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 Smithfield Foods, Inc.
200 Commerce Street

 Smithfield, VA 23430

 September 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Erin Donahue

 Re: Smithfield Foods, Inc.

 Registration Statement on Form S-1 (File
No. 333-290000)

 Request for Acceleration of Effective
Date

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Smithfield Foods, Inc. (the " Company ") hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-1 (File No. 333-290000) of the Company, filed with the Securities
and Exchange Commission (the " Commission ") on September 3, 2025, as amended (the " Registration Statement "),
be accelerated so that such Registration Statement shall become effective at 4:00 p.m., Eastern Time, on September 4, 2025 or as soon
as possible thereafter.

 It would be appreciated if,
promptly after the Registration Statement has become effective, you would so inform our outside counsel, Colin J. Diamond of Paul Hastings
LLP, by telephone at (212) 318-6007 or by email at colindiamond@paulhastings.com and Brandon J. Bortner of Paul Hastings LLP, by telephone
at (202) 551-1840 or by email at brandonbortner@paulhastings.com. The Company hereby authorizes Colin J. Diamond or Brandon J. Bortner
of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely,

 SMITHFIELD FOODS, INC.

 By:
 /s/ C. Shane Smith

 Name:
 C. Shane Smith

 Title:
 Chief Executive Officer

 cc: Colin J. Diamond, Esq. (Paul Hastings LLP)

 Brandon J. Bortner, Esq. (Paul Hastings LLP)

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 September 3, 2025

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Erin Donahue

 Re: Smithfield Foods, Inc.
Registration Statement Filed on Form S-1
File No. 333-290000

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Act"), we, as representatives of the several underwriters, hereby join
in the request of Smithfield Foods, Inc. (the "Company") for acceleration of the effective date of the above-referenced Registration
Statement so that it becomes effective at 4:00 p.m., Eastern Time, on September 4, 2025 or as soon thereafter as practicable, or at such
other time as the Company or its outside counsel, Paul Hastings LLP, request by telephone that such Registration Statement be declared
effective.

 Pursuant to Rule 460 under
the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to the underwriters,
dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

 Morgan Stanley & Co. LLC

 BofA Securities, Inc.

 Barclays Capital Inc.

 As Representatives of the several Underwriters

 MORGAN STANLEY & Co. LLC

 /s/ Josh Kamboj

 Name:
 Josh Kamboj

 Title:
 Executive Director

 BOFA SECURITIES, INC.

 /s/ Ross Michler

 Name:
 Ross Michler

 Title:
 Managing Director

 BARCLAYS CAPITAL INC.

 /s/ Michaela Diverio

 Name:
 Michaela Diverio

 Title:
 Managing Director

 [Signature Page to Underwriters' Acceleration
Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

C. Shane Smith
Chief Executive Officer
SMITHFIELD FOODS INC
200 Commerce Street
Smithfield, Virginia 23430

 Re: SMITHFIELD FOODS INC
 Draft Registration Statement on Form S-1
 Submitted August 20, 2025
 CIK No. 0000091388
Dear C. Shane Smith:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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January 23, 2025

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick Fullem

Re:

 Smithfield Foods, Inc.

 Registration Statement Filed on Form S-1, as amended

 File No. 333-284141

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Smithfield Foods, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective at 3:00 p.m., Eastern Time, on January 27, 2025 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Paul Hastings LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to the underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

Morgan Stanley & Co. LLC

BofA Securities, Inc.

Goldman Sachs & Co. LLC

As Representatives of the several Underwriters

 MORGAN STANLEY & CO. LLC

 /s/ Josh Kamboj

 Name: Josh Kamboj

 Title: Executive Director

 BOFA SECURITIES, INC.

 /s/ Ross Michler

 Name: Ross Michler

 Title: Managing Director

 GOLDMAN SACHS & CO. LLC

 /s/ Tim Carson

 Name: Tim Carson

 Title: Managing Director

[Signature Page to Underwriters’ Acceleration Request]

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Smithfield Foods, Inc.

200 Commerce Street

Smithfield, VA 23430

January 23, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, N.E.

Washington, D.C. 20549

Attn:     Patrick Fullem

Re:      Smithfield Foods, Inc.

Registration Statement on Form S-1, as amended (File No. 333-284141)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smithfield Foods, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-284141) of the Company, filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2025, as amended (the “Registration Statement”), be accelerated so that such Registration Statement shall become effective at 3:00 p.m., Eastern Time, on January 27, 2025 or as soon as possible thereafter.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Colin J. Diamond of Paul Hastings LLP, by telephone at (212) 318-6007 or by email at colindiamond@paulhastings.com, Brandon J. Bortner of Paul Hastings LLP, by telephone at (202) 551-1840 or by email at brandonbortner@paulhastings.com and Alex M. Herman of Paul Hastings LLP, by telephone at (212) 318-6089 or by email at alexherman@paulhastings.com. The Company hereby authorizes Colin J. Diamond, Brandon J. Bortner or Alex M. Herman of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

Sincerely,

SMITHFIELD FOODS, INC.

By:

 /s/ C. Shane Smith

Name:

 C. Shane Smith

Title:

 Chief Executive Officer

cc: Colin J. Diamond, Esq. (Paul Hastings LLP)

 Brandon J. Bortner, Esq. (Paul Hastings LLP)

 Alex M. Herman, Esq. (Paul Hastings LLP)

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January 21, 2025

Page 1

January 21, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Fullem

Re: Smithfield Foods, Inc.

 Registration Statement on Form S-1

 Submitted January 6, 2025

 File No. 333-284141

Ladies and Gentlemen:

On behalf of our client, Smithfield Foods, Inc., a Virginia corporation (the “Company”), we submit to the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) the Company’s response to the comment contained in the Staff’s letter, dated January 13, 2025 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-1 filed on January 6, 2025 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company has filed via EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (the “Revised Registration Statement”), which reflects the Company’s response to the comment received from the Staff and certain other updated information.

For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Revised Registration Statement. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in the Revised Registration Statement.

Registration Statement on Form S-1 filed January 6, 2025

Certain Relationships and Related Party Transactions, page 173

1.Please update the table and other information in this section as applicable. Refer to Item 404 of Regulation S-K.

Response:  The Company acknowledges the Staff’s comment and has revised the “Certain Relationships and Related-Party Transactions” section to include the information required under Item 404 of Regulation S-K, specifically adding the nine months ended September 29, 2024 to the table on page 172.

Please do not hesitate to contact Colin J. Diamond at (212) 318-6007, Brandon J. Bortner at (202) 551-1840 or Alex M. Herman at (212) 318-6089 if you require additional information with respect to the foregoing. Thank you.

Sincerely,

/s/ Colin J. Diamond

Colin J. Diamond

cc:

C. Shane Smith

Smithfield Foods, Inc.

Tennille Checkovich, Esq.

Smithfield Foods, Inc.

Brandon J. Bortner, Esq.

Paul Hastings LLP

Alex M. Herman, Esq.

Paul Hastings LLP

2

January 13, 2025
C. Shane Smith
President and Chief Executive Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Re:Smithfield Foods, Inc.
Registration Statement on Form S-1
Filed January 6, 2025
File No. 333-284141
Dear C. Shane Smith:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 6, 2025
Certain Relationships and Related Party Transactions, page 173
1.Please update the table and other information in this section as applicable. Refer to
Item 404 of Regulation S-K.

January 13, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Colin Diamond

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January 6, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Fullem

Re: Smithfield Foods, Inc.

 Amendment No. 2 to Draft Registration Statement on Form S-1

 Submitted December 13, 2024

 CIK No. 0000091388

Ladies and Gentlemen:

On behalf of our client, Smithfield Foods, Inc., a Virginia corporation (the “Company”), we submit to the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) the Company’s response to the comments contained in the Staff’s letter, dated December 20, 2024 (the “Comment Letter”), with respect to the above-referenced Amendment No. 2 to Draft Registration Statement on Form S-1 confidentially submitted on December 13, 2024 (“Amendment No. 2”).

