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SEC RESPONSE LETTER

 Michael H. Cole

 Vice
President and Chief Legal Officer

 Smithfield Foods, Inc.

200 Commerce Street

 Smithfield, Virginia
23430

 (757) 365-3030 tel

(757) 365-3025 fax

 July 26, 2013

 VIA EDGAR AND OVERNIGHT COURIER

 Ms. Susan Block

Attorney-Advisor

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Smithfield Foods, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed June 18, 2013

File No. 001-15321

 Dear
Ms. Block:

 This correspondence is being filed by Smithfield Foods, Inc. (“we,” “our,”
“us,” “Smithfield” and the “Company”) in response to the comments set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the United
States Securities and Exchange Commission (the “Commission”) dated July 15, 2013 (the “Comment Letter”) relating to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Proxy Statement”). We have revised the Preliminary Proxy Statement (the “Revised Preliminary Proxy Statement”) in response to the Staff’s comments, which we are filing concurrently with this letter. In connection with
this letter and the filing of the Revised Preliminary Proxy Statement, we are sending to the Staff, by overnight courier, four clean and marked courtesy copies of the Revised Preliminary Proxy Statement reflecting changes to the Preliminary Proxy
Statement as filed on June 18, 2013.

 For your convenience, the numbered paragraphs of this letter correspond to the
numbered paragraphs of the Comment Letter. To assist your review, we have retyped the headers from the Comment Letter, and the text of the Staff’s comments in italics below.

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 Staff Comments and
Company Responses

 Summary Term Sheet, page 1

 Solicitation of Proxies, page 3

1.
We note that proxies may be solicited in person or by telephone, facsimile, electronic mail or other electronic medium. Please confirm that you will file all written
soliciting materials, including any scripts to be used in soliciting proxies by personal interview or telephone.

 The Company respectfully advises the Staff that it will file all written soliciting materials, including any scripts to be used in soliciting proxies by personal interview or telephone, with the
Commission.

 Interest of Smithfield Directors and Executive Officers in the Merger, page 5

2.
Please revise in this section and on page 52 to disclose the amount of total compensation to potentially be received by your directors and executive officers in
connection with the proposed merger.

 In response to the Staff’s comment, the Company has revised the
disclosure on pages 6 and 55 of the Revised Preliminary Proxy Statement to disclose the amount of total compensation that may be received by our directors and executive officers in connection with the proposed merger.

Material U.S. Federal Tax Consequences of the Merger, page 7

3.
Please revise here, on page 12, and in the entire section starting on page 68 that investors are encouraged to consult their own tax advisors, rather than stating
that they should consult their tax advisors.

 In response to the Staff’s comment, the Company has
revised the disclosure on pages 7, 13 and 72 of the Revised Preliminary Proxy Statement to indicate that investors are encouraged to consult their own tax advisors.

 Background of the Merger, page 27

4.
We note the disclosure in the opening paragraph that from time to time, Smithfield and the Smithfield Board, reviewed and evaluated strategic opportunities and that
one such opportunity is discussed in the second paragraph. To the extent any other strategic alternatives were considered by your Board, such as other strategic partnerships, merger or acquisition transactions, please revise this section to discuss
in greater detail if, or when, those alternatives were considered and for what reason those alternatives were not considered or pursued.

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 In response to the
Staff’s comment, the Company has revised the disclosure on page 28 of the Revised Preliminary Proxy Statement to provide additional detail regarding the types of strategic opportunities that Smithfield and the Board of Directors of Smithfield
(the “Smithfield Board”) reviewed and evaluated. While Smithfield and the Smithfield Board considered the opportunities discussed in the opening paragraph from time to time, since 2010 no such consideration with respect to an
opportunity or strategic alternative that was material to Smithfield progressed beyond a preliminary stage, except (i) as disclosed in the section entitled “Background of the Merger” in the Revised Preliminary Proxy Statement and
(ii) for Smithfield’s negotiations with respect to a proposed joint delisting takeover of Campofrio Food Group, S.A. together with Campofrio’s chairman Mr. Pedro Ballve in 2011. With respect to the latter, given that the
negotiations with Campofrio were terminated in June 2011 as publicly disclosed at the time, we have not included a discussion of this potential strategic transaction and respectfully submit that it is not relevant to the Smithfield
shareholders’ consideration of the merger.

