PILGRIM'S PRIDE CORPORATION
                         110 SOUTH TEXAS STREET
                         PITTSBURG, TEXAS 75686


               NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                 TO BE HELD WEDNESDAY, FEBRUARY 5, 1997

      The  Annual  Meeting  of Stockholders of Pilgrim's Pride Corporation (the
"Company") will be held at the Company's headquarters building, 110 South Texas
Street, Pittsburg, Texas, Wednesday,  February  5,  1997,  at 11:00 a.m., local
time, to consider the following matters:

          1.  The election of eleven Directors for the ensuing year;

          2.   The  appointment of Ernst & Young as the Company's  independent
auditors for the fiscal year ending  September 27, 1997;

          3.  To transact such other business as may be properly brought before
the  meeting  or  any adjournment.   No  other matters are expected to be voted 
on at the meeting.

     The Board of Directors  has  fixed  the  close of business on December 20,
1996, as the record date for determining stockholders  of  record  entitled  to
notice of, and to vote at, the meeting.




                                           RICHARD A. COGDILL
Pittsburg, Texas         EECUTIVE  VICE  PRESIDENT,  CHIEF  FINANCIAL OFFICER,
J
anuary 8, 1997                         SECRETARY AND TREASURER


                          YOUR VOTE IS IMPORTANT!
              PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY.


<PAGE>
                    PILGRIM'S PRIDE CORPORATION
                      110 SOUTH TEXAS STREET
                      PITTSBURG, TEXAS 75686


                            PROXY STATEMENT
                          GENERAL INFORMATION

      The  Board  of  Directors  of Pilgrim's Pride Corporation (the "Company")
solicits stockholders' proxies in  the  accompanying form for use at the Annual
Meeting of Stockholders to be held on February  5,  1997,  at 11:00 a.m., local
time, at the Company's headquarters at 110 South Texas Street, Pittsburg, Texas
and  at  any adjournments thereof (the "Meeting").  This Proxy  Statement,  the
accompanying  proxy  card  and the Company's 1996 Annual Report to Stockholders
are being mailed, beginning  on  or  about January 8, 1997, to all stockholders
entitled to receive notice of, and to vote at, the Meeting.

     The principal executive offices of  the  Company  are located at 110 South
Texas Street, Pittsburg, Texas 75686.  Any writing required  to  be sent to the
Company should be mailed to this address.

OUTSTANDING VOTING SECURITIES

     Each stockholder of record at the close of business on December  20,  1996
(the  "Record  Date"),  will  be  entitled  to  one  vote for each share of the
Company's  common stock held on the Record Date.  The accompanying  proxy  card
indicates the  number  of shares to be voted.  On December 20, 1996, there were
27,589,250 shares of the Company's common stock issued and outstanding.

VOTING OF PROXIES

     Because many of the  Company's  stockholders  are  unable  to  attend  the
Meeting,  the  Board  of  Directors  solicits  proxies  by  mail  to  give each
stockholder  an opportunity to vote on all items of business scheduled to  come
before the Meeting.  Each stockholder is urged to:

     (1) read carefully the material in this Proxy Statement;

     (2) specify  his  or  her  voting  instruction on each item by marking the
appropriate boxes on the accompanying proxy card; and

      (3)  sign,  date and return the card in  the  enclosed,  postage  prepaid
envelope.

     The accompanying proxy card provides a space, with respect to the election
of Directors, for a  stockholder to withhold voting for any or all nominees for
the Board of Directors,  but  does  not  permit  a  stockholder to vote for any
nominee  not named on the proxy card.  The card also allows  a  stockholder  to
abstain from voting on any item if the stockholder chooses to do so.

     When  the  accompanying  proxy card is properly executed and returned with
voting instructions with respect  to  any  of  the  items to be voted upon, the
shares  represented  by  the  proxy  will  be  voted  in  accordance  with  the
stockholder's  directions by the persons named on the card as  proxies  of  the
stockholders.  If  a  proxy card is signed and returned, but no specific voting
instructions are given,  the shares represented by the proxy card will be voted
for the election of the eleven nominees for Directors named on the accompanying
proxy  card  and  for  the appointment  of  Ernst  &  Young  as  the  Company's
independent auditors.

     Unless otherwise indicated  by  the stockholder, returned proxy cards also
confer upon the persons named on the card,  as  proxies  for  the  stockholder,
discretionary  authority  to vote all shares of stock represented by the  proxy
card on any item of business  that  is  properly  presented  for  action at the
Meeting, even if not described in this Proxy Statement.  If any of the nominees
for  Director  named  below should be unable or unwilling to accept nomination,
the proxies will be voted  for  the  election  of  such  other person as may be
recommended by the Board of Directors.  The Board of Directors, however, has no
reason  to  believe  that  any  item of business not set forth  in  this  Proxy
Statement will come before the Meeting or that any of the nominees for Director
will be unavailable for election.