Concurrently with the submission of this letter, the Company has filed, via EDGAR, a Registration Statement on Form S-1 (the “Registration Statement”), which reflects the Company’s responses to the comments received from the Staff and certain other updated information.

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in the Registration Statement.

January 6, 2025

Page 2

Amendment No. 2 to Draft Registration Statement on Form S-1 submitted December 13, 2024

General

1.We note your revised disclosure that the selling shareholder in this offering is SFDS UK Holdings Limited. Please revise your cover page and the principal and selling shareholder section to identify the selling shareholder.

Response: The Company has revised the disclosure on the cover page and pages 179, 180 and 181 to identify SFDS UK Holdings Limited as the selling shareholder in this offering.

Lock-Up Agreements, page 175

2.Please file the lock-up agreement described in this section as an exhibit to your registration statement.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the form of lock-up agreement will be attached as an exhibit to the underwriting agreement, which will be filed as Exhibit 1.1 to the Registration Statement in connection with a future amendment.

Please do not hesitate to contact Colin J. Diamond at (212) 318-6007, Brandon J. Bortner at (202) 551-1840 or Alex M. Herman at (212) 318-6089 if you require additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/ Colin J. Diamond

Colin J. Diamond

cc:

C. Shane Smith

Smithfield Foods, Inc.

Tennille Checkovich, Esq.

Smithfield Foods, Inc.

Brandon J. Bortner, Esq.

Paul Hastings LLP

Alex M. Herman, Esq.

Paul Hastings LLP

2

December 20, 2024
C. Shane Smith
President and Chief Executive Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Re:Smithfield Foods, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted December 13, 2024
CIK No. 0000091388
Dear C. Shane Smith:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 2, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted December 13,
2024
General
1.We note your revised disclosure that the selling shareholder in this offering is SFDS
UK Holdings Limited. Please revise your cover page and the principal and selling
shareholder section to identify the selling shareholder.
Lock-Up Agreements, page 175
2.Please file the lock-up agreement described in this section as an exhibit to your
registration statement.

December 20, 2024
Page 2
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Colin Diamond

December 2, 2024
C. Shane Smith
President and Chief Executive Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Re:Smithfield Foods, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 18, 2024
CIK No. 0000091388
Dear C. Shane Smith:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our November 1, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted November 18,
2024
General
We note the graphics immediately following the prospectus cover page. Please revise
to include the table of contents on the inside front cover as required by Item 502(a) of
Regulation S-K or relocate your graphics to a less prominent position within your
registration statement. Additionally address the following items:
•We note your disclosure of several measures including Adjusted EBITDA for the
LTM Period Ended 9/29/24. However, you do not include prominent disclosure of
the most comparable GAAP measure, Net Income. Please revise accordingly;1.

December 2, 2024
Page 2
•Revise to provide the basis for leadership claims, clarifying whether these are
supported by quantitative criteria such as market share by revenues or similar
measures; and
•Remove or revise to discuss the $1.1 trillion global meat market, including the
assumptions upon which this is based and clarifying what portion thereof is
relevant to your products and markets, actual and intended. In this regard, we note
disclosure on page 1 indicating that your 25 key packaged meats categories
represent a total addressable market opportunity of $43 billion annually.
Consolidated Statements of Income, page F-4
2.We note from your response to our prior comment 23, that you believe your
investments are "operationally integral" to your operations. In this regard, we note that
the primary investments are biogas joint ventures, however this type of
business does not appear to be similar to the primary operations of the company which
is in the business of packaged meats and fresh pork. Please provide us additional
information as to why you believe these equity method investments are appropriately
included in operating income on your statement of operations. As part of your
response, please include a materiality analysis related to the different equity method
investments.
Interim Financial Statements for the Nine Months Ended September 30, 2024
Notes to the Financial Statements
Note 7. Employee Retention Tax Credits, page F-70
3.We note your disclosure that in 2020, you recognized a substantial amount of costs
during the pandemic, including costs to compensate employees who were not able to
work. We also note your disclosure that in the second quarter of 2024, you concluded
the recognition threshold of this credit had been met and therefore, recognized $86
million and $1 million of employee retention credits in cost of sales and
SG&A. Please explain to us why you are recognizing this credit in 2024 related to
costs incurred in 2020. As part of your response, please explain to us more about how
you are accounting for this amount, including whether you will receive cash for these
amounts and why you believe crediting cost of sales is appropriate.
Exhibits
4.Please file the shareholders’ agreement with WH Group as an exhibit to your
registration statement.

December 2, 2024
Page 3
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Colin Diamond

November 1, 2024
C. Shane Smith
President and Chief Executive Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Re:Smithfield Foods, Inc.
Draft Registration Statement on Form S-1
Submitted October 4, 2024
CIK No. 0000091388
Dear C. Shane Smith:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted October 4, 2024
Cover Page
1.We note your disclosure that you will be a controlled company after the closing of this
offering. Please revise your cover page to state whether you intend to rely on the
exchange controlled company exemptions extended to the company. Further revise
your disclosure here and elsewhere as appropriate to clarify whether WH Group
Limited is also a controlled company and, if so, to additionally identify your ultimate
controlling shareholders.
Industry and Market Data, page iii
We note that the prospectus includes industry and market data based on information
from several third-party sources. Please tell us if you commissioned any of the 2.

November 1, 2024
Page 2
industry or market data that you reference in the prospectus and, if so, file consents of
such third parties pursuant to Rule 436 of the Securities Act as exhibits to your
registration statement. In addition, we note your statement that, "market, ranking and
other similar industry data included in this prospectus, and estimates and beliefs based
on that data, may not be reliable." This statement appears to imply a disclaimer of
responsibility for this information. Please either revise this section to remove such
implication or specifically state that you are liable for all information in the
registration statement.
Prospectus Summary, page 1
3.Please revise your summary to present an objective description of the challenges
and/or weaknesses of your business and operations. For example, you highlight your
competitive advantages without equally prominent disclosure regarding your
weaknesses. Please also disclose the basis for your claim that you are the largest fresh
pork producer in North America, clarifying the quantitative criteria and any material
assumptions upon which it is based.
4.We note the table presented at the top of page three where you present Ratio of Debt
to Adjusted EBITDA, a non-GAAP financial measure, without disclosing its most
directly comparable GAAP measure, Ratio of Debt to Net Income, with equal or
greater prominence. Please revise your disclosure in accordance with the guidance in
Item 10(e)(1)(i)(A) of Regulation S-K and ensure you disclose the most directly
comparable GAAP measure with non-GAAP measures throughout your filing. For
example, we also note the chart on page six does not include Net Income, the most
directly comparable measure to Adjusted Net Income and Adjusted EBITDA. Please
revise accordingly.
The Offering, page 19
5.Please revise your disclosure with respect to the overallotment shares to quantify the
number thereof that will be sold by you and the selling shareholder, respectively.
Non-GAAP Measures , page 23
6.We note that in the table on the top of page 24 you include disclosure of Adjusted net
income margin from continuing operations and Adjusted EBITDA margin from
continuing operations without disclosure of the most comparable GAAP measure
either in the table, or in the tables above on page 22. Please revise to include this
disclosure as required by Item 10(e)(1)(i)(A) of Regulation S-K.
7.We note that in the tables on page 24 you disclose a total of the segment profit
amounts. Please note that a total segment profit amount may be appropriate in the
notes to the financial statements as part of the reconciliation required by ASC 280-10-
50-30, however when presented outside the notes to the financial statements, this
amount represents a non-GAAP financial measure. Please revise to disclose this total
segment profit amount as a non-GAAP financial measure and include the disclosures
required in Item 10(e) of Regulation S-X.

