SecProbe.io

Mail Stop 3561

November 15, 2006

Via U.S. Mail

Michael H. Cole, Esq.
Vice President, Chief Legal Officer & Secretary
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA  23430

Re:  Smithfield Foods, Inc.
 Registration Statement on Form S-4
 Filed October 19, 2006
 File No. 333-138090

Dear Mr. Cole,

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enha nce the overall disclosure in your filing.  We
look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Registration Statement

Cover page

1. Please revise to disclose the aggregate amount of securities offered after conversion.  Refer to Item 501(b)(2) of Regulation S-K.  Similarly revise your
summary.

Michael H. Cole, Esq.
Smithfield Foods, Inc.
November 15, 2006 Page 2

Summary, page 3
General
1. In an appropriate section in the summary, please revise to discuss how Smithfield
will finance the cash payment to PSF stockholders.

What PSF stockholders will receive in the merger, page 3
2. Please revise to explain here why Smithfi eld wants the flexibility of altering the
merger consideration, disclose the specifi ed period, and explain how investors can
find out which consideration mix they will receive.
3. Also, please provide us with your analysis as to whethe r a change of the merger
consideration would be a material change.  If so, please tell us how you plan to
disseminate this material change to stockholders.

Interests of certain persons in the merger, page 5
4. We note your discussion beginning on page 40 of ContiGroup’s relationships with
PSF and Smithfield.  Please expand your su mmary to briefly describe the other
related interests of ContiGroup.
5. Revise to disclose the aggregate dollar amount of the benefits mentioned in the third sentence of this section.

Comparative Per Share Data, page 13
6. Reference is made to the unaudited pro forma PSF equivalent per share amounts
included in the table.  We note that you have defined the PSF equivalent per share
amounts as being both calculated by multip lying PSF historical per share amounts
by the exchange ratio of .6780 (footnote (3))  and also based upon the unaudited pro
forma combined per share amounts multiplied by the exchange ratio.  Refer to the last sentence of the first pa ragraph of the page.  In th is regard, please revise your
footnote to correct this discrepancy as it appears your PSF equivalent per share
amounts in the table are and should be  calculated based upon the unaudited pro
forma combined per share amounts.  Refer to Instruction 2 to paragraphs (b)(8),
(b)(9) and (b)(10) of Item 14(b) of the Proxy Rules.
7. Revise to disclose Smithfield’s net income per share from continuing operations  for
its most recent fiscal year and subseque nt interim period presented. Refer to the
requirements outlined in Item 14(b)(10)(iii) of the Proxy Rules. The Unaudited Pro Forma Combined net income per share a nd Unaudited Pro Forma PSF Equivalent
net income per share presented for these periods should also be similarly revised.

Michael H. Cole, Esq.
Smithfield Foods, Inc.
November 15, 2006 Page 3

Risk Factors, page 15
Obtaining required approvals and sati sfying closing conditions, page 15
8. We note your 8-K filed on November 6, 2006.  Please revise your risk factor to
update for the current status of your required approvals.

Some directors and executive officers of PSF, page 16
9. Please revise to disclose the aggregate dollar amount of the severance payments
mentioned in the second-to-last sentence.

The Merger, page 21
Background of the Merger, page 21
10. Please revise your second paragraph to di sclose the approximate percentage of
ContiGroup’s holdings of PSF stock after the June 2006 offering.
11. Please provide us with a copy of all the pr esentation materials Centerview prepared
for the board.

Recommendation of the PSF Board of Direct ors, Reasons for the Merger, page 25
12. Please revise the second bu llet point of this section beginning on page 25 which is
too conclusory.  Please revise to desc ribe how each of the items mentioned
contributed to the board’s determinati on to recommend adoption of the merger
agreement.
13. We note your first bullet point  of potentially negative factors on page 27.  Please
consider revising your risk fact or section to discuss the risks associated with recent
and pending acquisitions by Smithfield.

Conversion of PSF Stock Options, page 39
Vesting of Restricted Stock, page 40

13. We note the disclosure on page 39 indicati ng that options to acquire shares of PSF
common will be converted into options to acquire Smithfield common stock in
connection with the merger agreement. We  also note from the discussion on page
40 that shares of restricted stock held by the directors and executive officers of PSF
will become fully vested and free of all re strictions in connection with the merger.
Please tell us and explain in the notes to the pro forma financial information
included on pages 67 through 72 of the re gistration statement, the planned
treatment for these options and restricted  shares in connection with the merger
agreement.

