standalone cost.

These results do not purport to be indicative of future results and do not give effect to the acquisition under the purchase method of accounting.