SCHEDULE 14A
                                (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT

                           SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

      Filed by the registrant / X /
      Filed by a party other than the registrant /    /
      Check the appropriate box:
      /   X  / Preliminary Proxy Statement
      /      /   Confidential,  for Use of the Commission Only (as permitted by
                 Rule 14a-6(e)(2))
      /     /  Definitive Proxy Statement
      /     /  Definitive Additional Materials
      /     /  Soliciting Material Pursuant to Rule 14a - 11(c) or Rule 14a-12

                          Pilgrim's Pride Corporation

               (Name of Registrant as Specified in Its Charter)


   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
      /X / No Fee Required.
      /  / Fee computed on table  below  per Exchange Act Rules 14a-6(i)(1) and
           0-11.

      (1) Title of each class of securities to which transaction applies:

      (2) Aggregate number of securities to which transaction applies:

      (3)  Per unit price or other underlying  value  of  transaction  computed
pursuant to  Exchange  Act  Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

      (4) Proposed maximum aggregate value of transaction:

      (5) Total fee paid:

      / / Fee paid previously with preliminary materials:


      / / Check box if any part  of  the  fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing  for  which  the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
      (1) Amount Previously Paid:

      (2) Form, Schedule or Registration Statement No.:

      (3) Filing Party:


      (4) Date Filed:


<PAGE>

PRELIMINARY COPIES

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


                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON JUNE 30, 1998
                                      AT
                            110 SOUTH TEXAS STREET,
                            PITTSBURG, TEXAS 75686


      Notice  is  hereby  given  that  a  Special Meeting of Stockholders  (the
"Special Meeting") of Pilgrim's Pride Corporation,  a Delaware corporation (the
"Company"), will be held on June 30, 1998 at 11:00 a.m.,  local  time,  at  110
South Texas Street, Pittsburg, Texas 75686 to consider the following matters:

      .     To  consider  and  vote  upon  a  proposal  to  amend the Company's
Certificate of Incorporation to (i) reclassify the existing common stock of the
Company  as Class B Common Stock, (ii) authorize a new class of  common  stock,
designated  as  Class  A  Common Stock, (iii) increase the number of authorized
shares  of  capital  stock  from   50,000,000  shares  to  165,000,000  shares,
consisting of 5,000,000 shares of preferred  stock, 100,000,000 shares of Class
A  Common  Stock  and  60,000,000 shares of Class  B  Common  Stock,  and  (iv)
establish the rights, powers  and  limitations  of the Class A Common Stock and
the Class B Common Stock, all as more specifically  described  in  the attached
Proxy Statement; and

      .     To  transact  such  other business as may properly come before  the
meeting or any adjournment thereof.

      The Board of Directors has fixed the close of business on June 1, 1998 as
the record date for determining stockholders  of  record entitled to notice of,
and to vote at, the Special Meeting.



Pittsburg, Texas
June 9, 1998

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



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

<PAGE>

PRELIMINARY COPIES

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



                      PROXY STATEMENT FOR SPECIAL MEETING



                              GENERAL INFORMATION

      The  Board  of Directors of Pilgrim's Pride Corporation  (the  "Company")
solicits stockholders'  proxies in the accompanying form for use at the Special
Meeting of Stockholders to be held on June 30, 1998, at 11:00 a.m., local time,
at 110 South Texas Street,  Pittsburg,  Texas  75686  (the  "Special Meeting").
This  Proxy  Statement  and  the  accompanying  proxy  card  are being  mailed,
beginning  on  or about June 9, 1998, to all stockholders entitled  to  receive
notice of, and to vote at, the Special 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 June 1, 1998 (the
"Record Date") will be entitled to one vote for  each  share  of  the Company's
common  stock,  par  value  $.01  per  share,  held  on  the  Record Date.  The
accompanying proxy card indicates the number of shares to be voted.  On June 1,
1998,  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
Special 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 Special Meeting.  Each stockholder is urged to:

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

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

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

      The accompanying proxy card allows a stockholder  to  abstain from voting
if the stockholder chooses to do so.

