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


               NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                TO BE HELD WEDNESDAY, FEBRUARY 4, 1998

      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  4,  1998,  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 26, 1998;

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  19,
1997, as  the  record  date  for determining stockholders of record entitled to
notice of, and to vote at, the meeting.





                                       RICHARD A. COGDILL
Pittsburg, Texas           EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
J
anuary 7, 1998                   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 4, 1998, 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 1997 Annual Report  to  Stockholders
are being mailed,  beginning  on  or about January 7, 1998, 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  19,  1997
(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 19, 1997, 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 16,773,490  shares  (60.8%)  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 1999 ANNUAL MEETING

     Under the rules of  the Securities and Exchange Commission, in order to be
included in the Company's  Proxy  Statement  for  the  1999  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 10, 1998.

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  broad
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., James G. Vetter, Jr.
and Donald L Wass.  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 27,  1997,  there  were
nine meetings  of  the  Board of Directors, one meeting of the Audit Committee,
and one meeting of the Compensation  Committee. During fiscal 1997, 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


   LONNIE "BO" PILGRIM, 69, 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, 55, 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,  43,  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, 61, has served  as  Executive Vice President, Operations,
of the Company since March 1994 and as a Director  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.  From July 1983 to March 1992, he served as a Director of the
Company. He was President  and Chief Operating Officer of the Company from July
1983 to September 1988. He joined  the  Company  as  Senior  Vice  President in
September  1981  when  the  Company  acquired Mountaire Corporation of DeQueen,
Arkansas, and, prior thereto, he was Vice President of Mountaire Corporation.

   JAMES  J.  MINER,  PH. D., 69, 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, 39, has been employed by the Company since 1977 and has
been Sr. Vice  President,  Transportation  since August 1997.  Prior to that he
served the Company as its Vice President, Director  of  Transportation.  He has
been a member of the Board of Director since March 1985.  He is a son of Lonnie
'B o" Pilgrim.

   Charles  L.  Black,  68,   was  Senior Vice President, Branch  President  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.

   ROBERT E.  HILGENFELD,  72,  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, 63, was elected  a  Director  in  September  1986.  Mr.
Miller  has  been  Chairman  of  Vance  C.  Miller  Interests,  a  real  estate
development  company formed in 1977 and has served as the Chairman of the Board
and Chief Executive  Officer  of  Henry  S.  Miller  Cos., a Dallas, Texas real
estate  services  firm  since 1991. Mr. Miller also serves  as  a  director  of
Resurgence Properties, Inc.

   JAMES G. VETTER, JR., 63, 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.

   DONALD L. WASS, PH. D., 65, 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.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

     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 1997, the Company paid
Mr. Pilgrim, doing business as Pilgrim  Poultry  G.P. ("PPGP"), $20,442,000 for
chickens  produced  in  his  grow-out operations, and  PPGP  paid  the  Company
$20,116,000 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 1997, the
Company paid contract egg grower's fees to PPGP of $4,626,000.

     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 1997, the Company had lease expenses of $396,000  and  operating expense
of $107,000 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 1997, the
Company  incurred  $1,137,000 for such guarantees and  paid $928,000 to  Lonnie
"Bo" Pilgrim and $56,000  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 1997, the Company paid  Godwin  &  Carlton,
P.C., legal fees of $334,535 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

ANNUAL COMPENSATION


<TABLE>
<CAPTION>

                                                            OTHER ANNUAL   ALL OTHER
NAME AND PRINCIPAL              FISCAL  SALARY    BONUS    COMPENSATION   COMPENSATION(1)
POSITION                         YEAR

<S>                             <C>     <C>       <C>       <C>             <C>    
Lonnie "Bo" Pilgrim             1997    $487,672  $139,571  $28,127         $11,123
Chairman of the Board and       1996     475,065   123,443   26,518          10,763
Chief Executive Officer         1995     463,016   277,530   17,591          10,359

Clifford E. Butler              1997     344,679    98,647   14,651          2,596
Vice Chariman of the Board      1996     253,368    65,836    7,505          6,204
and Executive President         1995     246,942   148,016    7,160          9,665

Lindy M. Pilgrim                1997     338,119   261,881   14,469          2,728
President and                   1996     329,378   270,622    9,275          6,871
Chief Operating Officer         1995     321,022   192,419    9,145         10,273

David Van Hoose                 1997     254,992    72,978    6,000          7,042
President,                      1996     248,400    65,545    6,000          7,634
Mexican Operations              1995     242,100   145,114    6,000          2,725

