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CORRESP
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Correspondence Letter

 Jeffrey A. Deel

 Corporate Controller

 Smithfield Foods Inc.

 200 Commerce Street

 Smithfield, VA 23430

 (757) 365-3035 tel

 (757) 365-3073 fax

 April 10, 2006

 Jill S. Davis

 Branch Chief

 Division of Corporate Finance

 United States Securities and Exchange Commission

 100 F Street, N.E., Stop 7010

 Washington, DC 20549

Re:
Smithfield Foods, Inc.

 Form 10-K filed July 11, 2005

 File No. 1-15321

 Dear Ms. Davis:

 Attached are our responses to the Staff’s comments dated March 30, 2006 with respect to the
Company’s Form 10-K referenced above. The Company appreciates the Staff’s observations. Each comment has been repeated below with our response directly after.

1.
We note that you begin your reconciliation of Cash flows from operating activities with Income from continuing operations, instead of with Net income, as required by paragraph 28
of SFAS 95. Please amend your Form 10-K to comply with the requirement of paragraph 28 of SFAS 95.

 RESPONSE

The Company has attached Schedule A, showing the previously filed cash flow statements and cash flow statements using the revised presentation as
required by paragraph 28 of SFAS 95 with differences denoted with an asterisk.

 As there is no change to the captions Net cash flows from
operating, investing or financing activities, the Company believes these changes should be considered revisions, as per AICPA Alert 90, and would like to incorporate these changes, for the appropriate periods, in its fiscal 2006 10-K to be filed
in July 2006.

 The Company will also add enhanced footnote disclosures to ensure that the reader is aware that 1) the cash flow presentation
has been modified; and 2) that cash associated with discontinued operations is not included in the cash balance on the respective balance sheets, rather that it is included within the Assets of discontinued operations held for sale line of
the consolidated balance sheets previously filed.

2.
We note your disclosure that indicates the company is the primary beneficiary of entities consolidated under FIN 46(R). Please modify your disclosures to include the requirements
of paragraphs 23 and 24 of FIN 46(R).

 RESPONSE

 As discussed, for fiscal 2005, the entities consolidated under FIN 46(R) represent 0.2% or less of any consolidated income statement caption and 2.6% or
less of any major balance sheet classification. The Company will use the following language in future filings as the first paragraph of “Principles of Consolidation” with the underlined revision.

 jeffdeel@smithfieldfoods.com

 www.smithfieldfoods.com

 April 7, 2006

 Jill S. Davis, Division of Corporate Finance

 United States Securities and Exchange Commission

 Page 2

 “The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and entities for which the consolidation rules of Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 46R,
“Consolidation of Variable Interest Entities” (FIN 46R) apply. Subsidiaries that are less than 100% owned but greater than 50% owned, as well as entities for which the Company is the primary beneficiary, are consolidated with a minority
interest. Entities that are 50% owned or less, and as to which the Company has the ability to exercise significant influence, are accounted for under the equity method of accounting. Investments as to which the Company’s ability to exercise
influence is limited are accounted for under the cost method of accounting. All intercompany transactions and accounts have been eliminated. The results of operations of the Company include the Company’s proportionate share of results of
operations of entities acquired from the date of each acquisition for purchase business combinations. Consolidating the results of operations and financial position of entities for which the Company is the primary beneficiary does not have a
material effect on sales, net income or net income per diluted share or on the Company’s financial position for the fiscal periods presented.”

3.
We note that you account for stock option plans in accordance with SFAS 123. Please modify your header, if true, to indicate the information labeled as 2003 is for 2004. In
addition, we note that your volatility percentage has not changed from the prior period. Please describe to us your method of determining your volatility index and provide us with a copy of your analysis supporting the volatility you disclose.

 RESPONSE

 In
response to the first part of the comment, the Company granted no stock options during fiscal 2004, therefore the column headings are correct. Please see the first sentence following the table as it relates to fiscal 2004.

 In response to the second part of the comment, the Company has used a 35% expected volatility index for the valuation of its stock options based on
historical stock price results and expected future Company stock performance.

 As you requested in our discussions, however, we have also
included a comparison of the results using our 35% volatility assumption with an amount determined using the actual daily stock price performance for the twelve preceding months. As you will see on Schedule B, the difference between the fair value
calculation using only the historical volatility and using both historical and expected future performance is not material (ie. less than $30,000 for the three fiscal years ended 2005).

 jeffdeel@smithfieldfoods.com

 April 7, 2006

 Jill S. Davis, Division of Corporate Finance

 United States Securities and Exchange Commission

 Page 3

 As specifically requested by the
Commission, Smithfield Foods, Inc. acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in its Form 10-K;

•

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 federal securities laws of the United States.