      When the accompanying proxy card is properly executed and  returned  with
voting  instructions,  the  shares  represented  by  the proxy will be voted in
accordance with the stockholder's direction 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  amendment  to  the  Company's  Certificate  of
Incorporation and at the proxies' discretion  on  any  other  matters that come
before the Special Meeting.

      The proxy does not affect a stockholder's right to vote in  person at the
Special 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, by communicating
his or her revocation  in  writing to the Secretary of the Company or by voting
by ballot at the Special Meeting.

VOTE 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 Special Meeting for the Special 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
Special Meeting.  The affirmative vote of a majority  of the outstanding shares
entitled  to vote is required for approval of the amendment  to  the  Company's
Certificate  of  Incorporation.   Accordingly, abstentions and broker non-votes
will have the effect of a vote against  the  proposal  to  amend  the Company's
Certificate   of  Incorporation.   Lonnie  "Bo"  Pilgrim  owned  or  controlled
16,773,491 shares  (60.8%) of the Company's common stock on the Record Date and
thus will be able to  approve  the  amendment  to  the Company's Certificate of
Incorporation.

COST OF PROXY SOLICITATION

      The Company will bear the cost of the Special  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.

                              SECURITY OWNERSHIP

      The  following  table sets forth, as of May 10, 1998, 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)  the Company's Chief Executive Officer; (iv) the Company's four
most highly compensated  executive  officers  other  than  the  Chief Executive
Officer;  and  (v)  all  executive officers and directors of the Company  as  a
group.


<TABLE>
<CAPTION>
Name of Beneficial Owners                      Amount and             Percent
                                               Nature of              of
                                               Beneficial             Class
                                               Ownership

<S>                                            <C>                    <C>
Lonnie "Bo" Pilgrim (a) (b)                    16,773,491             60.8%
   110 South Texas Street
   Pittsburg, Texas 75686

Lonnie Ken Pilgrim (b) (c)                        529,352              1.9
Clifford E. Butler (b)                             31,476              (d)
Lindy M. "Buddy" Pilgrim (b)                       23,750              (d)
Robert L. Hendrix (b)                              24,404              (d)
David Van Hoose (b)                                 5,181              (d)
James J. Miner (b)                                 11,631              (d)
James G. Vetter, Jr.                                1,550              (d)
Donald L. Wass                                        300              (d)
All executive officers and directors 
  as a group (17 persons)                      17,435,080             63.2%
</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 shares held in trust  by  the  Company's  401(k) Salary Deferral
      Plan.

(c)   Includes 6,465 shares held by his wife, and 60,387 and 60,386 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.

(d)   Less than 1%.

                                   PROPOSAL:
              AMENDMENT TO COMPANY'S CERTIFICATE OF INCORPORATION

GENERAL

      The  Company's Certificate of Incorporation currently  provides  for  the
issuance of  up  to  50,000,000 shares of capital stock, comprised of 5,000,000
shares of preferred stock,  par  value  $.01 per share ("Preferred Stock"), and
45,000,000 shares of common stock, par value  $.01  per  share.  At the Special
Meeting, the Company's stockholders are being asked to consider and vote upon a
proposal to approve an amendment in the form attached hereto  as  Annex  A (the
"Amendment"   or  the  "Reclassification")  to  the  Company's  Certificate  of
Incorporation which  would  (i)  reclassify  the  existing  common stock of the
Company  (the "Existing Common Stock") as Class B Common Stock  (the  "Class  B
Common Stock"), (ii) authorize a new class of common stock, designated as Class
A Common Stock  (the  "Class  A  Common  Stock"  and, together with the Class B
Common Stock, "Common Stock"), (iii) increase the  number  of authorized shares
of  capital  stock  from fifty million (50,000,000) to one hundred  sixty  five
million  (165,000,000),  consisting  of  five  million  (5,000,000)  shares  of
preferred  stock,  one  hundred  million (100,000,000) shares of Class A Common
Stock and sixty million (60,000,000)  shares  of Class B Common Stock, and (iv)
establish the rights, powers and limitations of  the  Class  A Common Stock and
the Class B Common Stock.