November 1, 2024
Page 3
Risk Factors, page 25
8.Please add risk factor disclosure to discuss the specific material risks that relate to
your operations in Mexico and to your bioscience operations and products. In this
regard, we note disclosure on page 75 identifying various factors contributing to the
loss recorded by these operations in 2023.
Outbreaks of disease among or attributed to livestock can significantly affect production...,
page 28
9.We note disclosure that you we have experienced outbreaks of livestock diseases,
together with the potential risks related to such outbreaks. Please expand your
disclosure to more fully discuss disease outbreaks you have experienced and the
actual resulting impacts on your business, financial condition, and results of
operations, including quantitative information, rather than presenting such risks as
potential. In this regard, we note the reference to "persistent livestock disease issues"
on page 68 in connection with your decision to cease certain Missouri operations.
Please make analogous revisions on page 30 with respect to product recalls you have
experienced.
Our controlling shareholder is required by the stock exchange on which its shares are listed to
disclose and obtain approval..., page 51
10.We note your disclosure that your controlling shareholder is subject to the listing rules
of The Stock Exchange of Hong Kong Limited, including a requirement to obtain
shareholders' approval for certain corporate actions that you undertake. Please
disclose whether and how these listing rules relate to the offering, and whether the
offering is subject to the approval of any other regulatory authority.
Our amended and restated bylaws designate the U.S. District Court..., page 58
11.Please clarify if the exclusive forum provision applies to the Securities Exchange Act
of 1934.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Segment Results, page 74
12.Where you identify multiple factors which contributed to material changes in your
period over period results, please expand your disclosures to quantify the
individual impact of each factor. As an example, your disclosure at the bottom of page
74 indicates that segment profit for the Packaged Meat segment increased due to
lower raw material costs, offset by impact of lower average sales prices, the effects of
the sale of Saratoga and a decline in volume. Refer to Item 303 of Regulation S-K.
Liquidity and Capital Resources, page 80
13.Please provide the amount outstanding under the credit agreement.
Non-GAAP Measures, page 86
The litigation adjustment on page 87 appears to relate to legal costs as well as
litigation accruals and settlements. Please tell us the amount of each component of the
adjustment and address how you considered Question 100.01 of the Division of 14.

November 1, 2024
Page 4
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures in your determination that these costs do not represent normal
recurring costs.
Business, page 97
15.Please revise, in the appropriate section, to provide a brief description of WH Group
Limited.
Our Operations
Integrated Supply Chain and Hog Production Segment, page 111
16.Please revise to fully discuss the specific details of your "integrated"
and "differentiated supply chain."
Intellectual Property, page 120
17.Please revise to disclose the duration and effect of all patents, trademarks, licenses,
franchises, and concessions held. Refer to Item 101(c)(1)(iii)(B) of Regulation S-K.
Additionally revise to disclose the material provisions of your license agreement with
Nathan's Famous and related party license agreements discussed on pages 145-46.
Other Regulation, page 123
18.Please revise your disclosure to more fully discuss the draft Effluent Limitations
Guidelines for wastewater discharges of meat and poultry facilities referenced on page
44. Your disclosure should discuss the Guidelines' principal provisions,
potential impact on your operations, and procedural status and timing.
Management
Composition of the Board of Directors, page 131
19.Please revise to include or cross-reference disclosure regarding the rights of WH
Group to nominate directors for election pursuant to the shareholders' agreement.
Certain Relationships and Related Party Transactions, page 144
20.Please file as the agreements referenced in this section as exhibits to your registration
statement, or tell us why you believe you are not required to do so. Refer to Item
601(b)(10) of Regulation S-K.
Description of Capital Stock, page 152
21.Please set forth the approximate number of holders of each class of common equity as
of the latest practicable date. Refer to Item 201(b)(1) of Regulation S-K.
Exclusive Forum, page 157
We note your disclosure that the federal district courts of the United States will be the
sole and exclusive forum for actions arising under the Securities Act. Please state that
there is uncertainty as to whether a court would enforce such provision. Please also
state that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits 22.

November 1, 2024
Page 5
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. Please also revise your risk factor accordingly.
Consolidated Statements of Income, page F-5
23.We note that you present (income) loss from equity method investments within
operating profit (loss) on your consolidated statements of income. Please explain to us
why you believe this amount is appropriately presented within operating profit (loss)
rather than below income tax expense as indicated in Rule 5-03 of Regulation S-X.
Note 8. Equity Method Investments, page F-34
24.We note that the loss related to equity method investments is approximately 35% of
income from continuing operations for the year ended December 31, 2023. Please tell
us your consideration for including the disclosures related to summarized information
of the investees as required by ASC 323-10-50-3(c).
Note 15. Fair Value Measurements, page F-48
25.We note that disclosures related to the fair value measurements of your redeemable
NCI do not appear to be included in Note 15. Please revise to include all disclosures
required by ASC 820-10-50 including a reconciliation from the opening balances to
the closing balances, disclosing separately changes during the period attributable to
various factors. See guidance in ASC 820-10-50-2(c).
Note 19: Subsequent Events, page F-55
26.With a view toward future disclosure, please tell us how you determined the
transaction for the sale of Utah hog production assets qualifies as a
sale and leaseback transaction, as well as how the gain was determined.
General
27.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.  Please
contact the staff member associated with the review of this filing to discuss how to
submit such copies.
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

August 15, 2013

Via E -mail
Robert W. Manly , IV
Chief Financial Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, Virginia  23430

Re: Smithfield Foods, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed June 18, 2013
File No. 001 -15321

Dear Mr. Manly :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Susan Block

Susan Block
Attorn ey-Advisor

cc: Via E -mail
Patrick J. Naughton, Esq.
Simpson Thacher & Bartlett LLP

CORRESP
1
filename1.htm

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

 August 12, 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 (Revised)

Filed July 26, 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 August 8, 2013 (the “Comment Letter”) relating to the above-referenced Revised Preliminary Proxy Statement on Schedule 14A (the
“Revised Preliminary Proxy Statement”). We have updated the Revised Preliminary Proxy Statement (the “Second 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 Second Revised Preliminary Proxy Statement, we are sending to the Staff, by overnight courier, four clean and marked courtesy copies of the Second Revised
Preliminary Proxy Statement reflecting changes to the Revised Preliminary Proxy Statement as filed on July 26, 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 headings from the Comment Letter in bold below and the text of the Staff’s comments
in italics below.

 1

 www.smithfieldfoods.com

michaelcole@smithfieldfoods.com

Staff Comments and Company Responses

 Legal Proceedings Regarding the Merger, page 7

1.
Please provide us with copies of the complaint related to the proposed transaction.

In response to the Staff’s comment, a copy of the complaint related to the proposed transaction was provided to the Staff by
McGuireWoods LLP under separate cover on August 9, 2013.

 The Merger Proposal, page 27

Background of the Merger, page 28

2.
We note your response to our prior comment 4 and reissue in part. Please revise your Background of the Merger section to include a brief discussion of your
negotiations with respect to the proposed joint delisting takeover referenced in your response to us, and a brief discussion of the reasons for terminating the negotiations.

In response to the Staff’s comment, the Company has revised the disclosure on page 28 of the Second Revised Preliminary Proxy
Statement to include a brief discussion of our negotiations with respect to the proposed joint delisting takeover referenced in our response to the Staff, and a brief discussion of the reasons for terminating the negotiations.

Opinion of Smithfield’s Financial Advisor, page 43

 General, page 49

3.
Please revise to also disclose any other compensation Barclays has received from you during the last two years. Refer to Item 14(b)(6) of Schedule 14A and
Item 1015(b) of Regulation M-A.

 In response to the Staff’s comment, the Company has revised the
disclosure on page 50 of the Second Revised Preliminary Proxy Statement to disclose any other compensation Barclays has received from Smithfield during the last two years.

 Selected Comparable Company Analysis, page 45

4.
 On page 45, you state that Barclays believed that, of the selected comparable companies, Tyson Foods, Inc. was the most similar to you. Please
describe the basis

 2

of this belief and whether the results of Barclays’ analysis of Tysons Foods, Inc. were weighted more heavily in the selected comparable company analysis.