 We trust this letter is responsive to the points raised in your letter. The Company values the Staff’s review of our filing and the
associated comments. Since our fiscal year ends this month, please let me know at your earliest convenience if we can help you in any way to expedite this process.

 Thank you for your assistance.

Sincerely,

 /s/ Jeffrey A. Deel

 Jeffrey A. Deel

Corporate Controller

 jeffdeel@smithfieldfoods.com

 Schedule A

 SMITHFIELD FOODS, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 As Filed

 Fiscal Years

 Revised

 Fiscal Years

2005

2004

2003

2005

2004

2003

(in millions)

(in millions)

 Cash flows from operating activities:

 *Income from continuing operations/Net income (as revised)

$
296.2

$
162.7

$
11.9

$
296.2

$
227.1

$
26.3

 Adjustments to reconcile net cash flows from operating activities:

 *Income from discontinued operations

—

—

—

—

(15.4
)

(14.4
)

 *Gain on sale of Schneider Corporation

—

—

—

—

(49.0
)

—

 Depreciation and amortization

198.9

175.1

158.2

198.9

175.1

158.2

 Deferred income taxes

0.8

16.6

(17.7
)

0.8

16.6

(17.7
)

 Income from equity investments

(17.3
)

0.9

9.6

(17.3
)

0.9

9.6

 Changes in operating assets and liabilities, net of effect of acquisitions and discontinued
operations:

 Accounts receivable

(74.9
)

(51.0
)

75.4

(74.9
)

(51.0
)

75.4

 Inventories

(330.2
)

(33.5
)

(178.0
)

(330.2
)

(33.5
)

(178.0
)

 Prepaid expenses and other current assets

61.4

(57.1
)

(10.7
)

61.4

(57.1
)

(10.7
)

 Other assets

(22.0
)

38.7

(62.2
)

(22.0
)

38.7

(62.2
)

 Accounts payable, accrued expenses and other liabilities

(11.9
)

69.2

75.0

(11.9
)

69.2

75.0

 Net cash flows from operating activities

101.0

321.6

61.5

101.0

321.6

61.5

 Cash flows from investing activities:

 Capital expenditures, net of proceeds

(201.6
)

(135.4
)

(167.1
)

(201.6
)

(135.4
)

(167.1
)

 Business acquisitions, net of cash acquired

(219.5
)

(512.2
)

(90.4
)

(219.5
)

(512.2
)

(90.4
)

 Investments in partnerships and other assets

(85.5
)

(87.9
)

(8.5
)

(85.5
)

(87.9
)

(8.5
)

 Proceeds from disposition of Schneider Corporation

—

279.4

—

—

279.4

—

 Net cash flows from investing activities

(506.6
)

(456.1
)

(266.0
)

(506.6
)

(456.1
)

(266.0
)

 Cash flows from financing activities:

 Net borrowings (repayments) on notes payable

(0.1
)

7.8

0.3

(0.1
)

7.8

0.3

 Proceeds from issuance of long-term debt

656.5

387.0

10.8

656.5

387.0

10.8

 Net borrowings (repayments) on long-term credit facility

(184.0
)

(178.4
)

301.0

(184.0
)

(178.4
)

301.0

 Principal payments on long-term debt and capital lease obligations

(62.7
)

(81.3
)

(79.2
)

(62.7
)

(81.3
)

(79.2
)

 Repurchase and retirement of common stock

(3.0
)

—

(24.6
)

(3.0
)

—

(24.6
)

 Effect of common stock options

4.6

19.8

1.2

4.6

19.8

1.2

 Debt premium and issuance costs

3.3

(10.7
)

(3.4
)

3.3

(10.7
)

(3.4
)

 Net cash flows from financing activities

414.6

144.2

206.1

414.6

144.2

206.1

 *Cash flows from discontinued operations:

 *Net cash flows from operating activities

—

—

—

—

33.5

28.7

 *Net cash flows from investing activities

—

—

—

—

(36.4
)

(22.8
)

 *Net cash flows from financing activities

—

—

—

—

3.3

(6.6
)

 *Effect of currency exchange rates on cash

—

—

—

—

(0.4
)

0.7

 *Total

—

—

—

—

—

—

 Effect of currency exchange rates on cash

3.5

(0.2
)

0.7

3.5

(0.2
)

0.7

 Net change in cash and cash equivalents

12.5

9.5

2.3

12.5

9.5

2.3

 Cash and cash equivalents at beginning of year

74.3

64.8

62.5

74.3

64.8

62.5

 Cash and cash equivalents at end of year

$
86.8

$
74.3

$
64.8

$
86.8

$
74.3

$
64.8

*
Indicates revised lines.