      If the Amendment is approved by the stockholders, the Board  of Directors
intends  to file a Certificate of Amendment to the Certificate of Incorporation
of the Company  in  accordance  with  the  Amendment.   The  Amendment  will be
effective  immediately  upon acceptance of filing by the Secretary of State  of
the State of Delaware (the  "Effective Date").  The Board would then be free to
issue any class of the Company's  authorized  capital stock without any further
action on the part of the stockholders.  Although  the  Board presently intends
to  file  the  Certificate  of  Amendment,  if  the  Amendment is  approved  by
stockholders,  the  resolution of stockholders will reserve  to  the  Board  of
Directors the right to  defer  or  abandon  the  Amendment  and  not  file such
Certificate of Amendment.

      Upon  effectiveness  of the Amendment, each outstanding share of Existing
Common  Stock  will  automatically  be  converted  into,  and  the  certificate
therefore will be deemed  to represent, one share of Class B Common Stock.  The
Existing  Common  Stock  certificates   will  no  longer  specify  the  correct
designation but will represent an equal number  of  shares  of  Class  B Common
Stock.   New  certificates  representing  the Class B Common Stock will not  be
issued until further transfer of such shares  to  new  holders  or a request is
received from a stockholder to replace such stockholder's Existing Common Stock
certificate with a Class B Common Stock certificate.

      Under  the provisions of the Amendment, the currently outstanding  shares
of Existing Common  Stock  would  be  reclassified  as Class B Common Stock and
would  continue  to  have  substantially  their  present  rights,   powers  and
limitations,  except  that each share of Class B Common Stock will entitle  the
holder thereof to 20 votes  except as otherwise provided by law.  As more fully
described  below,  each  share of  the  new  Class  A  Common  Stock  would  be
substantially identical to the shares of Class B Common Stock, except that each
share of Class A Common Stock  will  entitle the holder thereof to one vote per
share on any matter submitted for a stockholder vote.

RECOMMENDATION OF THE BOARD OF DIRECTORS

      The Amendment has been unanimously  approved  by  the  Company's Board of
Directors.  The Board believes that the Amendment is in the best  interests  of
the  Company  and  its  stockholders  and  recommends  that  you vote "FOR" the
adoption of the Amendment.



REASON FOR THE AMENDMENT

      The Company qualifies as a "family corporation" under Section  447 of the
Internal  Revenue  Code  of 1986, as amended (the "Code").  Section 447 of  the
Code provides that a corporation  is  a "family corporation" if at least 50% of
the total combined voting power of all classes of stock entitled to vote and at
least 50% of all other classes of stock of the corporation are owned by members
of  the  same family and certain other conditions  are  met.   The  Company  is
controlled  by  Lonnie A. "Bo" Pilgrim (the "Founder") who owns over 60% of its
outstanding common  stock  and  meets  the  other  requirements  of  a  "family
corporation."

      Before  July 2, 1988, the Company used the cash method of accounting  for
federal income  tax  purposes.   Pursuant  to changes in the law enacted by the
Revenue Act of 1987, the Company (as a "family  corporation")  was  required to
change  its  method of accounting to the accrual method for federal income  tax
purposes.  As  a  consequence  of such change in accounting method, the Company
was permitted to create a "suspense  account"  in  the  amount of approximately
$89.7  million,  which  represents deferred income arising from  the  Company's
prior use of the cash method of accounting.  Beginning fiscal 1997, the Company
is generally required to include 1/20th of this amount, or approximately $4.5 
million, in taxable income each year  for the next 20 years.  However, the full 
amount must be included in taxable income  in  any  year  that  the  Company 
ceases to be a "family corporation."  Accordingly, if the Founder's family  
ceases  to  own at least  50%  of  the total combined voting power of all 
classes of the Company's stock entitled to  vote,  the  Company would cease to 
be a "family corporation" and would be required to recognize  the  balance  of  
the "suspense account" in taxable income.