     The proxy does not affect a  stockholder's  right to vote in person at the
Meeting.  If a stockholder executes a proxy, he or  she  may  revoke  it at any
time before it is voted by submitting a new proxy card, or by communicating his
or  her  revocation in writing to the Secretary of the Company or by voting  by
ballot at the Meeting.

VOTES REQUIRED

     The holders  of  at least a majority of the shares of the Company's common
stock outstanding on the  Record  Date must be present in person or by proxy at
the Meeting for the Meeting to be held.   Abstentions  and broker non-votes are
counted  in  determining  whether  at  least a majority of the  shares  of  the
Company's  common stock outstanding on the  Record  Date  are  present  at  the
Meeting.  Directors  will  be  elected  by a plurality of the votes cast at the
Meeting.  The affirmative vote of a majority  of  the  shares  represented  and
entitled  to  vote  at  the  Meeting  is  required  for  the appointment of the
Company's independent auditors and approval of any other item of business to be
voted upon at the Meeting.  Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, whereas broker  non-votes  are not
counted  for  purposes  of  determining  whether  a proposal has been approved.
Lonnie  "Bo"  Pilgrim  owned or controlled 18,006,630  shares  (65.3%)  of  the
Company's common stock on the Record Date and thus will be able to elect all of
the nominees for Directors and to approve Ernst & Young as independent auditors
for the Company.

STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING

     Under the rules of  the Securities and Exchange Commission, in order to be
included in the Company's  Proxy  Statement  for  the  1998  Annual  Meeting of
Stockholders, a stockholder proposal must be received by the Secretary  of  the
Company no later than the close of business on September 11, 1997.

COST OF PROXY SOLICITATION

      The  Company will bear the cost of the Meeting and the cost of soliciting
proxies in the  accompanying  form,  including  the  cost  of mailing the proxy
material.  In addition to solicitation by mail, Directors, officers  and  other
employees  of  the Company may solicit proxies by telephone or otherwise.  They
will not be specifically  compensated  for  such  services.   The  Company will
request  brokers  and  other  custodians,  nominees  and fiduciaries to forward
proxies and proxy soliciting material to the beneficial owners of the Company's
common  stock  and  to  secure their voting instructions,  if  necessary.   The
Company will reimburse them for the expenses in so doing.

BOARD OF DIRECTORS

     The Board of Directors  has  the  responsibility  for  establishing  board
corporate policies and for the overall performance of the Company.  However, it
is not involved in day-to-day operating details.  Members of the Board are kept
informed  of  the  Company's business through discussions with the Chairman and
other officers, by reviewing  analyses  and reports sent to them each month, as
well as by participating in Board and committee meetings.

BOARD COMMITTEES

     To assist in carrying out its duties, the Board of Directors has delegated
certain  authority  to the Audit and Compensation  Committees.   The  Board  of
Directors does not maintain  a  Nominating Committee.  The members of the Audit
Committee are Robert E. Hilgenfeld,  Vance  C. Miller, Sr. and James G. Vetter,
Jr.  The members of the Compensation Committee  are Lonnie "Bo" Pilgrim, Robert
E. Hilgenfeld, Vance C. Miller, Sr., Lonnie Ken Pilgrim,  James G. Vetter, Jr.,
Donald L. Wass and Charles L. Black.  Each Committee meets  to  examine various
facets  of  the  Company's  operations  and  take  appropriate  action or  make
recommendations   to   the   Board   of   Directors.    The  Audit  Committee's
responsibilities  include  making  recommendations  to the Board  of  Directors
regarding  the selection of independent public accountants  and  reviewing  the
plan and results  of  the  audit  performed  by  the  public accountants of the
Company  and  the  adequacy  of  the  Company's systems of internal  accounting
controls, and monitoring compliance with  the  Company's  conflicts of interest
and business ethics policies.  The Compensation Committee reviews the Company's
remuneration  policies  and  practices  and  establishes  the salaries  of  the
Company's officers.

MEETINGS

     During the Company's fiscal year ending September 28, 1996, there were six
meetings  of the Board of Directors, two meetings of the Audit  Committee,  and
one meeting  of the Compensation Committee.  During fiscal 1996, each member of
the Board of Directors  attended  at  least  75%  of  the  aggregate  number of
meetings of the Board and Board Committees on which the Director served.