In response to the Staff’s comment, the Company has revised the disclosure on page 45 of the Second Revised Preliminary Proxy
Statement to describe the basis of Barclays’ belief that Tyson Foods, Inc. was most similar to Smithfield and whether the results of Barclays’ analysis of Tyson Foods, Inc. were weighted more heavily in the selected comparable company
analysis.

 Selected Precedent Transaction Analysis, page 46

5.
Please clarify the criteria used for selecting the transactions for this analysis so that investors can understand why more recent transactions may not have fit the
criteria or advise.

 In response to the Staff’s comment, the Company has revised the disclosure on page
46 of the Second Revised Preliminary Proxy Statement to clarify the criteria used for selecting the transactions for this analysis.

 **************

 Smithfield hereby acknowledges that:

•

 Smithfield is responsible for the adequacy and accuracy of the disclosure 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

•

 Smithfield 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 thank you for your assistance in this matter. Please do not hesitate to call me at
(757) 365-3030 with any questions or further comments you may have regarding this letter or if you wish to discuss our responses to the Comment Letter.

 Very truly yours,

 /s/ Michael H. Cole

Michael H. Cole

 Vice President and Chief Legal Officer

 3

cc:
Patrick J. Naughton, Simpson Thacher & Bartlett LLP

Carl R. Sanchez, Paul Hastings LLP

James M. Anderson III, McGuireWoods LLP

 4

August 8, 2013

Via E -mail
Robert W. Manly , IV
Chief Financial Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, Virginia  23430

Re: Smithfield Foods, Inc.
 Preliminary Proxy Statement on Schedule 14A  (Revised)
Filed July 26 , 2013
File No. 001 -15321

Dear Mr. Manly :

We have reviewed your responses to the comments in our letter dated July 15, 2013 and
have the following additional comments.  All page numbers below correspond to the marked
version of your filing.

Legal Proceedings Regarding the Merger, page 7

1. Please provide us with copies of the complaint  related to the proposed transaction.

The Merger Proposal, page 27

Background of the Merger, page 28

2. We note your response to our prior comment 4 and reissue in part.  Please revise your
Background of the Merger section to include a brief discussion of you r negotiations with
respect to the  proposed jo int delisting takeover referenced in your response to us , and a
brief discussion of the reasons for terminating the negotiations.

Opinion of Smithfield’s Financial Advisor, page 43

General, page 49

3. Please revise to also disclose  any other compensation Barclays has received from you
during the last two years.  Refer  to Item 14(b)(6) of Schedule 14A and Item 1015(b) of
Regulation M -A.

Robert W. Manly , IV
 Smithfield Foods, Inc.
August 8, 2013
Page 2

 Selected Comparable Company Analysis, page 45

4. On page 45, you state that  Barclays  believe d that, of the selected comparable companies,
Tyson Foods, Inc. was  the most similar  to you.  Please describe the basis of this belief
and whether the results of Barclays’ analysis of Tysons Foods, Inc. were weighted more
heavily in the selected comparable company analysis.

Selected Precedent Transaction Analysis, page 46

5. Please clarify  the criteria used for selecting the transactions for this analysis so that
investors can understand why more recent transactions may not have fit the criteria  or
advise .

Please contact Sonia Bednarowski  at (202) 551 -3666  or me at  (202) 551 -3210  with an y
other questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

cc: Via E -mail
Patrick J. Naughton, Esq.
Simpson Thacher & Bartlett LLP

CORRESP
1
filename1.htm

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.

 1

 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.

 2

 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.

 3

 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

 4

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

 5

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

July 15 , 2013

Via E -mail
Robert W. Manly , IV
Chief Financial Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, Virginia  23430

Re: Smithfield Foods, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed June 18, 2013
File No. 001 -15321

Dear Mr. Manly :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

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 i n soliciting proxies by personal interview or
telephone.

Robert W. Manly , IV
 Smithfield Foods, Inc.
July 15 , 2013
Page 2

 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.

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 advisor s, rather than stating that they should
consult their 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.  T o the extent any other strategic
alternatives were considered by your Board, such as other strategic partnerships, merger
or acquisition transactions, please revise this se ction to discuss in greater detail if, or
when, those alternatives were considered and for what reason those alternatives were not
considered or pursued.

5. We also note the discussion in the third paragraph of page 28 regarding other possible
transac tions 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 alternat ives 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 material s 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.

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 use d, and, if so, why not.

Robert W. Manly , IV
 Smithfield Foods, Inc.
July 15 , 2013
Page 3

 Selected Precedent Tran saction 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 limit ation in comparability because of the
passage of time.

Certain Financial Projections, page 48

9. 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 disclose d 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 vo te under section 14A(b)(2) of the Exchange Act or advise .  Refer to
Instruction 6 to Item 402(t) of Regulation S -K.

11. Please add disclosure to the retention bonus discussion here to indicate that Shuanghui
International Holdings Limited  had expressed an int erest 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.

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.

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 regula tory approvals that must be complied with or approval that

Robert W. Manly , IV
 Smithfield Foods, Inc.
July 15 , 2013
Page 4

 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.

Conditions to th e closing of the Merger, page 80

15. For each condition to the merger that may be waived, please clarify which party may
waive the condition.

Security Ownership of Certain Beneficial Owners  and Management, page 88

16. Please revise this section to include the addresses of securit y owners and management.
In addition, disclose the aggregate percent of shares owned by your beneficial owners and
management.  Refer to Item 403 of Regulation S -K.

17. Please identify t he natural persons with voting and investment power over the shares held
by BlackRock, Inc.

Material U.S. Federal Income Tax Consequences of the Merger, page 90

18. We note your statement that you included “ a general discussion of the material U.S.
federal income tax consequences of the merger .”  Please revise this section  to clarify that
you have addressed  all material U.S. federal income tax consequences.  Please also delete
the statement  that the tax summary “is for general information only” because investors
are entitled to rely on this section.

Where You Can Find More Information, page 94

19. Please revise to undertake to provide , by oral request, as well as written, all information
that has been incorporated by reference into the filing.  Refer to Note D.2 of Schedule
14A.

Other

20. We note that some items required by Schedule 14A are incorporated by reference from
the Form 10 -K for fiscal year end ed April 28, 2013 , filed June 18, 2013 .  We also note
that the Part III information from that Form 10 -K is incorporated by reference to your to
be filed definitive proxy statement .  With your revised proxy statement, please include
any of that Part III information that you are c urrently antici pating incorporating  by way
of the definitive proxy statement or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and al l applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Robert W. Manly , IV
 Smithfield Foods, Inc.
July 15 , 2013
Page 5

 In responding to our  comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not fore close
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.

Please contact Tonya K. Aldave  at (202) 551 -3601  or me at  (202) 551 -3210  with any
other questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

cc: Via E -mail
Patrick J. Naughton, Esq.
Simpson Thacher & Bartlett LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        March 16, 2012
Via E-mail

Mr. Robert W. Manly, IV Chief Financial Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430

Re: Smithfield Foods, Inc.
 Form 10-K for the fiscal year ended May 1, 2011
Filed June 17, 2011 Form 10-Q for the fiscal quarter ended October 30, 2011 Filed December 9, 2011
 File No. 001-15321

Dear Mr. Manly:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,  /s/ Linda Cvrkel  Linda Cvrkel Branch Chief

CORRESP
1
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		SEC Comment Response March 2012

March 8, 2012

VIA EDGAR

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re:    Smithfield Foods, Inc.

Form 10-K for the fiscal year ended May 1, 2011

Filed June 17, 2011

Form 10-Q for the fiscal quarter ended October 30, 2011

Filed December 9, 2011

File No. 001-15321

Dear Ms. Cvrkel:

We are writing to respond to your letter, dated February 23, 2012, to Robert W. Manly, IV, Chief Financial Officer of Smithfield Foods, Inc., with respect to the above-referenced filings.  Throughout this letter, “we,” “our,” “us,” “Smithfield,” and the “Company” refer to Smithfield Foods, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise.