      The Board of Directors believes that the continued  success and growth of
the  Company  requires the flexibility to issue stock to raise  capital  and/or
acquire other companies.   The  Board  of Directors believes that the Amendment
would promote both objectives, without causing  the  adverse  tax  consequences
described  above or any disenfranchisement of existing stockholders.   Further,
the Board of  Directors  believes  the  Amendment is consistent with dual class
capital  structures  which have been adopted  by  a  number  of  publicly  held
companies.

CERTAIN POTENTIAL BENEFITS OF THE AMENDMENT

      After careful consideration,  the  Board  has  identified  the  following
potential benefits of the Amendment for the Company and its stockholders:

      NO DISENFRANCHISEMENT OF EXISTING STOCKHOLDERS.  The Board believes  that
the  Amendment is preferable to other dual class structures because it will not
reduce  the voting power of existing stockholders.  In particular, because each
holder of  a  share  of  Existing  Common Stock will, immediately following the
amendment, hold one share of Class B  Common  Stock,  the Reclassification will
have  no  immediate  effect  on  the  relative  voting  strength   of  existing
stockholders, including the Founder.

      INCREASED  FLEXIBILITY  IN  RAISING  CAPITAL AND IN RESPONDING TO  FUTURE
ACQUISITION OPPORTUNITIES.  The Company has  followed, and continues to follow,
a long term strategy for growth.  The Board of  Directors  believes  that  this
strategy  will best maximize the value of the Company.  The Board also believes
that implementation  of  the Amendment would provide the Company with increased
flexibility  in  the  future   to   issue  common  equity  in  connection  with
acquisitions and to raise equity capital  or  to  issue  convertible  debt as a
means  to finance future growth without triggering the adverse tax consequences
described  above  under  "-Reason  for the Amendment" and without significantly
diluting the voting strength of current stockholders, including the Founder.

      The  Board  of Directors believes  that  this  increased  flexibility  is
important because of its belief that consolidation is underway in the industry.
The Company believes  that  consummation of any strategic acquisitions that may
arise in the future may require  the issuance of substantial amounts of capital
stock and/or cash payments.  The availability  of  a  pool  of  authorized  but
unissued Class A Common Stock that can be issued without triggering the adverse
tax  consequences  described  above  will  provide  the  Company  with  greater
flexibility  in  responding  to  acquisition  opportunities  that  the Board of
Directors determines are in the Company's long term best interest.

      BUSINESS RELATIONSHIPS.  Implementation of the Amendment may enhance  the
existing  and  potential  business relationships of the Company with suppliers,
customers,  lenders and other  parties  who  may  become  concerned  about  the
limitations on the Company's ability to raise equity capital without triggering
the adverse tax consequences described above or about changes in control of the
Company in the  event  the Founder's holdings are diluted as a result of future
issuances by the Company.

CERTAIN POTENTIAL DISADVANTAGES OF THE AMENDMENT

      In addition to the  potential  benefits of the Amendment discussed above,
the Board also considered potential disadvantages  of  the Amendment, including
the following:

      UNCERTAIN  EFFECT  ON STOCK PRICE.  Any issuance of  shares  of  Class  A
Common Stock could affect the price of the Class B Common Stock.  However, many
factors, including general market conditions, future performance of the Company
and  the  performance  of  other   companies   in  the  industry,  could  cause
fluctuations in the prices for both the Class A Common Stock and Class B Common
Stock, and could cause the Class A Common Stock  and  Class  B  Common Stock to
trade at different prices.  While the Company presently intends to  issue  only
Class A Common Stock in the future if the Amendment is adopted and implemented,
it  may  from  time  to time issue Class B Common Stock if necessary to achieve
strategic objectives of  the  Company.  Future issuances of both Class A Common
Stock and Class B Common Stock  could  affect  the  price  for  either  or both
classes of Common Stock.  For the foregoing reasons, the Company cannot predict
the  relative  or absolute effect of the Amendment on the market price for  the
Class B Common Stock.   See  "-Risk of Discounted Value of Class A Common Stock
in Future Acquisitions or Financings,"  "-Description  of  the  Amendment," and
"-Certain Anti-Takeover Effects."