 Schedule B

 SFD Option Pricing Model

 Summary

 Annual expense difference - FY 2003 options

$
16,200

 Annual expense difference - FY 2005 options

$
(6,972
)

 Fiscal 2003 expense change

$
16,200

 Fiscal 2004 expense change

16,200

 Fiscal 2005 expense change

9,228

 Cumulative reduction to retained earnings

$
28,068

Note:
For calculation of “Annual expense difference” see additional attached schedules.

 Schedule B - continued

 SFD Option Pricing Model - 1 Year Volatility (Daily)

 FY 2005

Stock price

$
27.74

d1&d2

0.726905

0.019755004

Exercise price

30.00

N(d1)&N(d2)

0.766358

0.507880594

Expected term (in years)

8

1st & 2nd terms

21.25877

11.70116572

Risk-free interest rate

3.3
%

Expected dividend yield

—

Calculated option value

$
9.56

Expected volatility

25.00
%

Recorded option value

9.79

Difference

$
(0.23
)

Daily volatility

1.58
%

Number of shares

240,000

Annualized daily volatility

25.00
%

Expense difference

$
(55,776.13
)

Expense difference per year

$
(6,972.02
)

 Volatiltiy

 Date

Day

 Stock

 Price per

 Share
($)

 Daily

 Rate of

 Return

 Natural

 Log

 24-May-04

1

$
27.740

(0.01
)

0.99171

-0.00833

 21-May-04

2

$
27.510

0.00

1.00109

0.00109

 20-May-04

3

$
27.540

0.00

1.00472

0.00471

 19-May-04

4

$
27.670

0.01

1.00614

0.00613

 18-May-04

5

$
27.840

(0.00
)

0.99856

-0.00144

 17-May-04

6

$
27.800

(0.01
)

0.98885

-0.01121

 14-May-04

7

$
27.490

(0.04
)

0.96471

-0.03592

 13-May-04

8

$
26.520

(0.01
)

0.99170

-0.00833

 12-May-04

9

$
26.300

0.02

1.02471

0.02441

 11-May-04

10

$
26.950

0.00

1.00000

0.00000

 10-May-04

11

$
26.950

0.00

1.00000

0.00000

 7-May-04

12

$
26.950

0.02

1.01670

0.01656

 6-May-04

13

$
27.400

(0.01
)

0.99343

-0.00659

 5-May-04

14

$
27.220

(0.01
)

0.99082

-0.00923

 4-May-04

15

$
26.970

(0.00
)

0.99926

-0.00074

 3-May-04

16

$
26.950

(0.01
)

0.98701

-0.01307

 30-Apr-04

17

$
26.600

0.02

1.02105

0.02083

 29-Apr-04

18

$
27.160

0.02

1.02246

0.02221

 28-Apr-04

19

$
27.770

0.00

1.00144

0.00144

 27-Apr-04

20

$
27.810

(0.01
)

0.99029

-0.00976

 26-Apr-04

21

$
27.540

0.01

1.01053

0.01048

 23-Apr-04

22

$
27.830

0.00

1.00216

0.00215

 22-Apr-04

23

$
27.890

0.00

1.00215

0.00215

 21-Apr-04

24

$
27.950

(0.01
)

0.98855

-0.01152

 20-Apr-04

25

$
27.630

0.00

1.00434

0.00433

 19-Apr-04

26

$
27.750

(0.02
)

0.98450

-0.01562

 16-Apr-04

27

$
27.320

(0.00
)

0.99817

-0.00183

 15-Apr-04

28

$
27.270

(0.01
)

0.99303

-0.00699

 14-Apr-04

29

$
27.080

0.00

1.00222

0.00221

 13-Apr-04

30

$
27.140

(0.01
)

0.99484

-0.00517

 12-Apr-04

31

$
27.000

0.00

1.00370

0.00370

 8-Apr-04

32

$
27.100

0.01

1.01402

0.01392

 7-Apr-04

33

$
27.480

(0.00
)

0.99563

-0.00438

 6-Apr-04

34

$
27.360

(0.02
)

0.98282

-0.01733

 5-Apr-04

35

$
26.890

0.01

1.01264

0.01256

 2-Apr-04

36

$
27.230

0.00

1.00477

0.00476

 1-Apr-04

37

$
27.360

(0.01
)

0.99123

-0.00881

 31-Mar-04

38

$
27.120

(0.00
)

0.99742

-0.00258

 Schedule B - continued

 SFD Option Pricing Model - 1 Year Volatility (Daily)