                           ELECTION OF DIRECTORS

    At the meeting, eleven Directors are to be elected, each to hold office for
one  year or until his successor is duly elected and qualified.  It is intended
that the  shares  represented  by  the  enclosed  proxy  will  be voted for the
election  of  the eleven nominees named below.  The Board of Directors  has  no
reason to believe  that any nominee will be unable to serve if elected.  In the
event any nominee shall  become  unavailable  for election, it is intended that
such shares will be voted for the election of a  substitute nominee selected by
the Board of Directors.

                           NOMINEES FOR DIRECTOR

     The following information sets forth the name  and principal occupation of
each Director and nominee for Director, his age, his  position with the Company
and the date he first became a Director and an executive officer.

     LONNIE "BO" PILGRIM, 68, has served as Chairman of  the  Board  and  Chief
Executive Officer since the organization of the Company in 1968.  Prior to  the
incorporation  of  the  Company,  Mr.  Pilgrim  was  a partner in the Company's
predecessor partnership business founded in 1946.

     CLIFFORD E. BUTLER, 54, serves as Vice Chairman of the Board and Executive
President.  He joined the Company as Controller and Director in 1969, was named
Senior Vice President of Finance in 1973, became Chief  Financial  Officer  and
Vice Chairman of the Board in July 1983 and effective January 1, 1997 he became
Executive President and continues to serve as Vice Chairman of the Board.

      LINDY  M.  "BUDDY"  PILGRIM,  42, serves as President and Chief Operating
Officer of the Company.  He was elected  as  Director  in  March 1993 and began
employment  in April 1993 under the title of President of U.S.  Operations  and
Sales and Marketing.   From  April  1993 to March 1994, the President and Chief
Operating  Officer  reported to him.  After  that  time,  the  Chief  Operating
Officer title and responsibilities  were  incorporated  into  his  own.   Up to
October 1990, Mr. Pilgrim was employed by the Company for 12 years in marketing
and  9  years in operations.  From October 1990 to April 1993, he was President
of Integrity Management Services, Inc., a consulting firm to the food industry.
He is a nephew of Lonnie "Bo" Pilgrim.

     ROBERT  L.  HENDRIX, 60, has been Executive Vice President, Operations, of
the Company since March 1994. Prior to that he served as Senior Vice President,
NETEX Processing from  August  1992 to March 1994 and as President and Chief of
Complex Operations from September 1988 to March 1992.  He was on leave from the
Company from March 1992 to August  1992.   He was President and Chief Operating
Officer of the Company from July 1983 to September  1988.   He  began as Senior
Vice  President  in  September  1981  when  Pilgrim's  Pride acquired Mountaire
Corporation of DeQueen, Arkansas, and, prior thereto, he  was Vice President of
Mountaire Corporation.

      JAMES  J.  MINER,  PH.D.,  68, has been Senior Vice President,  Technical
Services, since April 1994.  He has  been  employed  by  the  Company  and  its
predecessor  partnership  since  1966  and   served  as  Senior  Vice President
responsible for live production and feed nutrition from 1968 to April 1994.  He
has been a Director since the incorporation of the Company in 1968.

      LONNIE KEN PILGRIM, 38, has been employed by the Company since  1977  and
has served the Company as its Vice President, Director of Transportation and as
a member  of  the  Board  of Directors since March 1985.  He is a son of Lonnie
"Bo" Pilgrim.

     JAMES G. VETTER, JR.,  62, has practiced law in Dallas, Texas, since 1966.
He is a member of the Dallas law firm of Godwin & Carlton, P.C., and has served
as general counsel and a Director since 1981.  Mr. Vetter is a Board Certified-
Tax Law Specialist and serves as a lecturer and author in tax matters.

     ROBERT E. HILGENFELD, 71,  was  elected a Director in September 1986.  Mr.
Hilgenfeld was Senior Vice President--Marketing/Processing for the Company from
1969 to 1972 and for seventeen years prior  to that worked in various sales and
management positions for the Quaker Oats Company.   From 1972 until April 1986,
he  was  employed  by  Church's  Fried  Chicken  Company ("Church's")  as  Vice
President--Purchasing Group, Vice President and Senior  Vice President.  He was
elected a Director of Church's in 1985 and retired from Church's in April 1986.
Since retirement he has served as a consultant to various  companies  including
the Company.

      VANCE C. MILLER, SR., 62, was elected a Director in September 1986.   Mr.
Miller  has  been  Chairman of Vance C. Miller Interests, a real estate company
formed in 1977 and has served as the Chairman of the Executive Committee and as
a director of Henry S. Miller Co., a real estate brokerage firm, since 1980.

