SecProbe.io

February 23, 2011
 Via Fax & U.S. Mail

 Mr. C. Larry Pope President and Chief Executive Officer Smithfield Foods Inc. 200 Commerce Street Smithfield, VA 23430

Re: Smithfield Foods Inc.
 Form 10-K for the year ended May 2, 2010
Filed June 18, 2010
 File No. 1-15321

Dear Mr. Pope:
 We have reviewed your filing and have th e following comments.  Unless otherwise
indicated, we think you should revise your future filings in response 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 detailed as necessary  in your response.  In some of our comments,
we may ask you to provide us with supplementa l information so we may better understand your
disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Mr. C. Larry Pope Smithfield Foods Inc. February 23, 2011 Page 2

Note 4. Impairment of Long-Lived Assets

Hog Farms,  page 73

1. We note from the disclosures included in  Note 4 that during fiscal 2008, 2009 and 2010,
the Company decided to reduce the size of its  US sow herd which was accomplished by
ceasing certain hog production operations a nd closing certain to the Company’s hog
farms. We also note that during the firs t quarter of fiscal 2010, the Company began
marketing certain other hog farms and as a result of these decisions, the Company
recorded total impairment charges of $34.1 m illion in the first quarter of fiscal 2010 to
write-down the hog farms to their estimated fa ir values. We further note that these hog
farm assets, which consist primarily of property, plant and equi pment with carrying
values of $27.9 million at May 2, 2010 have been cl assified as held and used at this date.
Given that you have ceased operations at ce rtain of these facilities and are marketing
certain of the facilities for sale, please explain in furthe r detail why you have classified
these properties as held for use at May 2, 2010 rather than as a ssets held for sale. As part
of your response and your revised disclosures in future filings, please explain why these
properties have not been classified as held  for sale pursuant to the guidance in ASC 360-
10-45-9. Also, please tell us and revise the notes  to your financial statements in future
filings to explain how you determined the estimated fair values of the hog farm
operations for which the $34.1 million of impairme nt charges were required. As part of
your response, please also explain how you de termined the amount of goodwill that was
allocated to these operations for purposes of  determining the amount of the impairment
charge recognized. Refer to the disclosure  requirements outlined in ASC 360-10-50-2.
 Note 8. Investments

CFG

2. We note from the disclosure included in Note 8 that in June 2008, the Company sold
Groupe Smithfield to Campofrio in exchange  for shares of Campofrio’s common stock.
We also note that the Company recognized a pre-tax gain of $56.0 million in the third
quarter of fiscal 2009 in connection with the sale of Groupe Smithfiel d. Please tell us and
revise the notes to your financial statements in future filings to explain how the Company valued the shares of Campofrio that were re ceived in connection with the sale of the
Company’s interest in Groupe Smithfield for purposes of calculating the gain recognized
on the sale. Also, please supplementally provide  us with your computation of the gain
recognized on this sale. We may have furt her comment upon review of your response.
 Note 18.  Regulation and Contingencies, page 100

3. We note your disclosures regarding litigati on for which you indicate that you believe you
have good defenses against the actions descri bed in this section such as the Missouri
litigation and that you in tend to defend vigorously against th ese suits.  We also note that
you have established reserves for expenditures associated with this litigation at the time
you acquired PSF and although you are continui ng vigorous defense of these claims,

Mr. C. Larry Pope Smithfield Foods Inc. February 23, 2011 Page 3

additional nuisance claims may arise in the future or the reserves for this litigation may
have to be substantially increased.  Please note that in accordance with ASC 450-20-50-3,
if no accrual is made for a loss contingency because one or both of the conditions are not met, or an exposure to loss exists in excess of the amount accrued pursuant to the
provisions of ASC 450-20-30-1, disc losure of the contingency shall be made when there
is at least a reasonable possibility that a loss or an additional loss may have been
incurred.
  The disclosure shall indicate the nature  of the contingency and shall give an
estimate of the possible loss or range of loss or state that such an estimate cannot be
made.  Please confirm your understanding of this matter and confirm that you will revise
your disclosures in future filings to comp ly with the requirements of ASC 450-20-50-4.
 Note 21. Quarterly Results of Operations, page 106

4. We note from the disclosures in MD&A a nd the notes to the Company’s financial
statements that during the quarterly periods  presented, the Company recognized material
impairment charges, restructuring charges a nd gains from the dispositions of business
operations. In future filings, please revise the disclosures included in Note 21 to explain
the nature of any material unusual items that impacted your qu arterly results of
operations for the periods presented. Refer to  the guidance outlined in Item 302(a)(3) of
Regulation S-K.

Form 10-Q for the period ended October 31, 2010
Note 3. Disposition

5. We note the disclosure included in Note  3 indicating that in September 2010, the
Company was notified of its joint venture pa rtner’s decision to purchase the Company’s
49% interest in Butterball a nd the companies rela ted turkey production assets. We also
note that in December 2010, the Company comp leted the sale of these assets for $167
million. Please tell us and revise future filings  to disclose the amount of any gain or loss
recognized in connection with th e sale of these assets and explain how it was calculated
or determined. Also, to the extent that th e Company received any non-cash consideration
in connection with the sale of  these assets, please explain ho w the fair value of this non-
cash consideration was determined.
 Note 8. Investments

6. We note from the disclosure included in Note 8 to the Company’s Annual Report on
Form 10-K that as of May 2, 2010, the carryi ng value of the Company’s investment in
CFG exceeds the market value of the underl ying securities of CFG by $76.4 million. We
also note from the disclosure in Note 8 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended October 31, 2010 that as  of this date, the carrying value of the
Company’s investment in CFG continues to exceed the market value of the underlying
securities by $42.3 million. We further note from  the Company’s disclosures at each of
these dates that the Company analyzed the in vestment for impairment at each of these

Mr. C. Larry Pope Smithfield Foods Inc. February 23, 2011 Page 4

dates and determined that the fair value of the Company’s investment exceeded the
carrying value. Given that th e carrying value of the Compa ny’s investment in CFG has
exceeded the market value of the underlying secu rities of CFG for a substantial period of
time, please explain in detail how the Co mpany evaluated the carrying value of its
investment in CFG for an other than tem porary decline in value of the investment
pursuant to ASC 323-10-35-32.
 Other

7. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. C. Larry Pope Smithfield Foods Inc. February 23, 2011 Page 5

You may contact Effie Simpson at (202) 551-3346, or in her ab sence, the undersigned, if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact the undersigned with any other questions at (202) 551-3750.

Sincerely,

  Linda Cvrkel Branch Chief
 Via Facsimile:  Robert W. Manly   (757)  365-3025