Michael H. Cole, Esq.
Smithfield Foods, Inc.
November 15, 2006 Page 4

Agreements between PSF and ContiGroup, page 41
14. We note the disclosure on page 41 indicat ing that the grower agreement with the
ContiGroup will terminate in connection with  the merger and as a result, PSF will
have an option to acquire land in Miss ouri from ContiGroup for $1. We also note
that in connection with the merger and corresponding termination of the grower
agreement, PSF and Smithfield have agreed to exercise the option to acquire the
land upon completion of the merger. Please tell  us and explain in the notes to your
pro forma financial information on page s 67 through 72 how Smithfield plans to
value and account for this option. Also, pleas e revise the pro forma balance sheet to
include an adjustment giving effect to the exercise of this option, since it appears to
be directly attributable to the merger transaction and factually supportable. Refer to
the guidance outlined in Rule 11-02(b)(6) of Regulation S-X.

The Merger Agreement, page 52
Merger Consideration, page 52
15. Please revise to discuss the factors that  Smithfield will consider in determining
whether it will need to adjust the merger consideration in order to list on the NYSE
the Smithfield common stock to be issued in the merger.  Please also revise to explain when you expect this determination will need to be made.

Quik-to-Fix, page 66
16. Please revise to briefly describe the type of business conducted by Quik-to-Fix.

Unaudited Pro Forma Balance Sheet, page 68
Unaudited Pro Forma Statements of Operations, page 69
17. Please revise to present all adjustments to the pro forma balance sheet on a gross rather than net basis.  Each adjustme nt should be individu ally self-balancing.
18. Please revise to present separate pro form a adjustments eliminating the historical
stockholders equity of PSF and reflec ting the issuance of common shares by
Smithfield as part of the merger consid eration.  The presentation of a combined
adjustment for these items is confusing a nd is not considered appropriate.  Also,
please explain in your revise d footnote disclosure how the adjustments to common
stock and additional paid in capital for shares issued in the merger were calculated or determined.
19. Please revise your pro forma consolidated in come statement to reflect the combined
results of operations only through income from continuing operations.  We refer
you to Instruction 1 of Rule 11-02(b)(7) of  Regulation S-X, which states that the

Michael H. Cole, Esq.
Smithfield Foods, Inc.
November 15, 2006 Page 5

historical consolidated income statem ent used in the pro forma financial
information shall not report operations of  a segment that has been discontinued,
extraordinary items, or the cumulative e ffects of accounting changes.  In this
regard, please revise to eliminate your presentation of discontinued operations
within the financial statements. Also, pleas e similarly revise your presentation of
historical and pro forma basic and diluted per share data such that the amounts are
based solely on income from continuing operations.  Refer to Rule 11-02(b)(7)of
Regulation S-X for further guidance.  Th e disclosure of pro forma financial
information on page 12 of the Form  S-4 should be similarly revised.
20. Please revise notes (1), (2) and (3) to your pro forma financial statements to
disclose all of the significant assumptions th at were used to calculate or determine
the various pro forma adjustments.  For example, please provide a purchase price
allocation for the acquisition of PSF by Smith field which clearly explains how the
amount of goodwill recognized was determine d.  Also, please disclose the periods
being used to depreciate or  amortize any fair value adjustments to the assets and
liabilities acquired to  expense.  Specifically, disclo se the significant assumptions
used by management to determine pro forma adjustment for PSF’s property, plant and equipment and the expect ed useful live(s) used to calculate the pro forma
adjustment for depreciation expense.  Further, disclose how you calculated the pro forma adjustments related to PSF’s invent ory and interest rate swap and the
significant assumptions used by management to determine their fair values.
21. Revise your disclosure in f ootnote (4) to specifically id entify the intangible assets
you will likely acquire.  Although you have not yet completed your acquisition of
PSF and no valuation has been made of PSF’ s identifiable intangi ble assets, stating
that the total of the excess purchase price ov er your preliminary estimate of the fair
value of PSF’s tangible assets has been allocated to goodwill is not considered
adequate.  You should, at a minimum, iden tify the tangible and intangible assets
likely to be recognized and uncertainties regarding the effects of amortization
periods assigned to the assets shoul d be discussed and quantified.
22. Reference is made to footnote (6).  Pl ease revise your footnote to include the
calculation of the pro forma adjustment rela ted to the deferred tax liability and the
significant assumption(s) used to determ ine the amount (i.e. marginal rate).
23. The reference in footnote (7) to PSF’s accumulated other comprehensive gains of $464.1 million appears to be in error as PSF’s accumulated other comprehensive income totaled $5.5 million.  Please revise to correct this error.
24. Reference is made to footnote (8).  Pleas e disclose the assumptions used in the
calculation for the pro forma adjustments relating to the estimated increase in depreciation expense due to the fair valu e adjustment in PSF’s property, plant and
equipment.  Also, please state Smithfield’ s historical method of allocation for