      POTENTIAL  NEGATIVE  RESPONSE OF INSTITUTIONAL INVESTORS.  Implementation
of the Amendment may affect  the  decision  of  certain institutional investors
that would otherwise consider investing in the Class  B  Common  Stock  but who
object  to  the  Amendment.   To  the extent that institutional investors avoid
purchasing the Company's stock, the  stock  price may be negatively affected by
the decreased demand.

      RISK OF DISCOUNTED VALUE OF CLASS A COMMON  STOCK  IN FUTURE ACQUISITIONS
OR FINANCINGS.  The Company presently plans to issue Class  A  Common  Stock in
future  acquisitions,  financings  or  offerings.   If the Class A Common Stock
trades  at  a  discount  to  the  Class  B Common Stock, then  acquisitions  or
financings involving the issuance of Class  A Common Stock will be economically
more dilutive to existing stockholders than such  transactions  would be if the
Company issued Class B Common Stock.  This dilution, if it occurs,  will result
in  decreased  earnings  per share and lower stock prices for both the Class  B
Common  Stock  and  the  Class  A  Common  Stock.   See  "-Description  of  the
Amendment."

      COMPLICATIONS FOR FUTURE  BUSINESS COMBINATIONS.  The Board believes that
the creation of Class A Common Stock will allow the Company greater flexibility
in carrying out future acquisitions.   However, the existence of two classes of
Common Stock will cause difficulties in  accounting for such acquisitions using
the "pooling of interests" method for financial reporting purposes. This factor
could  counteract  the increase in flexibility  in  responding  to  acquisition
opportunities that is an anticipated result of the Amendment.

      POTENTIAL PAYMENT OF DEFERRED TAXES.  For the Company to remain a "family
corporation," at least 50% of the total combined voting power of all classes of
stock entitled to vote  of the Company and at least 50% of all other classes of
stock of the Company must be owned by the Founder's family.  Thus, if the Class
A Common Stock was deemed not to be a "class of stock entitled to vote" and the
Founder's family failed to  own  at least 50% of any outstanding Class A Common
Stock, the balance of the $89.7 million "suspense account" would be immediately
included in the taxable income of the Company.  However, although no assurances
can be given, Baker & McKenzie has  advised the Company that in its opinion the
Class A Common Stock should be considered  "a class of stock entitled to vote."
See "--Reason for the Amendment."

      POTENTIAL CHANGES IN LAW OR REGULATIONS.   In  recent  years,  bills have
been  introduced  in  Congress  that,  if  enacted,  would  have prohibited the
registration of common stock on a national securities exchange  or  the trading
of  such  common  stock  on Nasdaq if such common stock was part of a class  of
securities  which  has no voting  rights  or  carried  disproportionate  voting
rights. While these bills have not been acted upon by Congress, there can be no
assurance that such  a  bill  (or  a  modified  version  thereof)  will  not be
introduced  in  Congress  in  the  future.   Legislation  or  other  regulatory
developments  could  make  the  Class  A  Common Stock and Class B Common Stock
ineligible for trading on national securities exchanges and Nasdaq.  Similarly,
rule changes adopted by the exchanges or the National Association of Securities
Dealers  could also make the Class A Common  Stock  or  Class  B  Common  Stock
ineligible  for  trading  on  one  or  more  of  such exchanges or Nasdaq.  The
Company  is unable to predict whether any such  regulatory  proposals  or  rule
changes will be adopted or whether they will have such effect.