 FY 2005

 Date

Day

 Stock

 Price per

 Share
($)

 Daily

 Rate of

 Return

 Natural

 Log

 30-Mar-04

39

$
 27.050

(0.02
)

0.98152

-0.01866

 29-Mar-04

40

$
26.550

(0.02
)

0.98041

-0.01978

 26-Mar-04

41

$
26.030

(0.00
)

0.99808

-0.00192

 25-Mar-04

42

$
25.980

(0.01
)

0.99500

-0.00502

 24-Mar-04

43

$
25.850

(0.00
)

0.99884

-0.00116

 23-Mar-04

44

$
25.820

(0.01
)

0.99264

-0.00739

 22-Mar-04

45

$
25.630

0.01

1.01444

0.01433

 19-Mar-04

46

$
26.000

(0.03
)

0.96923

-0.03125

 18-Mar-04

47

$
25.200

0.02

1.01825

0.01809

 17-Mar-04

48

$
25.660

(0.03
)

0.97467

-0.02566

 16-Mar-04

49

$
25.010

(0.01
)

0.98840

-0.01166

 15-Mar-04

50

$
24.720

0.01

1.00728

0.00726

 12-Mar-04

51

$
24.900

(0.01
)

0.98795

-0.01212

 11-Mar-04

52

$
24.600

0.01

1.01179

0.01172

 10-Mar-04

53

$
24.890

0.02

1.01768

0.01752

 9-Mar-04

54

$
25.330

0.01

1.00513

0.00512

 8-Mar-04

55

$
25.460

0.01

1.00746

0.00743

 5-Mar-04

56

$
25.650

(0.00
)

0.99961

-0.00039

 4-Mar-04

57

$
25.640

0.00

1.00429

0.00428

 3-Mar-04

58

$
25.750

0.01

1.00505

0.00504

 2-Mar-04

59

$
25.880

0.00

1.00155

0.00154

 1-Mar-04

60

$
25.920

(0.01
)

0.98688

-0.01320

 27-Feb-04

61

$
25.580

(0.02
)

0.97967

-0.02054

 26-Feb-04

62

$
25.060

(0.02
)

0.97805

-0.02219

 25-Feb-04

63

$
24.510

(0.01
)

0.99225

-0.00778

 24-Feb-04

64

$
24.320

0.01

1.00535

0.00533

 23-Feb-04

65

$
24.450

0.02

1.02454

0.02424

 20-Feb-04

66

$
25.050

(0.00
)

0.99960

-0.00040

 19-Feb-04

67

$
25.040

(0.00
)

0.99840

-0.00160

 18-Feb-04

68

$
25.000

0.00

1.00040

0.00040

 17-Feb-04

69

$
25.010

(0.00
)

0.99760

-0.00240

 13-Feb-04

70

$
24.950

(0.01
)

0.99399

-0.00603

 12-Feb-04

71

$
24.800

0.00

1.00242

0.00242

 11-Feb-04

72

$
24.860

(0.01
)

0.98552

-0.01459

 10-Feb-04

73

$
24.500

(0.01
)

0.99184

-0.00820

 9-Feb-04

74

$
24.300

0.03

1.02881

0.02840

 6-Feb-04

75

$
25.000

(0.05
)

0.95360

-0.04751

 5-Feb-04

76

$
23.840

0.01

1.00881

0.00877

 4-Feb-04

77

$
24.050

(0.01
)

0.99335

-0.00668

 3-Feb-04

78

$
23.890

0.00

1.00377

0.00376

 2-Feb-04

79

$
23.980

(0.04
)

0.95955

-0.04129

 30-Jan-04

80

$
23.010

0.01

1.01391

0.01381

 29-Jan-04

81

$
23.330

0.00

1.00171

0.00171

 28-Jan-04

82

$
23.370

0.01

1.00513

0.00512

 27-Jan-04

83

$
23.490

0.00

1.00213

0.00213

 26-Jan-04

84

$
23.540

(0.04
)

0.96134

-0.03942

 23-Jan-04

85

$
22.630

(0.01
)

0.98984

-0.01022

 22-Jan-04

86

$
22.400

(0.00
)

0.99955

-0.00045

 21-Jan-04

87

$
22.390

(0.01
)

0.99241

-0.00762

 20-Jan-04

88

$
22.220

(0.04
)

0.95635

-0.04464

 16-Jan-04

89

$
21.250

(0.01
)

0.99106

-0.00898

 15-Jan-04

90

$
21.060

(0.00
)

0.99668

-0.00333

 14-Jan-04

91

$
20.990

(0.01
)

0.99381

-0.00621

 13-Jan-04

92

$
20.860

0.0