For convenience of reference, each comment from your letter is reprinted in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

Form 10-Q for the Fiscal Quarter Ended October 30, 2011

Financial Statements, page 3

Notes to Consolidated Condensed Financial Statements, page 6

Note 6: Investments, page 12

1.

 We note your disclosure that because the carrying value of your investment in CFG continued to exceed the market value of the underlying securities as of October 30, 2011, you analyzed your investment in CFG for impairment and have determined that the fair value exceeded its carrying amount as of October 30, 2011.  We further note that due to assumptions included in your analysis which are disclosed in Note 6, you determined that no impairment existed as of October 30, 2011.  Please explain in further detail why you believe that your investment in CFG has not been impaired as of October 30, 2011.  Also, in light of the fact that it does not appear that the market value of the CFG securities has increased significantly through the current date, please tell us if you have evaluated your investment in CFG for impairment subsequent to October 30, 2011 and if so, please

provide us the results of your impairment analysis.  If you have recorded any impairment loss, please explain to us how that loss was calculated or determined.

Response

October 30, 2011 Analysis

In evaluating our investment in CFG, which is accounted for under the equity method, for potential impairment we reviewed the guidance for a decline in investment value contained in ASC 323-10-35-31 and ASC 323-10-35-32, which requires the recognition of a loss in value of an investment that is other than temporary.  ASC 323-10-35-32 states that “evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment.  A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. However, a decline in the quoted market price below the carrying amount or the existence of operating losses is not necessarily indicative of a loss in value that is other than temporary. All are factors that shall be evaluated.”

CFG is Europe's largest packaged meats company, with leading market shares in Spain, France, Belgium, Holland, and Portugal.  CFG's shares are traded on the Bolsa de Madrid stock exchange. The table below shows CFG's intra-day high share price and Smithfield's carrying value, expressed in euro per share, on various dates relevant to our disclosures1.  The carrying value figures are based on prevailing currency exchange rates on those dates.

Date

 Share Price

 Carrying Value

October 30, 2011

 €6.35

 €7.83

January 29, 2012

 €6.75

 €7.55

February 17, 2012

 €7.20

 €7.54

March 5, 2012

 €6.61

 €7.51

As of October 30, 2011, we considered the market price of CFG's stock in assessing the fair value of our investment.  However, the price of a single equity share traded on the Madrid stock exchange is not, by itself, an appropriate indication of the fair value of our investment for the following reasons:

1.

 the minority shares traded on the Madrid exchange confer no special rights or privileges to buyers.  In contrast, the shares comprising our 37% stake in CFG contractually entitle us to two seats on CFG's 9-person board of directors, giving us the ability to exert significant influence over the strategic and operational decisions of our investee.  Indeed, if our shares were sold in a block, a buyer could likely increase its board representation to three seats under Spanish law.

——————————————

1 Share prices on quarter end dates reflect the last trading day in the quarter

2.

 the stock is very thinly traded and is therefore not the most reliable measure of fair value of our investment. CFG is a closely held company, with the three largest shareholders owning approximately 74% of the outstanding shares. Even amongst the remaining shareholders there

is significant concentration. Smithfield is the single largest shareholder, owning a 37% stake.  The price on the Madrid exchange is reflective of a single minority share and does not reflect the fair value of shares with an attendant “influence” or “control” premium.

The average daily trading volume over the previous three months represents just 0.007% of the total outstanding shares (average trading volume of 7,200 shares while the total number of shares outstanding is in excess of 102 million). The lack of an active market has caused significant fluctuations and volatility in the stock price that are not commensurate with fundamental changes in the underlying business and the fair value of our holding in CFG.

For these reasons, we do not believe the market price of CFG's stock is, by itself, determinative in measuring the fair value of our investment.  Therefore, we considered a number of other factors in assessing the fair value of our investment as of October 30, 2011, including:

1.

 A recent independent valuation report on CFG prepared for Spanish securities regulators by PricewaterhouseCoopers (“PwC”), an internationally recognized professional services firm.  The report, dated less than 7 months prior to our quarter ended October 30, 2011, thoroughly examined the fair value of CFG using generally accepted valuation techniques, including discounted cash flow (“DCF”) analysis to estimate an enterprise value for CFG. The report estimates the fair value of CFG to range between €8.63 and €9.11 per share; values well in excess of the €7.83 carrying value of our investment as of October 30, 2011.

The PwC report was commissioned by CFG in connection with a joint de-listing takeover bid involving the chairman of CFG and Smithfield Foods (see attached press release dated April 6, 2011 marked as Exhibit I).  The takeover bid contemplated a price of €9.50 per share to be paid to selling minority shareholders. While the transaction was not ultimately consummated, Smithfield's public acknowledgment of our intention to acquire additional shares at €9.50 demonstrates Smithfield's determination of fair value at that time.

2.

 Expectations about the future cash flows of CFG.  We compared the assumptions about future cash flows used in PwC's report to subsequent plans formulated by management in connection with their annual long range forecast budgeting process, noting no material change in valuation would result from an updated DCF analysis.  In December 2011, CFG's board of directors approved a plan to consolidate and streamline its manufacturing operations.  We expect this plan will significantly improve the future profitability and cash flows of CFG.

3.

 Market multiples for comparable businesses obtained from our financial advisors. The multiples we examined are widely accepted measures of enterprise value (i.e. EBITDA multiple) and are therefore an appropriate indicator of the fair value of our investment.

4.

 The market price of CFG's stock as quoted on the Bolsa de Madrid stock exchange. As discussed above, while we do not believe the market price of CFG's common stock is, by itself, determinative in measuring the fair value of our investment, we do nevertheless consider the market values quoted on the Madrid exchange to be an indicator of fair value.

In assessing fair value based upon the quoted stock price, we assigned a range of reasonable “influence” premiums for our shares based on our large 37% stake, our two board seats, and our ability to significantly influence CFG's strategic and operational decisions. The range of premiums applied is supported by independent studies of premiums paid for minority ownership interests.

Exhibit II, attached, shows a 12 month comparison of CFG's share price, with an appropriate range of influence premiums applied, to the carrying value of our investment.  The exhibit shows the inflexion point during our second quarter when the fair value of our investment, as measured only by the market price of the stock plus an influence premium, was briefly below the carrying value.  By quarter end, the share price had increased such that no gap existed.

Based on an evaluation of all these factors, we concluded the fair value of our investment in CFG as of October 30, 2011, exceeded its carrying amount.

Subsequent Analysis

We analyzed the fair value of our investment in CFG again at the end of our third quarter of fiscal 2012, which ended January 29, 2012.  From October 30, 2011 to January 29, 2012, the market price of CFG's stock rose 6%.  By February 17, 2012, the stock had risen an additional 7% before falling back to quarter end levels (underscoring our concerns about volatility in a shallow market). At the same time, the carrying amount of our investment decreased by $43.9 million, largely representing our proportionate share of restructuring charges CFG recorded in December 2011.  The restructuring plan formulated by CFG management is designed to improve operating efficiencies and profitability.

We assessed the fair value of our investment as of January 29, 2012 based on the same factors described above, updated for material changes or developments, and concluded that our investment in CFG was not impaired.

Other Factors

Supplemental to our analysis, in each of these periods, we believe we provided transparency in our disclosures. We believe our disclosures call attention to the issue, provide our assumptions and judgments made about the value of our investment, and enable the financial statement user to evaluate any potential impact on our financial statements of a potential write-down of our investment, if that write-down was based solely upon the market price of the stock. Qualitatively, our judgments about CFG, both at the end of the second and third quarters, are influenced by other factors, including:

–

 CFG's stock price, even without any influence premium applied, traded well above our current carrying value as recently as June 2011, when the shares traded in excess of €9 per share.

–

 As recently as February 17, 2012, the market value of CFG's shares on the Madrid exchange, without any influence premium applied, was within 4.1% of the current carrying value of our shares. Moreover, the shortfall, when measured in the context of our balance sheet, is less than three tenths of one percent of Smithfield’s total assets.

