SecProbe.io

Mail Stop 3561

December 28, 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.
 Amendment no. 1 to Registra tion Statement on Form S-4
 Filed December 13, 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.

Registration Statement

Interests of certain persons in the merger, page 5
1. Please disclose here the aggr egate amount of severance payments that the executive
officers might receive.

Recommendation of the PSF Board of Direct ors; Reasons for the Merger, page 27
2. We note your response to prior comment 12 of our letter dated November 15, 2006
and reissue in part.  Please revise to describe how the current and historical
financial condition and results of operati ons of PSF and the most recent financial
projections of PSF contributed  to the board’s determination to recommend adoption
of the merger agreement.

Michael H. Cole, Esq.
Smithfield Foods, Inc.
December 28, 2006 Page 2

3. Please send us a copy of the analyst report mentioned in the second bullet and tell
us the closing price of PSF stock that day.

Conversion of PSF Stock Options, page 39
Vesting of Restricted Stock, page 40
4. We note from your response to prior comment 13 that you have amended your
calculation of the purchase price to incl ude the fair value of the PSF options
converted into Smithfield options of approximately $2.9 million.  We also note that you have calculated the fair value of both Smithfield and PSF options using the
Black-Scholes option-pricing model, and based on your analysis, you determined that the fair value of the Smithfield options  approximates the fair value of the PSF
options on December 8, 2006.  Please clarify fo r us and revise the notes to the pro
forma financial statements to show how the additional purchase price of $2.9
million representing the fair value of the PSF stock options converted into
Smithfield options were calcu lated.  Provide us with your  analysis supporting why
you believe that the fair value of the Smith field options approximates the fair value
of PSF options.  Your response and re vised disclosure should discuss the
significant assumption made and estimates used by management to determine the
fair value of the PSF and Smithfield opti ons.  We may have further comment upon
receipt of your response.
Notes to Unaudited Pro Forma Combined  Condensed Financial Data, page 74
5. We note your response to prior comment 21 indicating that you do not believe there
will be significant identifiable assets from the PSF acquisition and accordingly no
pro forma adjustments have been made for identifiable intangible assets.  In this
regard, please explain to us and disclose in the notes to the pro forma financial
information the factors and/ or reasons contributing to a purchase price that is
resulting in the recognition of goodwill.
6. Further, notwithstanding the above, please explain in detail why you do not believe
there will be significant identifiable assets  when it appears that there will be a
significant amount of excess of purchase pr ice over net tangible assets acquired
($241 million), and further, you will be acquiring trade names and customer relationship assets (i.e. custom er lists, contracts acquired, etc) as part of the merger.
We may have further comment upon receipt of your response.
7. Finally, please revise the notes the pro forma financial statements to disclose the periods being used to depreciate or amorti ze any fair value adjustment to the asset
and liabilities acquired (e.g. property, plan t and equipment, identifiable definite-
lived assets, etc) to expense as previ ously requested in prior comment number 20.

Michael H. Cole, Esq.
Smithfield Foods, Inc.
December 28, 2006 Page 3

Exhibit 5.1
8. Please revise to provide an opinion as to  whether the rights are binding obligations
of Smithfield.
9. Furthermore, it is inappropriate to assume that members acted in a matter consistent
with their fiduciary duties.  You may note that the enforceability of the rights agreement may depend on whether a court w ould decide that maintaining the rights
agreement is a reasonable response to any particular propo sal to acquire the
company.

Exhibit 8.2
10. Please refer to the third paragraph on page  2.  Please revise to delete the second
sentence.  It is inappropriate  to limit the use of your opinion.
11. Please delete the third and fourth sentences of the s econd paragraph, or file an
opinion on the date of effectiveness.  Fo r your planning purposes, please be aware
that we will need to review the signe d legal opinion prior to the registration
statement being declared effective.

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

Notes to Consolidated Financial Statements
Note 3.  Acquisitions, Dispositions and Facility Disclosures
12. We note in response to prior comment 32 you have revised your acquisitions
footnote in your Form 10-Q for the qua rter ended September 23, 2006 to include
the primary reasons for the acquisitions, in addition to the amount of the related goodwill acquired.  However, you are also requ ired to provide a description of the
factors that lead to a purchase price resulting in the recognition of goodwill.  Please confirm your understanding of the disclosure requirements under paragraph 51b of SFAS No. 141 and confirm that that you will comply with such disclosure
requirements in future filings.

13. Similarly, please explain to us and revise  your disclosures in future filings to
discuss the underlying business reason(s ) for the recognition of negative goodwill
in connection with your acquisition of the non-turkey assets of the branded meats
business of ConAgra Foods, Inc. disclose d on page 7 of your Form 10-Q for the
quarter ended September 23, 2006.
14. Reference is made to your goodwill and ot her intangible assets accounting policy
on page F-10.  We note from your disclosu re that you indicate separable intangible

Michael H. Cole, Esq.
Smithfield Foods, Inc.
December 28, 2006 Page 4

assets with finite lives are amortized over their useful lives.  In this regard, please
provide us in your next response and revise future filings to include all disclosure
requirements under paragraph 45 of SFAS No. 142 as we were unable to find such
disclosures in the notes to your financia l statements.  If you do not believe you are
required provide such disclosures, please ex plain why and provide us with the basis
for your conclusions.
15. Also, for intangible assets acquired in  connection with your recent and pending
acquisitions, please ensure that the disclosures required by paragraph 44 of SFAS
No. 142 are provided in the notes to your financial statements in any future filings.

Other
16. Provide a currently dated consent from the independent public accountants in the
amendment.

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Michael H. Cole, Esq.
Smithfield Foods, Inc.
December 28, 2006 Page 5

You may contact Jean Yu at (202) 551- 3308 or Linda Cvrkel at (202) 551-3813 if
you have questions regarding comments on the financial statements and related matters.
Please contact Rolaine Bancroft at (202) 551- 3313 or me at (202) 551-3750 with any other
questions.

Regards,

Max A. Webb
Assistant Director

cc: Robert E. Spatt, Esq.
Simpson Thacher & Bartlett LLP
 via facsimile: (212) 455-2502