5.
We also note the discussion in the third paragraph of page 28 regarding other possible transactions with Shuanghui International Holdings Limited
(“Parent”) in the past. To the extent other strategic alternatives were considered with Parent, please revise to expand to include a brief discussion of those transactions considered, the time frame for when discussions started and why
other strategic alternatives were not ultimately considered or pursued.

 In response to the Staff’s
comment, the Company has revised the disclosure on page 29 of the Revised Preliminary Proxy Statement to include a brief discussion of the possible transactions with Parent considered by the Company, the time frame for when discussions started and
why such alternatives were not ultimately considered or pursued.

 Opinion of Smithfield’s Financial Advisor, page 41

6.
Please provide us with copies of the “board books” and any other materials prepared by your financial advisors. Such materials should include all
presentations made by the financial advisors. Please also provide us with copies of the engagement letters.

In response to the Staff’s comment, copies of all presentation materials prepared by Barclays for the Smithfield Board and the
engagement letter between Smithfield and Barclays are being provided to the Staff by Barclays under separate cover requesting confidential treatment pursuant to Rule 12b-4 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and pursuant to the provisions of 17 C.F.R. §200.83.

 Selected Comparable Company Analysis, page
43

7.
Please tell us whether any additional companies that fit the criteria were not used, and, if not, why not. Similarly, please tell us whether any additional
transactions that fit the criteria for the selected transaction analysis were not used, and, if so, why not.

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 The Company respectfully
advises the Staff that Barclays has advised us that it is not aware of any particular additional company that met the criteria described on page 43 of the Preliminary Proxy Statement or of any particular additional transaction that met the criteria
described on page 44 of the Preliminary Proxy Statement.

 Selected Precedent Transaction Analysis, page 44

8.
We note that six of eight of the precedent transactions were announced over five years ago. Please briefly explain how these transactions are useful to this analysis
in light of their age and disclose whether there is any limitation in comparability because of the passage of time.

 The Company respectfully advises the Staff that Barclays has informed us that, as described on page 44 of the Preliminary Proxy Statement, Barclays selected the transactions involving companies in the
meat/protein industry that Barclays, based on its experience with merger and acquisition transactions, deemed relevant, taking into account, among other things, the similarity of the applicable target companies in the transactions to Smithfield with
respect to the mix, margins, end markets and other characteristics of the target companies’ businesses. Barclays advised us that it selected transactions since the year 2000 in order to create a significant sample set (rather than limiting the
selected transactions to those announced since the 2008 financial crisis) and that Barclays did not identify any limitation on comparability based upon the passage of time.

 Certain Financial Projections, page 48

9.
Include a brief discussion of the underlying assumptions and limitations of the projections provided.

In response to the Staff’s comment, the Company has revised the disclosure on page 51 of the Revised Preliminary Proxy Statement to
include a brief discussion of the underlying assumptions and limitations of the projections provided.

 Interests of Smithfield Directors
and Executive Officers in the Merger, page 52

10.
It appears you should provide two separate tables. Please revise this section to provide two separate tables: one table to disclose all golden parachute
compensation, including both the arrangements and amounts previously disclosed and subject to a shareholder advisory vote under section 14A(a)(1) of the Exchange Act and a separate table to disclose only the new arrangements and/or revised terms
subject to the separate shareholder vote under section 14A(b)(2) of the Exchange Act or advise. Refer to Instruction 6 to Item 402(t) of Regulation S-K.

 The Company respectfully advises the Staff that it believes that Instruction 6 to Item 402(t) of Regulation S-K requires two separate tables only when an issuer seeks to conduct a “say on golden
parachute” vote under Section 14A(b)(2) of the Exchange Act and Rule 14a-21(c) promulgated thereunder that is limited to compensation arrangements

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that have not previously been subject to a “say on pay” vote under Section 14A(a)(1) of the Exchange Act and Rule 14a-21(a) promulgated thereunder (or with respect to compensation
arrangements that have previously been subject to a “say on pay” vote but have since been revised). In other words, the Company believes that Instruction 6 applies only when an issuer is seeking to exclude from the “say on golden
parachute” vote compensation arrangements that have previously been subject to a “say on pay” vote and have not been revised. See, e.g., Section II.D.4.c.ii. of SEC Release No. 33-9178 (Jan. 25, 2011), “Exceptions to Rule
14a-21(c) Shareholder Advisory Vote,” note 281 and accompanying text. The Company also believes that this exception to the “say on golden parachute” vote requirement is voluntary and that issuers are not required to take advantage of
this exception if they so determine.