     DONALD L. WASS,  PH.D.,  64,  was elected a Director of the Company in May
1987.  He has been President of the  William  Oncken  Company  of Texas, a time
management consulting company, since 1970.

     CHARLES L. BLACK, 67, was President, Chief Executive Officer  and Director
of  NationsBank,  Mt. Pleasant, Texas, from December 1981 to his retirement  in
February 1995.  He previously was a Director of the Company from 1968 to August
1992 and has served as a director since his re-election in February 1995.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal  1996,  the  members of the Company's Compensation Committee
were:  Lonnie "Bo" Pilgrim, Robert  E.  Hilgenfeld, Vance C. Miller, Sr., James
G. Vetter, Jr., Donald L. Wass and Charles  L.  Black.   Lonnie Ken Pilgrim was
elected to the Compensation Committee in fiscal 1997.

      The Company has been and continues to be a party to certain  transactions
with Lonnie  "Bo"  Pilgrim  and a law firm affiliated with James G. Vetter, Jr.
These transactions, along with  all  other transactions between the Company and
affiliated persons, require the prior  approval  of  the Audit Committee of the
Board of Directors.

     The Company's transactions with Lonnie "Bo" Pilgrim, Chairman of the Board
and Chief Executive Officer of the Company, have allowed  the Company to obtain
the  use  of  required  production  facilities  and  equipment on  terms  which
management believes are not less favorable to the Company  than could have been
arranged with unaffiliated person.  Since 1985, Lonnie "Bo"  Pilgrim,  Chairman
of the Board and Chief Executive Officer of the Company, has engaged in chicken
grow-out operations with the Company which involve the purchase of chicks, feed
and  veterinary and technical services from the Company and the growing-out  of
chickens  to maturity at which time they are purchased by the Company.  Chicks,
feed and services  are  purchased from the Company for their fair market value,
and the Company purchases the mature chickens from Mr. Pilgrim at market-quoted
prices at the time of purchase.   Management  of the Company believes that this
operation is conducted on terms not less favorable  than  those  which could be
arranged with unaffiliated persons.  During fiscal year 1996, the  Company paid
Mr.  Pilgrim, doing business as Pilgrim Poultry G.P. ("PPGP"), $18,057,000  for
chickens  produced  in  his  grow-out  operations,  and  PPGP  paid the Company
$18,112,000  for chicks, feed and services.  Lonnie "Bo" Pilgrim  is  the  sole
proprietor of PPGP.

     PPGP also produces eggs for the Company.  In addition to the chicken grow-
out operations  described  above,  PPGP contracts with the Company to house and
care for Company flocks used for egg  production  and is paid an egg grower fee
based  on  actual production.  The egg grower contract  between  PPGP  and  the
Company renews  automatically as each expended flock of laying hens is replaced
by a new flock.   The  contract is cancelable by either party at any time prior
to the time when the then  current producing flock is 48 weeks old.  Flocks are
normally replaced every 14 months.   Management  of  the  Company believes that
these relationships are on terms not less favorable to the  Company  than those
which  could  be arranged with unaffiliated persons.  During fiscal year  1996,
the Company paid contract egg grower's fees to PPGP of $4,697,000.

     Since 1985,  the  Company  has leased an airplane from Mr. Pilgrim under a
lease agreement which provides for  monthly  lease  payments  of  $33,000  plus
operating  expenses,  which  terms  management  of  the  Company believes to be
substantially  similar to those obtainable from unaffiliated  parties.   During
fiscal 1996,  the  Company had lease expenses of $396,000 and operating expense
of $88,000 associated with the use of this airplane.

     Historically, much  of the Company's debt has been guaranteed by the major
stockholders of the Company.   In consideration of such guarantees, the Company
has  paid such stockholders a quarterly  fee  equal  to  .25%  of  the  average
aggregate outstanding balance of such guaranteed debt.  During fiscal 1996, the
Company  incurred  $1,027,000  for such guarantees and  paid $807,000 to Lonnie
"Bo" Pilgrim and $47,500 to each  of  his  three children (including Lonnie Ken
Pilgrim, a Director of the Company).

      Godwin  & Carlton, P.C., has represented  and  currently  represents  the
Company in connection  with  a variety of legal matters.  James G. Vetter, Jr.,
is a Director of the Company and  is  an  Executive  Vice President of Godwin &
Carlton,  P.C.   During fiscal year 1996, the Company paid  Godwin  &  Carlton,
P.C., legal fees of $363,385 in connection with such matters.

    Mr. Hilgenfeld, a member of the Company's Compensation Committee, served as
an officer of the Company prior to 1973.


                               COMPENSATION

EXECUTIVE COMPENSATION

     The following  table  sets  forth  a  summary  of compensation paid to the
Company's Chief Executive Officer and its four other  most  highly  compensated
executive officers.