SECURITIES LAWS & REGULATIONS

      FEDERAL  SECURITIES  LAWS.   Because  the  Existing  Common Stock will be
reclassified as Class B Common Stock with essentially the same  rights,  powers
and  limitations,  the  Reclassification  is  not  an "offer," "offer to sell,"
"offer for sale" or "sale" of a security within the  meaning of Section 2(3) of
the Securities Act of 1933, as amended (the "Securities  Act"),  and  will  not
involve the substitution of one security for another under Rule 145 thereunder.
Because  the  Reclassification  does  not constitute a "sale" of Class B Common
Stock  under  the Securities Act, Stockholders  will  not  be  deemed  to  have
purchased such  shares  separately  from  the  Existing  Common Stock under the
Securities Act and Rule 144 thereunder.  Shares of Class B  Common  Stock  held
immediately  upon  effectiveness  of  the Amendment may be offered for sale and
sold in the same manner as the Existing  Common  Stock.   Any  affiliate of the
Company under Rule 144 will be subject to the same restrictions in disposing of
Class B Common Stock as the affiliate presently is with respect to the Existing
Common Stock.

      NYSE CRITERIA.  The Existing Common Stock is currently listed  on the New
York Stock Exchange ("NYSE"), and application is being made to trade the  Class
B Common Stock on the NYSE as well.  The Company has reviewed the terms of  the
Amendment   with   the  NYSE  and  has  been  advised  by  the  NYSE  that  the
Reclassification would not violate the NYSE's voting rights policy.

DESCRIPTION OF THE AMENDMENT

      As indicated above,  the  Amendment  will  reclassify the Existing Common
Stock into Class B Common Stock and create a new Class  A  Common  Stock.   The
rights,  powers  and  limitations  of  the Class A Common Stock and the Class B
Common  Stock  are set forth in full in the  proposed  Article  Fourth  of  the
Company's Certificate  of  Incorporation.   The  full text of Article Fourth as
proposed  to be amended is set forth as Annex A to  this  Proxy  Statement  and
incorporated  herein  by  reference.   The  following summary should be read in
conjunction with, and is qualified in its entirety to reference to, such
Annex A.

      IDENTICAL  RIGHTS.   Except  as  otherwise  expressly   provided  in  the
Company's Certificate of Incorporation, all shares of the Common  Stock will be
identical  and will entitle the holders of the Common Stock to the same  rights
and privileges.

      DIVIDENDS.   Subject to the prior rights and preferences of the Preferred
Stock, if any, the holders  of  record  of the Common Stock will be entitled to
receive such dividends as may be declared  by the Board of Directors out of any
funds  of  the  Company, except that (i) if dividends  are  declared  that  are
payable in shares  of Common Stock, such stock dividends will be payable at the
same rate on each class  of Common Stock and will be payable in shares of Class
A Common Stock to holders  of  Class  A  Common  Stock and in shares of Class B
Common  Stock  to holders of Class B Common Stock and  (ii)  if  dividends  are
declared that are  payable  in  shares of common stock of another company, then
such shares may differ as to voting  rights  to  the  extent that voting rights
differ among the Class A Common Stock and the Class B Common Stock.

      STOCK  SPLITS.   The  Company  will  not  subdivide,  by   stock   split,
reclassification,  stock  dividend,  recapitalization  or other subdivision, or
combine  the  outstanding  shares  of  one  class  of Common Stock  unless  the
outstanding  shares  of  both  classes  of Common Stock are  capable  of  being
proportionately subdivided or combined.

      LIQUIDATION  RIGHTS.   In  the  event of  any  voluntary  or  involuntary
liquidation, dissolution or winding up  of  the  affairs  of the Company, after
distribution in full of the preferential amounts, if any, to  be distributed to
the holders of shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive all of the remaining
assets  of the Company available for distribution to its stockholders,  ratably
in proportion  to  the  number  of  shares of the Common Stock held by them.  A
liquidation, dissolution or winding-up  of  the Company, as such terms are used
herein, will not be deemed to be occasioned by  or to include any consolidation
or merger of the Company with or into any other company  or  companies or other
entity or a sale, lease, exchange or conveyance of all or a part  of the assets
of the Company.