–

 CFG has no history of operating losses.

–

 Contemporaneous discussions with investment bankers about fair values for CFG.

We hope these explanations have been helpful.  Should the Staff have further questions, we would welcome the opportunity to discuss our investment in CFG with the Staff.

Form 8-K filed November 7, 2011

Exhibit 99.1

2.

 We refer to the reconciliation of operating profit - consolidated to consolidated adjusted EBITDA on page 3.  We note that the company has reconciled this measure to operating profit rather than net income, which would be the most comparable US GAAP measure.  Please revise to reconcile the non-GAAP measure “consolidated adjusted EBITDA” to the company's net income, the most comparable GAAP measure.  Refer to the guidance outlined in Regulation G and Questions 103.02 of the Compliance and Disclosure Interpretations issued by the Division of Corporation Finance regarding Non-GAAP Financial Measures.

Response

We filed an amended 8-K on March 8, 2012 with a revision to the table containing the reconciliation of “operating profit - consolidated to consolidated adjusted EBITDA”.  The revision reconciles “consolidated adjusted EBITDA” to “net income”. In any future filings, EBITDA will be reconciled to net income.

***********

The Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please direct any further questions or comments you may have regarding this filing to the undersigned at (757) 365-3075.

 Very truly yours,

 /s/    KENNETH M. SULLIVAN

 Kenneth M. Sullivan

 Vice President, Finance and Chief Accounting Officer

 Smithfield Foods, Inc.

cc:

C. Larry Pope

Robert W. Manly, IV

Michael H. Cole

Timothy Winder, Ernst & Young

Glenn Nunziata, Ernst & Young

EXHIBIT I

FOR IMMEDIATE RELEASE

Contact:

Keira Lombardo

Smithfield Foods, Inc.

(757) 365-3050

keiralombardo@smithfieldfoods.com

Smithfield Foods Confirms Discussions to Acquire Controlling Interest in Campofrío Food Group

SMITHFIELD, Virginia (April 6, 2011)-Smithfield Foods, Inc. (NYSE: SFD) confirmed today that the company and Pedro Ballvé are currently evaluating a joint de-listing takeover bid to acquire the remaining approximate 50 percent of Campofrío Food Group, S.A. for €9.5 per share. Mr. Ballvé is the current chairman of Campofrío. The acquisition would give Smithfield 87.6 percent controlling interest in Campofrío, Europe's leading packaged meats company. Smithfield currently owns 37 percent of Campofrío.

This announcement is being made following the filing earlier today by Campofrío of a Communication of Relevant Fact with the Spanish securities regulators relating to the potential joint de-listing takeover bid.

The takeover bid would be subject to various conditions, including (1) completion of confirmatory due diligence, (2) entering into all necessary binding agreements, (3) approval of the takeover bid by the Spanish securities commission, and (4) the waiver of the company's existing standstill agreement with Campofrío, which is currently effective until December 30, 2011. The transaction would also be subject to other regulatory approvals, including competition review.

“The acquisition of Campofrío would further Smithfield's long term strategy of becoming a leading global consumer packaged meats company,” said C. Larry Pope, president and chief executive officer. “In addition, we are assessing potential synergies relating to sales, operations and raw materials with both our U.S. and international businesses,” he continued.

While no financing arrangements have been finalized, the company anticipates the estimated €500 million required to fund the takeover bid would be provided through a combination of existing liquidity and capital markets financings that will enhance shareholder value while maintaining a conservative balance sheet.

In 2010, Campofrío reported revenues of €1.83 billion.

About Smithfield Foods

Smithfield Foods is the world's largest pork processor and hog producer, with revenues exceeding $11 billion in fiscal 2010. In the United States, the company is also the leader in numerous

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        February 23, 2012
Via E-mail

Mr. Robert W. Manly, IV Chief Financial Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430

Re: Smithfield Foods, Inc.
 Form 10-K for the fiscal year ended May 1, 2011
Filed June 17, 2011 Form 10-Q for the fiscal quarter ended October 30, 2011 Filed December 9, 2011
 File No. 001-15321

Dear Mr. Manly:

We have reviewed your filings and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by confirming that you will revise
your document in future filings and providing the requested information.  If you do not believe our
comments apply to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have
additional comments.

 Form 10-Q for the Fiscal Quarter Ended October 30, 2011

 Financial Statements, page 3

Notes to Consolidated Condensed Financial Statements, page 6
Note 6:  Investments, page 12

1. We note your disclosure that because the carrying value of your investment in CFG
continued to exceed the market value of th e underlying securities as of October 30, 2011,
you analyzed your investment in CFG for impair ment and determined that the fair value
exceeded its carrying amount as of October 30, 2011.  We further note that due to assumptions included in your analysis which ar e disclosed in Note 6, you determined that
no impairment existed as of October 30, 2011.  Please explain to us in further detail why

Mr. Robert W. Manly, IV
Smithfield Foods, Inc. February 23, 2012 Page 2
 you believe that your investment in CFG has not been impaired as of October 30, 2011.
Also, in light of the fact that it does no t appear that the market value of the CFG
securities has increased significantly through th e current date, please tell us if you have
evaluated your investment in CFG for impa irment subsequent to October 30, 2011 and if
so, please provide us the results of your impa irment analysis.  If you have recorded any
impairment loss, please explain to us how  that loss was calculated or determined.
  Form 8-K filed November 7, 2011

Exhibit 99.1

2. We refer to the reconciliation of operating prof it – consolidated to consolidated adjusted
EBITDA on page 3.  We note that the company has reconciled this measure to operating profit rather than net income, which would be  the most comparable US GAAP measure.
Please revise to reconcile the non-GAAP m easure “consolidated ad justed EBITDA” to
the company’s net income, the most comparab le GAAP measure.  Refer to the guidance
outlined in Regulation G and Questions 103.02 of the Compliance and Disclosure
Interpretations issued by the Division of Corporation Financ e regarding Non-GAAP
Financial Measures.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.   In connection with responding to our comme nts, 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 re sponse to staff comments do not foreclose the
Commission from taking any action w ith 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.

Mr. Robert W. Manly, IV
Smithfield Foods, Inc. February 23, 2012 Page 3
 You may contact Heather Clark at 202-551-3624 or Claire Erla nger at 202-551-3301 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at 202-551-3813 with any other questions.
Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

March 30, 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 completed our review of your Form 10-K noted above and do not, at  this time, have any
further comments.
Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
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		WebFilings | EDGAR view

March 22, 2011

VIA EDGAR

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re:    Smithfield Foods, Inc.

Form 10-K for the year ended May 2, 2010

Filed June 18, 2010

File No. 1-15321

Dear Ms. Cvrkel:

We are writing to respond to your letter, dated February 23, 2011, to C. Larry Pope, President and Chief Executive Officer of Smithfield Foods, Inc. with respect to the above-referenced filing.  Throughout this letter, “we,” “our,” “us,” “Smithfield,” and the “Company” refer to Smithfield Foods, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise.

For convenience of reference, each comment from your letter is reprinted in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

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 and closing certain to the Company's hog farms.  We also note that during the first 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 million in the first quarter of fiscal 2010 to write-down the hog farms to their estimated fair values.  We further note that these hog farm assets, which consist primarily of property, plant and equipment with carrying values of $27.9 million at May 2, 2010 have been classified as held and used at this date.  Given that you have ceased operations at certain of these facilities and are marketing certain of the facilities for sale, please explain in further detail why you have classified these properties as held for use at May 2, 2010 rather than as assets 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 impairment charges were required.  As part of your response, please also explain how you determined

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.

Response

In the fiscal quarter ended August 2, 2009, the Company:

1.    made a decision to shutter our Dalhart, Texas farm operations (Dalhart).

2.    entered into negotiations with a potential buyer for the sale of our Coffey Pod hog farms in Missouri (Coffey).