                        SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>

                                                       Annual Compensation                                                   
                                                                                  Other Annual        All Other
NAME AND PRINCIPAL POSITION          Fiscal Year          Salary      Bonus       Compensation     Compensation(1)

<S>                                  <C>                 <C>         <C>              <C>                    <C>        
Lonnie "Bo" Pilgrim                      1996            $475,065    $123,443         $26,518                $10,763
 Chairman of the Board and               1995             463,016     277,530          17,591                 10,359
 Chief Executive Officer                 1994             452,077     477,943             --                  19,525

Clifford E. Butler                       1996             253,368      65,836          7,505                   6,204
 Vice Chairman of the Board and          1995             246,942     148,016          7,160                   9,665
 Executive President                     1994             241,107     254,902          7,214                   5,164

Lindy M. Pilgrim                         1996             329,378     270,622          9,275                   6,871
 President and                           1995             321,022     192,419          9,145                  10,273
 Chief Operating Officer                 1994             313,440     331,374          9,173                   3,974

David Van Hoose                          1996             248,400      65,545          6,000                   7,634
 President,                              1995             242,100     145,114          6,000                  10,988
 Mexican Operations                      1994             162,375     171,665          3,894                   3,058

Robert L. Hendrix                        1996             248,400      64,545         10,200                   7,777
 Executive Vice President,               1995             242,100     145,114          8,948                  11,486
 Operations                              1994             192,231     230,230          8,175                   3,873

</TABLE>

_____________________

(1)   Includes the following items of compensation:

      a.    Company's  contribution  to  the named individual under its  401(k)
Salary Deferral Plan in the following amounts:  Lonnie "Bo" Pilgrim, $52 (1996,
1995 & 1994); Clifford E. Butler, $5,033 (1996),  $8,543 (1995), $3,936 (1994);
Lindy M. Pilgrim, $5,028 (1996), $8,453 (1995), $3,974 (1994); David Van Hoose,
$4,913  (1996),  $8,315 (1995), $2,585 (1994); and Robert  L.  Hendrix,  $5,028
(1996), $8,543 (1995) $2,677 (1994).


      b.    Section  79  income  to the named individual due to group term life
insurance in excess of $50,000 in  the  following amounts: Lonnie "Bo" Pilgrim,
$10,711  (1996), $10,307 (1995), $19,473 (1994);  Clifford  E.  Butler,  $1,171
(1996), $1,122  (1995),  $1,228 (1994); Lindy M. Pilgrim, $1,843 (1996), $1,820
(1995); David Van Hoose, $2,721  (1996), $2,673 (1995), $473 (1994); and Robert
L. Hendrix, $2,749 (1996), $2,943 (1995), $1,196 (1994).

DIRECTORS' FEES

    The Company pays its Directors  who are not employees of the Company $4,000
per meeting attended, plus expenses.

 
                      REPORT OF COMPENSATION COMMITTEE

     The Compensation Committee establishes executive compensation and oversees
the administration of the bonus plan  for  key  members  of  management and the
Company's employee benefit plans.

     The following is a report submitted by the Compensation Committee  members
in  their  capacity  as  the  Board's  Compensation  Committee,  addressing the
Company's compensation policy as it related to the named executive officers for
fiscal 1996.

PERFORMANCE MEASURES

       The   Compensation   Committees'   establishment   of  annual  executive
compensation  is  a  subjective process in which the Committee  considers  many
factors including the  Company's  performance  as  measured by earnings for the
year,  each  executive's  specific responsibilities, the  contribution  to  the
Company's profitability by  each  executive's specific areas of responsibility,
the level of compensation believed  necessary  to motivate and retain qualified
executives, and the executive's length of time with the Company.

FISCAL  COMPENSATION

     For fiscal 1996 the Company's executive compensation  program consisted of
(a)  base  salary,  (b) a discretionary bonus based upon the factors  described
above, (c) the bonus  plan  described  below,  (d) company contributions to the
Company's  401(k)  salary  deferral  plan  which  are   made  up  of  mandatory
contributions of one dollar per week and matching contributions  of  up to five
dollars per week and additional matching contributions of up to four percent of
an executive's compensation subject to an overall Company contribution limit of
five percent of domestic income before taxes, and (e) Company contributions  to
the Employee Stock Investment Plan in an amount equal to 33 1/3  percent of the
officers'  payroll  deduction for purchases of the Company's common stock under
the plan, which deductions  are limited to 7 1/2  percent of the officer's base
pay.