Robert L. Hendirx               1997     254,992    72,978   15,200          7,276
Executive Vice President        1996     248,400    64,545   10,200          7,777
Operations                      1995     242,100   145,114    8,948         11,486
</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  ABo@  Pilgrim, $52 (1997,
     1996  &  1995);  Clifford  E.  Butler, $792 (1997), $5,033 (1996),  $8,543
     (1995); Lindy M. Pilgrim, $792 (1997), $5,028 (1996), $8,453 (1995); David
     Van Hoose, $707 (1997), $4,913 (1996),  $52 (1995); and Robert L. Hendrix,
     $792 (1997), $5,028 (1996), $8,543 (1995).

  b. Section 79 income to the named individual due to group term life insurance
     in  excess  of  $50,000  in the following amounts:  Lonnie  ABo@  Pilgrim,
     $11,071  (1997),  $10,711 (1996),  $10,307  (1995);  Clifford  E.  Butler,
     $1,804 (1997), $1,171  (1996),  $1,122  (1995);  Lindy  M. Pilgrim, $1,936
     (1997),  $1,843  (1996),  $1,820  (1995); David Van Hoose, $6,335  (1997),
     $2,721 (1996), $2,673 (1995); and Robert L. Hendrix, $6,484 (1997), $2,749
     (1996), $2,943 (1995).

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 1997.

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 1997 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 1997 compensation  to  Lonnie ABo@ Pilgrim, the
Company's Chief Executive Officer, the Compensation Committee adjusted 
Mr. Pilgrim's  base salary by 2.7% 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 1997.

     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  U.S.  income before income taxes  to be allocated among certain  key
members of management.   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 17 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,  eight Senior Vice Presidents and three other
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


                                             Cumulative Total Return
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                     9/26/92        10/2/93       10/1/94       9/30/95      9/28/96      9/27/97

<S>                                    <C>           <C>           <C>            <C>          <C>          <C>
PILGRIM'S PRIDE CORPORATION            100            130           156           128          142          254

PEER GROUP                             100            136           177           164          173          263

RUSSELL 2000                           100            133           137           169           191         254

</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 1992.

     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, 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.  The peer group includes Golden Poultry Company
which  was  acquired  by  Gold  Kist  on 9/5/97, a non-publicly traded company.
Accordingly, Golden Poultry's return on  investment  only  includes stock price
data through 9/5/97, the last day of active trading for Golden Poultry.


                      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 1997
were  as  follows:   Clifford E. Butler--$196,726, O.B. Goolsby--$165,034,  and
James J. Miner--$219,076.   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.



                          SECURITY OWNERSHIP

      The  following  table  sets forth,  as  of  November  30,  1997,  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
NAME OF BENEFICIAL OWNERS                 Beneficial        of
                                          OWNERSHIP         CLASS

<S>                                       <C>     <C>       <C> <C>

Lonnie "Bo" Pilgrim[a][b]                 16,773,490         60.8%
  110 South Texas Street
  Pittsburg, Texas 75686
Lonnie Ken Pilgrim[a][b][d]                  529,345          1.9
Clifford E. Butler[b]                         30,395          [c]
Lindy M. "Buddy" Pilgrim[b]                   22,829          [c]
Robert L. Hendirx[b]                          23,636          [c]
David Van Hoose[b]                             4,586          [c]
James J. Miner[b]                             13,392          [c] 
James G.Vetter, Jr.                            1,550          [c]
Donald L. Wass                                   300          [c]
All executive officer and directors
as a group (18 persons)                   17,434,003         62.8%
</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.

(d)  Includes shares held in trust by  the  Company's  401(k)  Salary  Deferral
     Plan.

(e)  Less than 1%.

(d)  Includes  6,465 shares held by his wife, and 60,387 shares held by Pilgrim
     Family Trust  I  and  Pilgrim  Family  Trust II, respectively, for both of
     which  Lonnie  Ken Pilgrim serves as a co-trustee.  Also  includes  25,350
     shares held in two  irrevocable trusts dated December 15, 1994 and October
     31, 1989 of which Lonnie  Ken  Pilgrim  is a co-trustee for the benefit of
     his children.  Lonnie Ken Pilgrim disclaims any beneficial interest in the
     foregoing shares.



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  1998  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 1998.

FINANCIAL STATEMENTS AVAILABLE

     FINANCIAL STATEMENTS FOR THE COMPANY ARE INCLUDED  IN THE ANNUAL REPORT TO
STOCKHOLDERS FOR THE YEAR 1997. 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 7, 1998

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

1.  ELECTION OF DIRECTORS:


<TABLE>
<CAPTION>

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

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
</TABLE>


      (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.



                                 
FOR                   AGAINST                 ABSTAIN
[   ]                   [   ]                   [   ]


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.



<PAGE>

         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  19,  1997  at  the
Annual  Meeting  of  Stockholders  to  be  held  on  February  4,  1998  or any
adjournment thereof.

                                              (CONTINUED ON OTHER SIDE)