As a result of these events, the Company evaluated these two properties for impairment in accordance with ASC 360-10-35 and recorded an impairment charge of approximately $34.1 million in the quarter ended August 2, 2009.

Classification of Asset Groups

We determined that the Dalhart farms did not meet all of the criteria in ASC 360-10-45-9 necessary to classify the properties as assets held for sale.  Specifically, we concluded that it was not probable that a sale of the properties would occur and be completed within one year and there was not an active program in place to locate a buyer as required by ASC 360-10-45-9d.  The primary factors in reaching this conclusion were 1) a lack of interest in the properties from prospective buyers, and 2) the geographic location of these farms in relation to live hog markets. We reached a similar conclusion as of May 2, 2010.  Therefore, we continued to classify these properties as held and used as of May 2, 2010.

In the fiscal quarter ended August 2, 2009, we also entered into negotiations with a potential buyer for the sale of our Coffey Pod hog farms in Missouri (Coffey).  We reached a conclusion that the Coffey farms had met all of the criteria to be classified as held for sale.  As such, we classified these properties as held for sale as of August 2, 2009 and November 1, 2009.  However, in the quarter ended January 31, 2010, negotiations for the sale of these properties stalled indefinitely as we were unwilling to meet certain demands of the prospective buyer.  At that time, we concluded it was no longer probable that a sale of these properties would occur and be completed within one year as required by paragraph 45-9d of ASC 360-10.  As a result, we reclassified these properties as “held and used” as of January 31, 2010 pursuant to ASC 360-10-35-44 and determined that no adjustment to the carrying amount was necessary.  We reached this same conclusion as of May 2, 2010.  Therefore, we continued to classify these properties as “held and used”.

Goodwill Allocation and Fair Value Assessments

In conjunction with our impairment analyses that were conducted in the fiscal quarter ended August 2, 2009, we concluded that Coffey, an asset disposal group that was a part of the domestic hog production reporting unit, met the definition of a business.   Pursuant to ASC 350-20-35-53, we allocated goodwill to it based on its estimated fair value relative to the estimated fair value of our domestic hog production reporting unit.  We determined the fair value of the Coffey farms by probability-weighting an estimated range of sales proceeds based on price negotiations between us and the prospective buyer, which included consideration of recent market multiples.

Because of impairment indicators associated with the held and used assets at Dalhart, we also completed an impairment test for Dalhart in accordance with the provisions of ASC 360-10-35-17.   The recoverability test required by ASC 360 indicated that the assets were not recoverable from future cash flows, and accordingly we estimated the fair value of the asset group to determine the amount of any impairment. For purposes of determining the estimated fair values of the properties in conjunction with our impairment analyses that were conducted in the fiscal quarter ended August 2, 2009, we used a market approach for Dalhart based on market data for recent sales of comparable properties in the area, real-estate broker estimates, and a recent valuation report.  We did not allocate goodwill to Dalhart because it did not meet the criteria to be classified as held for sale.

In future filings, we will enhance our disclosures to provide a more fulsome description of the methods used to estimate fair values and the reasons for classification of the disposal groups.

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 Group Smithfield.  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 received 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 further comment upon review of your response.

Response

In June 2008, we announced an agreement to sell Groupe Smithfield to Campofrío in exchange for unrestricted common stock.  The sale was consummated in December 2008.  Shares of Campofrío stock are publicly traded on the Madrid and Barcelona stock exchanges.  We valued the shares of Campofrío stock received in connection with the sale of our interest in Groupe Smithfield based on the last quoted market price of the stock on the closing date of the transaction.

We will enhance our disclosures in future filings to explain how we valued the shares of Campofrío stock that were received in connection with the sale of our interest in Groupe Smithfield.

Our computation of the gain recognized on the sale is presented in the table below as of the closing date:

Campofrío shares received

 24,788,550

Market Value/Share

 €

 7.60

Conversion to USD

 0.6927

Market Value/Share in USD

 $

 10.97

Market Value of Shares

 $

 271,969,072

Book Value of Groupe Smithfield Investment

 215,969,876

Gain on Sale

 $

 55,999,196

Note 18. Regulation and contingencies, page 100

3.

 We note your disclosures regarding litigation for which you indicate that you believe you have good defenses against the actions described in this section such as the Missouri litigation and that you intend to defend vigorously against these 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 continuing vigorous defense of these claims, 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, disclosure 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 comply with the requirements of ASC 450-20-50-4.

Response

We confirm our understanding of this matter and confirm that we will revise our disclosures in future filings to comply 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 and the notes to the Company's financial statements that during the quarterly periods presented, the Company recognized material impairment charges, restructuring charges and 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 quarterly results of operations for the periods presented.  Refer to the guidance outlined in Item 302(a)(3) of Regulation S-K.

Response

We acknowledge the staff's comment and in future filings we will revise our quarterly results of operations note to indicate material unusual items that impacted our quarterly results and will either explain the nature of those items directly in the same note or will reference the reader to other notes within the filings that contain a description of the nature of the unusual items.

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 partner's decision to purchase the Company's 49% interest in Butterball and the companies related turkey production assets.  We also note that in December 2010, the Company completed 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 the sale of these assets and explain how it was calculated or determined.  Also, to the extent that the Company received any non-cash consideration in connection with the sale of these assets, please explain how the fair value of this non-cash consideration was determined.

Response

We acknowledge the staff's comment and in future filings we will disclose the amount of gain that was recognized on the sale of these assets, which totaled $0.2 million.  The gain was calculated as the cash selling price, net of costs to sell, less the carrying amount of the asset disposal group.  We did not receive any non-cash consideration in connection with this transaction.

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 carrying value of the Company's investment in CFG exceeds the market value of the underlying 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 investment for impairment at each of these dates and determined that the fair value of the Company's investment exceeded the carrying value. Given that the carrying value of the Company's investment in CFG has exceeded the market value of the underlying securities of CFG for a substantial period of time, please explain in detail how the Company evaluated the carrying value of its investment in CFG for an other than temporary decline in value of the investment pursuant to ASC 323-10-35-32.

Response

We evaluated our investment in CFG accounted for under the equity method for potential impairment that is other than temporary in accordance with the provisions of ASC 323-10-35-31.  In accordance with ASC 323-10-35-32, “A current fair value of an investment that is less than its

carrying amount may indicate a loss in value of the investment. However, a decline in the quoted market price below the carrying amount or the existence of operating losses is not necessarily indicative of a loss in value that is other than temporary. All are factors that shall be evaluated.”

As of May 2, 2010 and for each subsequent reporting period, we have concluded that our investment in CFG was not impaired, temporarily or otherwise, because the estimated fair value of our investment exceeded its carrying amount.  We estimated the fair value of our investment based on a variety of information including market multiples for comparable businesses, expectations about future cash flows of CFG, and a reasonable premium applied to the market price of the underlying shares for our 37% interest in CFG.  The premium was based on the premise that we are the single largest shareholder of CFG, hold two out of nine seats on CFG's board of directors and have significant influence over the strategic decisions made by CFG.

We have also noted that for several days during March 2011, the market value of the CFG shares exceeded the carrying value of our investment.

Accordingly, we have concluded that our investment in CFG was not impaired, temporarily or otherwise, because the estimated fair value of our investment exceeded the carrying amount of our investment.

***********

The Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please direct any further questions or comments you may have regarding this filing to the undersigned at (757) 365-3075.

 Very truly yours,

 /s/    KENNETH M. SULLIVAN

 Kenneth M. Sullivan

 Vice President, Finance and Chief Acc

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 3561          February 11, 2009  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 fiscal year ended April 27, 2008
  Filed June 26, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed July 25, 2008   File No. 001-15321

Dear Mr. Pope:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
          S i n c e r e l y ,
Max A. Webb
        A s s i s t a n t  D i r e c t o r   cc: Michael H. Cole – Vice President,
Chief Legal Officer and Secretary Fax: (757) 357-8165

CORRESP
1
filename1.htm

    filename1.htm

          February
5, 2009

          Mr. Max
A. Webb

          Assistant
Director

          Division
of Corporation Finance

          U.S.
Securities and Exchange Commission

          100 F
Street NE

          Washington,
DC 20549

                    RE:

                    Smithfield
      Foods, Inc.