     In establishing the fiscal  1996  compensation to Lonnie "Bo" Pilgrim, the
Company's  Chief  Executive Officer, the Compensation  Committee  adjusted  Mr.
Pilgrim's base salary  by  2.6%  to  reflect  changes in cost of living and his
bonus  was  determined  pursuant  to  the  bonus  plan   discussed  below.   No
discretionary bonuses were awarded to Mr. Pilgrim for fiscal 1996.

     The Company's objective is to obtain financial performance  that  achieves
increased  return  on  equity, sales volume, earnings per share and net income.
The  Committee  believes  that  linking  executive  compensation  to  corporate
performance results in a better  alignment of compensation with corporate goals
and shareholder interests.

     The Company maintains a bonus  plan which provides for five percent of the
Company's domestic income before income  taxes{ } to be allocated among certain
key members of management.  Prior to fiscal  1995,  the  bonus   was determined
based  on  the  Company's  total consolidated income before income taxes.   The
change was made to restrict  the  base for determining such bonuses to domestic
income only because a majority of the participants have little or no management
responsibilities  over  the  Company's  Mexican  operations.   Such  amount  is
allocated  among  all  plan  participants   based   upon   the  ratio  of  each
participant's  salary  to  the aggregate salaries of all participants  and  the
number  of  months  of  the  fiscal  year  the  participant  was  approved  for
participation.  Currently, there are 15 participants in the plan, including the
Chief  Executive Officer, the Executive  President,  the  President  and  Chief
Operating  Officer,  the  President, Mexican Operations, the two Executive Vice
Presidents,  Senior  Vice  Presidents  and  two  other  designated   employees.
Participants may be added or  removed  from  the  plan at the discretion of the
Compensation  Committee.  Participants must continue  to  be  employed  by  the
Company on January  1  following the end of a fiscal year in order to be paid a
bonus with respect to that year.  Bonuses are typically paid during the January
following the fiscal year with respect to which the bonus has been granted.

                                                Lonnie "Bo" Pilgrim
                                                Robert E. Hilgenfeld
                                                Vance C. Miller, Sr.
                                                Lonnie Ken Pilgrim
                                                James G. Vetter, Jr.
                                                Donald L. Wass
                                                Charles L. Black

<PAGE>

                              COMPANY PERFORMANCE

     The following graph  shows  a  five  year  comparison  of cumulative total
returns for the Company, the Russell 2000 composite index and  an index of peer
companies selected by the Company.


               COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
  AMONG PILGRIM'S PRIDE CORPORATION, THE RUSSELL 2000 INDEX AND A PEER GROUP


RESEARCH DATA GROUP                             Total Return - Data Summary


<TABLE>
<CAPTION>
                                                 Cumulative Total Return
                                    -----------------------------------------------------------------------------
                                     9/29/91       9/28/92        9/26/93      10/02/94     10/01/95      9/30/96

<S>                                  <C>           <C>            <C>          <C>            <C>           <C>        
PILGRIM'S PRIDE CORPORATION            100            93            122           146          120          132

PEER GROUP                             100           108            147           189          174          185

RUSSELL 2000                           100           109            145           149          184          208
</TABLE>


      The total cumulative return on investment (change in the year  end  stock
price plus  reinvested  dividends) for each of the periods for the Company, the
Russell 2000 composite index  and the peer group is based on the stock price or
composite index at the end of fiscal 1991.

     The above graph compares the  performance  of the Company with that of the
Russell 2000 composite index and a group of peer  companies with the investment
weighted on market capitalization.  Companies in the peer group are as follows:
Golden  Poultry  Company,  Inc.,  Hudson  Foods, Inc., Sanderson  Farms,  Inc.,
Cagles, Inc. and the Company. These companies  were  selected  because of their
similar operations and market capitalizations relative to the Company  and were
approved by the Compensation Committee.

<PAGE>
                          CERTAIN OTHER TRANSACTIONS

      The  Company  has  entered  into chicken grower contracts involving farms
owned  by certain of its officers, providing  the  placement  of  Company-owned
flocks on  their  farms during the grow-out phase of production.  The contracts
are on terms substantially  the  same  as contracts entered into by the Company
with unaffiliated parties and can be terminated by either party upon completion
of the grow-out of each flock.  The aggregate  amounts  paid  by the Company to
its officers and Directors under grower contracts during the fiscal  year  1996
were  as  follows:   Clifford E. Butler--$177,908 and James J. Miner--$246,671.
See  "Compensation  Committee  Interlocks  and  Insider  Participation"  for  a
discussion of the Company's  transactions  with Lonnie "Bo" Pilgrim, Lonnie Ken
Pilgrim and James G. Vetter, Jr.