      VOTING RIGHTS.  The holders of shares of the Class A Common Stock and the
Class B Common Stock will vote as a single class on all matters submitted  to a
vote  of  the stockholders, with each share of Class A Common Stock entitled to
one vote and each share of Class B Common Stock entitled to 20 votes, except as
otherwise provided by law.

      CONSIDERATION  ON  MERGER,  CONSOLIDATION,  BUSINESS  COMBINATION. In any
merger,  consolidation,  or  business  combination,  the  consideration  to  be
received per share by the holders of Class A Common Stock and  Class  B  Common
Stock  will  be  identical  for  each  class  of stock, except that in any such
transaction in which shares of common stock are  to be distributed, such shares
may differ as to voting rights to the extent that  voting  rights  differ among
the Class A Common Stock and the Class B Common Stock.

      PREEMPTIVE  RIGHTS; SUBSCRIPTION RIGHTS; CUMULATIVE VOTING.  Stockholders
of the Company will  not be entitled to preemptive or subscription rights or to
cumulative voting.

CERTAIN ANTI-TAKEOVER EFFECTS

      THE AMENDMENT.   The  Amendment  could  result  in  certain anti-takeover
effects.  Currently,  a  person  cannot  succeed in a takeover of  the  Company
without making an offer acceptable to the  Founder,  because of his substantial
ownership of voting stock.  Implementation of the Amendment will not change the
voting power of the Founder, but it will give the Company  more  flexibility to
issue  Common Stock without substantial diminution of the voting power  of  the
existing  stockholders,  including the Founder.  If stockholders were to reject
the Amendment and if the Company  were to sell a substantial amount of Existing
Common Stock, the chances of success  might improve for a tender offer or other
takeover proposal or a proxy contest which  would  remove  incumbent  directors
notwithstanding the opposition of the Founder.

      On  the foregoing assumptions, the Amendment might be said to reduce  the
possibility  of the stockholders receiving and accepting hostile takeover bids,
which are often  made at premiums over then-current market prices of the target
company's stock.   The  Amendment  may also render more difficult or discourage
mergers, proxy contests, removal of  current  management  or  other  changes in
control  of  the  Company  which  may be desired by substantial holders of  the
Company's equity securities, particularly if their holdings are primarily Class
A Common Stock.

      SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW.  Because the Company
has not by a provision in its Certificate  of  Incorporation elected otherwise,
it is subject to Section 203 of the Delaware General  Corporation Law ("Section
203"),  which  imposes  certain  restrictions,  described below,  on  "business
combinations" with an "interested stockholder" that could produce anti-takeover
effects in certain circumstances. Section 203 defines a business combination to
include  (i)  any merger or consolidation involving  the  corporation  and  the
interested stockholder;  (ii)  any  sale,  lease, exchange, mortgage, transfer,
pledge or other disposition involving the interested stockholder of 10% or more
of  the assets of the corporation; (iii) subject  to  certain  exceptions,  any
transaction which results in the issuance or transfer by the corporation of any
stock  of  the  corporation to the interested stockholder; (iv) any transaction
involving the corporation  which has the effect of increasing the proportionate
share of the stock of any class  or  series  of  the  corporation  owned by the
interested stockholder; or (v) the receipt by the interested stockholder of the
benefit of any loans, advances, guarantees, pledges or other financial benefits
provided  by  or  through the corporation.  In general, Section 203 defines  an
"interested stockholder"  as  any  entity  or person beneficially owning 15% or
more  of the outstanding voting stock of the  corporation  and  any  entity  or
person affiliated with or controlling or controlled by such entity or person.