          Form
10-K for the fiscal year ended April 27, 2008

          Filed
June 26, 2008

          Definitive
Proxy Statement on Schedule 14A

          Filed
July 25, 2008

          File
No. 001-15321

          Dear Mr.
Webb:

          Smithfield
Foods, Inc. (the “Company”) received the Staff's letter dated January 26, 2009,
which provided comments on the above-referenced documents.  This
response letter has been filed on EDGAR, and a copy has been sent by
facsimile.

          As
requested by the Staff, the Company hereby acknowledges the
following:

                    ·

                    The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

                    ·

                    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.

          For your
convenience, the Staff's comments are set forth below and are followed by the
Company's responses.

          Form
10-K

          Item 1A. Risk Factors, page
16

                    1.

                    In
      future filings, please remove the references in your first paragraph that
      you discuss some, but not all of the key risk factors affecting your
      business or revise to clarify that you have discussed all known material
      risks.

                Mr. Max
A. Webb

                February
5, 2009

                Page 2 of 2

                    Response

          In future
filings, we will either (i) remove the references in the first paragraph that we
discuss some, but  not all of the key risk factors affecting our
business, or (ii) revise the first paragraph to clarify that we have discussed
all known material risks.

          Definitive Proxy Statement
on Schedule 14A

          Annual Incentive Cash
Payments, page 23

                    2.

                    We
      note that your executive officers are eligible to receive
      performance-based cash bonuses based on a multi-tiered
      structure.  In future filings, please provide quantitative
      disclosure regarding the targets actually reached based on company-wide
      and group profits for each named executive officer.  To the
      extent you believe that disclosure of the targets is not required because
      it would result in competitive harm such that the targets could be
      excluded under Instruction 4 to Item 402(b) of Regulation S-K, please
      provide us with a detailed explanation for such
      conclusion.  Please also note that to the extent that you have
      an appropriate basis for omitting the specific targets, you must discuss
      how difficult it would be for the named executive officers or how likely
      it will be for you to achieve the undisclosed target levels or other
      factors.  General statements regarding the level of difficulty,
      or ease, associated with achieving performance goals either corporately or
      individually are not sufficient.

                    Response

          In years
when our executive officers are eligible to receive performance-based cash
bonuses, we will provide in future filings quantitative disclosure regarding the
targets actually reached based on company-wide and group profits for each named
executive officer.

          The
Company appreciates receiving the Staff’s views on these matters.  If
you have any questions regarding any of the responses in this letter, please
call me at (757) 365-3030.

                    Sincerely,

                    /s/ Michael H.
      Cole

                    Michael
      H. Cole

                    Vice
      President, Chief Legal Officer and Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          January 26, 2009  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 fiscal year ended April 27, 2008
  Filed June 26, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed July 25, 2008   File No. 001-15321

Dear Mr. Pope:
We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 any other aspect 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 inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

C. Larry Pope
Smithfield Foods, Inc.
January 26, 2009 Page 2

Form 10-K

Item 1A.  Risk Factors, page 16
1. In future filings, please remove the references in your first paragraph that you
discuss some, but not all of the key risk factors affecting your business or revise
to clarify that you have discussed all known material risks.

Definitive Proxy Statement on Schedule 14A

Annual Incentive Cash Payments, page 23
2. We note that your executive officers are eligible to receiv e performance-based
cash bonuses based on a multi-tiered structure.   In future filings, please provide
quantitative disclosure regarding the targets actually reached based on company-wide and group profits for each named executive officer.  To the extent you believe that disclosure of the targets is  not required because it would result in
competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion.   Please also note that to the exte nt that you have an appropriate
basis for omitting the specific targets, you must  discuss how difficult it would be
for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors.  Ge neral statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually  are not sufficient.

* * * * *
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure 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

C. Larry Pope
Smithfield Foods, Inc.
January 26, 2009
Page 3

by the Commission or any person under the federal 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 staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, you may contact Michelle
Lacko at (202) 551-3240.  If you need further assistance , you may contact me at (202)
551-3750.           R e g a r d s ,             M a x  A .  W e b b          A s s i s t a n t  D i r e c t o r

cc: Fax: (757) 357-8165

CORRESP
1
filename1.htm

Acceleration request

 VIA EDGAR AND FACSIMILE

 January 19, 2007

Re:
Smithfield Foods, Inc.

Amendment No. 3 to Registration Statement on Form S-4

File No. 333-138090

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Max A. Webb

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smithfield Foods, Inc. (the “Registrant”) hereby requests acceleration of
the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto, so that it will become effective at 4:00 p.m. Eastern time on January 22,
2007 or as soon thereafter as is practicable. The Registrant hereby acknowledges the following: (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Securities and Exchange Commission

 Attention Mr. Max A. Webb

 Page 2 of 2

 Very truly yours,

 SMITHFIELD FOODS, INC.

 By: /s/ Jeffrey A.
Deel

 Name: Jeffrey A. Deel

 Title:    Corporate Controller

cc:
Maripat Alpuche

Simpson Thacher & Bartlett LLP

Robert E. Spatt, Esq.

Simpson Thacher & Bartlett LLP

Michael H. Cole, Esq.

Smithfield Foods, Inc.

Rolaine Bancroft

Securities and Exchange Commission

Jean Yu

Securities and Exchange Commission

Linda Cvrkel

Securities and Exchange Commission

CORRESP
1
filename1.htm

Acceleration request

 VIA EDGAR AND FACSIMILE

 January 16, 2007

Re:
Smithfield Foods, Inc.

   Amendment No. 3 to Registration Statement on Form S-4

   Filed
January 16, 2007

   File No. 333-138090

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Max A. Webb

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smithfield Foods,
Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto, so that it
will become effective at 4:00 p.m. Eastern time on January 17, 2007 or as soon thereafter as is practicable. The Registrant hereby acknowledges the following: (i) should the Securities and Exchange Commission (the “Commission”)
or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the
Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Securities and Exchange Commission

 Attention Mr. Max A. Webb

 Page 2 of 2

 Very truly yours,

SMITHFIELD FOODS, INC.

By:

/s/    Jeffrey A. Deel

Name:

Jeffrey A. Deel

Title:

Corporate Controller

cc:
Maripat Alpuche

Simpson Thacher & Bartlett LLP

Robert E. Spatt, Esq.

Simpson Thacher & Bartlett LLP

Michael H. Cole, Esq.

Smithfield Foods, Inc.

Rolaine Bancroft

Securities and Exchange Commission

Jean Yu

Securities and Exchange Commission

Linda Cvrkel

Securities and Exchange Commission

Mail Stop 3561

January 12, 2007

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. 2 to Registra tion Statement on Form S-4
 Filed January 9, 2007
 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

Notes to Unaudited Pro Forma Combined  Condensed Financial Data, page 74
1. We note your revised footnote (7) on page 76 in response to our prior comment 4 of our letter dated December 28, 2006.  In  addition to providing your fair value
calculation for the converted Smithfield opti ons, please also disclose the weighted
average fair value and the assumptions used  in determining the fair value of the
outstanding PSF options which support your co nclusion that the fair value of the
converted options approximates the fair  value of the PSF options.  Also, please
disclose the total number of outstanding PSF and converted Smithfield options used
in determining the additiona l purchase price of $3.9 million.

Michael H. Cole, Esq.
Smithfield Foods, Inc.
January 12, 2007 Page 2

Other
2. 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.

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

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        April 21, 2006

Mr. Daniel G. Stevens
Vice President and Chief Financial Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA  23430

 Re: Smithfield Foods, Inc.
  Form 10-K for Fiscal Year Ended May 1, 2005
Filed July 11, 2005
Response Letter Dated April 10, 2006
  File No. 1-15321

Dear Mr. Stevens:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

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