    Archer-Daniels-Midland Company ("ADM") is  one  of  several vendors selling
feed  ingredients  to the Company in the ordinary course of  business.   During
fiscal  1996, the Company purchased $23.2 million of feed ingredients from ADM.
The Company  purchases such feed at prices based on the quoted market prices at
the  time of purchase.   See  "Security  Ownership"  below  for  ADM's  current
ownership.


                              SECURITY OWNERSHIP

     The  following  table  sets  forth,  as  of  November  30,  1996,  certain
information  with  respect  to the beneficial ownership of the Company's common
stock by (i) each stockholder  beneficially owning at least 5% of the Company's
outstanding  common  stock;  (ii)  each  director  of  the  Company  who  is  a
stockholder of the Company; (iii) each  of the executive officers listed in the
executive compensation table who is a stockholder  of the Company; and (iv) all
executive officers and directors of the Company as a group.


<TABLE>
<CAPTION>
 
                                                                                   Amount and
                                                                                     Nature of        Percent
                                                                                    Beneficial          of
        NAME OF BENEFICIAL OWNERS                                                    Ownership        Class
<S>                                                                                 <C>                <C>    
Lonnie "Bo" Pilgrim (a)(b)(c)(d)                                                    18,006,630         65.3%
  110 South Texas Street
  Pittsburg, Texas 75686
Archer-Daniels-Midland Company (e)                                                   5,514,900         20.0
  P.O. Box 1470
  Decatur, Illinois
Lonnie Ken Pilgrim (a)(c)(d)                                                           528,966          1.9
Clifford E. Butler (d)                                                                  27,009          (f)
Lindy M. "Buddy" Pilgrim(d)                                                             19,454          (f)
Robert L. Hendrix(d)                                                                    21,287          (f)
David Van Hoose(d)                                                                      12,470
James J. Miner(d)                                                                       12,268          (f)
James G. Vetter, Jr.                                                                     1,550          (f)
Donald L. Wass                                                                             100          (f)
All executive officers and directors as a group (18) person                         18,129,539         65.7%

</TABLE>

___________________

(a)   Includes  60,387  shares held of record by Pilgrim  Family  Trust  I,  an
irrevocable trust dated June 16, 1987, for the benefit of Lonnie "Bo" Pilgrim's
surviving spouse and children,  of  which  Lonnie  Ken  Pilgrim  and  Patty  R.
Pilgrim, Lonnie "Bo" Pilgrim's wife, are co-trustees, and 60,386 shares held of
record  by  Pilgrim  Family  Trust  II, an irrevocable trust dated December 23,
1987, for the benefit of Lonnie "Bo"  Pilgrim and his children, of which Lonnie
"Bo" Pilgrim and Lonnie Ken Pilgrim are  co- trustees.  Mr. Lonnie "Bo" Pilgrim
disclaims any beneficial interest in the shares held by his children.
(b)   Includes 1,109,817 shares owned of record  and beneficially by Mr. Lonnie
"Bo" Pilgrim's three adult children, including Lonnie  Ken  Pilgrim, a Director
of  the  Company whose shares are also shown separately.  Lonnie  "Bo"  Pilgrim
disclaims  any  beneficial  interest  in  the  shares  held  by his three adult
children.
(c)   Includes  81,469  shares  held in seven trusts dated December  15,  1989,
December 21, 1990, and October 31,  1994,  for  the  benefit of Mr. Lonnie "Bo"
Pilgrim's five minor grandchildren.  Mr. Lonnie "Bo" Pilgrim  is  not a trustee
of these trusts and disclaims any beneficial interest in the shares held by the
trusts.
(d)   Includes  shares  held  in trust by the Company's 401(k) Salary  Deferral
Plan.
(e)   As reported in its Statement of Changes in Beneficial Ownership on Form 4
dated December 1, 1993.
(f)   Less than 1%.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a)  of the Securities  Exchange  Act  of  1934  requires  the
Company's officers and  directors, and persons who own more than ten percent of
the Company's common stock,  to  file  reports  of  ownership  and  changes  in
ownership  with  the  Securities and Exchange Commission and the New York Stock
Exchange.  Officers, directors  and  greater  than ten-percent shareholders are
required by SEC regulation to furnish the Company  with  copies  of all Section
16(a) forms they file.

      Based  on  its  review  of  the copies of such forms received by it,  the
Company  believes  that all filing requirements  applicable  to  its  officers,
directors and greater than ten-percent beneficial owners were complied with.



 
                 ITEM 2. APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors  recommends the appointment of Ernst & Young as the
Company's  independent auditors  for  the  1997  fiscal  year.   This  firm  of
certified public  accountants has served as independent auditors of the Company
pursuant to annual  appointment by the Board of Directors since 1969 except for
1982 and 1983.