Michael H. Cole, Esq.
Smithfield Foods, Inc.
November 15, 2006 Page 6

deprecation expense to cost of sales and selling, general and administrative
expenses and explain why you believe such allocation is appropriate for recording
the pro forma adjustment for depreciation expense.
25. Reference is made to footnote (10).  Pl ease state the effective tax rate for each
historical period used on all pro forma adjustments.
26. Please revise to provide footnote disclo sures explaining how the adjustments to
weighted average basic shares and weighted  average diluted shares were calculated
or determined. In lieu of such disclo sure, you may revise to provide separate
adjustments showing the elimination of PSF’s outstanding shares and the issuance of Smithfield’s shares for a portion of the merger consideration.
27. We note from the disclosures on page 41 th at certain agreements between PSF and
ContiGroup will terminate in connection w ith the merger agreement.  As the
termination of these agreements will have a continuing impact on the Company’s results of operations and appears to be directly attributable to the merger
transaction, please revise the pro forma stat ements of operations to give effect to
the termination of these agreements.  Refer to the guidance outlined in Rule 11-02(b)(6) of Regulation S-X.
28. Also, to the extent that any compensa tion arrangements with the Company’s
officers and directors will be  changed or modified as a result of the merger through
the execution of new employment agreem ents, please revise the pro forma
statements of operations to include ad justments giving effect to the revised
compensation arrangements.

Annex C
29. Please refer to the third full paragraph.  Pleas e revise to delete the word “solely” in
the first sentence.  It is inappropriate to limit the letter for the benefit and use of the
Board of Directors and th e registration statement.
30. Also, it is inappropriate to limit the refere nce or reproduction of your letter.  Please
revise.

Exhibit 99.2
31. Please revise proposal one to delete the phrase “as it may be amended from time to
time.”

Michael H. Cole, Esq.
Smithfield Foods, Inc.
November 15, 2006 Page 7

Annual Report on Form 10-K for the year ended April 30, 2006

Notes to Consolidated Financial Statements
Note 3. Acquisitions, Disposit ions and Facility Closures
32. In future filings, please revise the disclosures regarding your acquisition
transactions to disclose the factors that contri buted to a purchase price that resulted
in recognition of goodwill.  Refer to the disclosure requirements outlined in
paragraph 51b of SFAS No.141.

Note 6. Accrued Expenses and Other Accrued Liabilities
33. Please revise the notes to your financial st atements in future filings to provide
separate disclosure regarding the nature and amounts of any other current liabilities
that exceed 5% of the Company’s total current liabilities as of the balance sheet dates presented in your financial statements.  Refer to the requirements outlined in Rule 5-02(20) of Regulation S-X.

Note 13. Reporting Segments
34. Please revise the notes to your financial st atements in future filings to include a
reconciliation of “consolidat ed operating profit” to the Company’s consolidated
income from continuing operations before income taxes for each period presented.  Refer to the disclosure requirements outlined in paragraph 32b of SFAS No.131.
The notes to the interim financial statem ents included in your Quarterly Report on
Form 10-Q should be similarly revised.
35. Please tell us and indicate in the notes to your financial statements in future filings
the amounts of the “other goodwill adjustme nts” reflected in the analysis of
changes in the carrying amount of g oodwill that represent purchase price
adjustments.  Also, please tell us the acquisitions to which any purchase price
adjustments relate and explain the nature  of the facts and circumstances that
resulted in any purchase price adjustments.

Quarterly Report on Form 10-Q for the Quarter ended July 30, 2006
Note 4. Discontinued Operations
36. We note the disclosure indi cating the Company recorded  an after-tax write-down
on the assets of Quick-to-fix totali ng $10.4 million, net of ta x of $5.9 million, in
anticipation of the sale of this business.  Please tell us in further detail why a write-down