SMITHFIELD FOODS INC — Director's Dealing 2004

Jul 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITHFIELD FOODS INC (SFD)
CIK: 0000091388
Period of Report: 2004-06-30

Reporting Person: MINCHEW JOYCE M (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-30	Put equivalent position (obligation to sell)	$	J	95767	Acquired		Common Stock (95767)	Direct
2004-06-30	Put equivalent position (obligation to sell)	$	J	51567	Acquired		Common Stock (51567)	Direct

Footnotes

F1: On June 30, 2004, the Reporting Person entered into a prepaid variable forward contract ("Contract") with an unaffiliated third party buyer ("Buyer") pursuant to a Master Agreement. The Contract obligated the Reporting Person to deliver to the Buyer up to 95,767 shares of Smithfield Foods, Inc. common stock ("Common Stock") (or an equivalent amount of cash, if elected by the Reporting Person) on the Settlement Date of the Contract, (i.e. June 30, 2007, or an earlier date if the parties agreed to terminate the Contract early). In exchange for assuming this obligation, the Reporting Person received a cash payment of $2,524,508. The Reporting Person pledged 95,767 shares of Common Stock (the "Pledged Shares") to secure her obligations under the Master Agreement, and retained voting rights in the Pledged Shares during the period of the pledge. The Reporting Person will pay to Buyer all dividends received on the Pledged Shares during the period of the pledge.

F2: (continuation of prior footnote) The number of shares to be delivered on the Settlement Date is as follows, on the basis of the share prices of the Common Stock: (i) If the Closing Price, as determined in the Contract, on the Settlement Date is less than or equal to $29.619 (i.e., the "Floor Price," which is the price on the date of entering into the Contract), the Reporting Person would deliver to the Buyer the entire amount of Pledged Shares; (ii) If the Closing Price on the Settlement Date is between the Floor Price and $35.54 (the "Cap Price"), the Reporting Person would deliver to the Buyer a number of shares determined by reference to a formula specified in the Contract; (iii) If the Closing Price on the Settlement Date is greater than the Cap Price, the Reporting Person would deliver to the Buyer a number of shares determined by reference to a formula specified in the Contract.

F3: Also on June 30, 2004, the Reporting Person entered into a second prepaid variable forward contract ("Contract 2") with Buyer. The terms of Contract 2 are identical to the Contract, except that Contract 2 obligated the Reporting Person to deliver to Buyer up to 51,567 shares of Common Stock, the Settlement Date is June 30, 2009, the Reporting Person received a cash payment of $1,301,922, the number of shares of Common Stock pledged is 51,567, and the cap price is $38.50.