     Representatives of Ernst & Young are expected to be present at the Meeting
and to be available to  respond  to  appropriate questions.  They will be given
the opportunity to make a statement if they wish to do so.

 
    THE BOARD OF DIRECTORS RECOMMENDS  A  VOTE  FOR THE APPOINTMENT OF ERNST &
YOUNG AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 1997.

FINANCIAL STATEMENTS AVAILABLE

     FINANCIAL STATEMENTS FOR THE COMPANY ARE INCLUDED  IN THE ANNUAL REPORT TO
STOCKHOLDERS FOR THE YEAR 1996.  ADDITIONAL COPIES OF THESE STATEMENTS, AS WELL
AS FINANCIAL STATEMENTS FOR PRIOR YEARS AND THE ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K, MAY BE OBTAINED WITHOUT  CHARGE  FROM THE
SECRETARY  OF  THE  COMPANY,  110  SOUTH  TEXAS STREET, PITTSBURG, TEXAS 75686.
FINANCIAL  STATEMENTS  ARE  ALSO  ON  FILE WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION, WASHINGTON, D.C. 20549, AND THE NEW YORK STOCK EXCHANGE.

                                OTHER BUSINESS

     The Board of Directors is not aware  of,  and  it  is not anticipated that
there will be presented to the Meeting, any business other than the election of
the  Directors  and the proposal to appoint Ernst & Young independent  auditors
described above.   If  other  matters  properly  come  before  the Meeting, the
persons named on the accompanying proxy card will vote the returned  proxies as
the Board of Directors recommends.











      Please  date, sign and return the proxy at your earliest convenience.   A
prompt return of  your proxy will be appreciated as it will save the expense of
further mailing.


                                     By order of the Board of Directors



                                            RICHARD A. COGDILL
                           EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                          SECRETARY AND TREASURER



Pittsburg, Texas
January 8, 1997

<PAGE>
                                                                   [  x  ]
                                                                   Please mark
                                                                   your votes
                                                                   as this
                          -------------------
                                COMMON

1.  ELECTION OF DIRECTORS:

       FOR all nominees              TO WITHHOLD AUTHORITY
        listed at right                 to vote for all
       (except as marked                nominees listed
        to the contrary)                    at right
             [  ]                             [  ]

Lonnie "Bo" Pilgrim             James J. Miner              Robert E. Hilgenfeld
Clifford E. Butler              Lonnie Ken Pilgrim          Vance C. Miller, Sr.
Lindy M. Pilgrim                James G. Vetter, Jr.        Donald L. Wass
Robert L. Hendrix               Charles L. Black

      (INSTRUCTION:   To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below.)

- --------------------------------------------------------------------------------

2.  The appointment of  Ernst  &  Young as independent auditors for the Company
for the fiscal year.


<TABLE>
<CAPTION>
<S>                               <C>                   <C>                     <C>                               
                                  FOR                   AGAINST                 ABSTAIN
                                 [   ]                   [   ]                   [   ]
</TABLE>

- -------------------------------------------------------------------------------

3.  In their discretion such other  business  as  may  properly come before the
Annual Meeting.

UNLESS OTHERWISE SPECIFIED ON THIS PROXY, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF MANAGEMENT'S NOMINEES FOR DIRECTORS AND
"FOR" PROPOSAL 2 ABOVE.  DISCRETION WILL BE USED WITH RESPECT TO SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

____________________________________________________________________
Date

____________________________________________________________________
Signature of Stockholder

____________________________________________________________________
Signature if held jointly

Please date this proxy and sign your name exactly as it appears hereon.
Persons signing in a representative capacity should indicate their capacity.
A proxy for shares held in joint ownership should be signed by each owner.


             Please Execute This Proxy and Return Promptly in the
                   Enclosed Self-Addressed Stamped Envelope.

                          PILGRIM'S PRIDE CORPORATION
                            110 SOUTH TEXAS STREET
                            PITTSBURG, TEXAS 75686

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The  undersigned  hereby  appoints Lonnie "Bo" Pilgrim  and  Clifford  E.
Butler, and each of them, as Proxies,  each  with  the  power  to  appoint  his
substitute,  and  hereby authorizes them, and each of them, to represent and to
vote, as designated  below,  all  the shares of Common Stock of Pilgrim's Pride
Corporation held of record by the undersigned  on  December  20,  1996  at  the
Annual  Meeting  of  Stockholders  to  be  held  on  February  5,  1997  or any
adjournment thereof.

                                                     (CONTINUED ON OTHER SIDE)