 The Company respectfully advises the Staff that it has determined not to take advantage
of the foregoing exception. The Company has chosen to subject all compensation that is related to the merger to the “say on golden parachute” vote. The compensation set forth in the “Potential Merger-Related Payments to Named
Executive Officers Table” on page 62 of the Revised Preliminary Proxy Statement on which shareholders are being asked to cast their advisory vote includes all compensation that is potentially payable in connection with the merger, which
includes not only compensation arrangements that have previously been subject to a “say on pay” vote (and have not been revised), but also new and/or revised compensation arrangements. Since the Company is choosing to subject all potential
merger-related compensation to the “say on golden parachute” vote and is choosing not to take advantage of the exception that would allow it to exclude from such vote compensation arrangements that have previously been subject to a
“say on pay” vote and have not been revised, the Company believes it is permissible for it to provide just one table containing all such merger-related compensation, instead of two separate tables as required by Instruction 6.

The Company further respectfully advises the Staff that it believes there is a question as to whether it would be able to take advantage
of the special exception to the “say on golden parachute” vote. One of the requirements to qualify for the exception is that the prior executive compensation disclosure subject to the “say on pay” vote must have satisfied the
requirements of Item 402(t). See SEC Release No. 33-9178, note 278 and accompanying text. As the Staff is aware, there are certain differences between the disclosures mandated by Item 402(t) and the executive compensation disclosures
otherwise required under Item 402 of Regulation S-K, including differences in how the disclosure is required to be presented. The Company did not design its prior executive compensation disclosures with the intent of satisfying the
Item 402(t) disclosure requirements and is uncertain whether those prior disclosures would in fact satisfy such requirements.

 Finally, the Company would also respectfully draw the Staff’s attention to the fact that the amounts payable to the executive officers under the new Retention Bonus Program are separately set forth
both in footnote 1 to the “Potential Merger-Related Payments to Named Executive Officers Table” on page 62 of the Revised Preliminary Proxy

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Statement and in the “Retention Bonuses for CEO and Senior Executives” table on page 56 of the Revised Preliminary Proxy Statement.

11.
Please add disclosure to the retention bonus discussion here to indicate that Shuanghui International Holdings Limited had expressed an interest that a retention
program be established in connection with the merger negotiations.

 In response to the Staff’s comment,
the Company has revised the disclosure on page 55 of the Revised Preliminary Proxy Statement to indicate that Parent had expressed an interest that a retention program be established in connection with the merger negotiations.

Financing of the Merger, page 62

Bank of China Financing, page 66

12.
Please revise to describe “certain of the same conditions” mentioned in the first paragraph of this section.

In response to the Staff’s comment, the Company has revised the disclosure on pages 69 and 70 of the Revised Preliminary Proxy
Statement to describe “certain of the same conditions” mentioned in the first paragraph of this section.

 Regulatory
Clearances and Approvals Required for the Merger, page 66

13.
Please revise this section to disclose the status of all regulatory approvals required for the merger to be completed. Refer to Item 14(b)(5) of Schedule 14A.
Please also include a brief of discussion of the government approvals sought in Mexico, Poland, Russia and Ukraine and the status of those approvals.

 In response to the Staff’s comment, the Company has revised the disclosure beginning on page 70 of the Revised Preliminary Proxy Statement to disclose the status of all regulatory approvals required
for the merger to be completed and to include a brief discussion of the government approvals sought in Mexico, Poland, Russia and Ukraine and the status of those approvals.

14.
In this regard, we note some news articles regarding the merger that discuss that some Midwestern states have laws restricting foreign ownership of agricultural
land. Please also discuss any state regulatory approvals that must be complied with or approval that must be obtained in connection with the transaction and, if the so, the status of compliance or approval or advise. Refer to Item 14(b)(5) of
Schedule 14A.

 The Company respectfully advises the Staff that it is aware that some Midwestern states have
laws restricting foreign ownership of agricultural land. Smithfield and Parent are currently in discussions with state regulators regarding the steps, if any, the surviving corporation