      Subject   to   certain  exceptions,  Section  203  prohibits  a  Delaware
corporation from engaging  in  any  business  combination  with  any interested
stockholder  for  a  period  of  three  years  following  the  time  that  such
stockholder  became  an  interested stockholder, unless (i) prior to such time,
the  board  of  directors of  the  corporation  approved  either  the  business
combination or the  transaction  which  resulted in the stockholder becoming an
interested  stockholder,  (ii)  upon  consummation  of  the  transaction  which
resulted in the stockholder becoming an  interested stockholder, the interested
stockholder  owned  at  least  85%  of  the voting  stock  of  the  corporation
outstanding at the time the transaction commenced  (not  counting  those shares
owned by directors who are also officers and by employee stock plans  in  which
employee participants do not have the right to determine confidentially whether
shares  held  subject  to  the  plan  will  be tendered in a tender or exchange
offer), or (iii) at or subsequent to such time,  the  business  combination  is
approved  by  the  board  of  directors  and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of the outstanding voting  stock  which  is  not  owned by the
interested stockholder.

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.

      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,

                                             /s/ Richard A. Cogdill


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

Pittsburg, Texas
June 9, 1998


<PAGE>

PRELIMINARY COPIES

                        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 (the "Company") held of record by the undersigned  at  the close of
business on June 1, 1998 at the Special Meeting of Stockholders to be  held  on
June 30, 1998 or any adjournment thereof.


      (CONTINUED ON OTHER SIDE)



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

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

              AMENDMENT TO COMPANY'S CERTIFICATE OF INCORPORATION

1.    Amend  the  Company's  Certificate of Incorporation to (i) reclassify the
      existing common stock of  the  Company  as  Class  B  Common  Stock, (ii)
      authorize  a  new  class  of  common  stock, designated as Class A Common
      Stock, (iii) increase the number of authorized  shares  of  capital stock
      from  50,000,000  shares  to  165,000,000 shares, consisting of 5,000,000
      shares of preferred stock, 100,000,000 shares of Class A Common Stock and
      60,000,000 shares of Class B Common Stock, and (iv) establish the rights,
      powers and limitations of the Class A Common Stock and the Class B Common
      Stock.


<TABLE>
<CAPTION>

<S>                       <C>                   <C>

FOR                     AGAINST                 ABSTAIN
[   ]                     [   ]                   [   ]

</TABLE>


2.    In their discretion such other  business  as may properly come before the
      Special Meeting.

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



UNLESS  OTHERWISE  SPECIFIED ON THIS PROXY, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED "FOR" THE AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION.
                                           Date


                                           Signature of Stockholder


                                           Signature if held jointly

<PAGE>

                                    ANNEX A



                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                          PILGRIM'S PRIDE CORPORATION

      Pilgrim's Pride Corporation, a corporation organized  and  existing under
the General Corporation Law of the State of Delaware (the "Corporation"),  does
hereby certify that:

      ()    The amendment to the Corporation's Certificate of Incorporation set
forth  below  was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.

      ()    Article Fourth of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:

            "FOURTH:

      AUTHORIZED SHARES

            The  total  number  of  shares of stock which the Corporation shall
      have  authority  to  issue  is  165,000,000  shares,  consisting  of  the
      following:

                  (1)   100,000,000 shares  of  Class A common stock, par value
            $.01 per share (the "Class A Common Stock");

                  (2)   60,000,000 shares of Class  B  common  stock, par value
            $.01 per share (the "Class B Common Stock" and, together  with  the
            Class A Common Stock, the "Common Stock"); and

                  (3)   5,000,000 shares of preferred stock, par value $.01 per
            share (the "Preferred Stock").

            Upon  the filing of this Certificate of Amendment of Certificate of
      Incorporation  with  the Secretary of State of the State of Delaware (the
      "Effective Time"), and  without  any  further  action  on the part of the
      Corporation  or its stockholders, each share of the Corporation's  common
      stock, par value $.01 per share, issued and outstanding immediately prior
      to the Effective  Time  (the  "Existing  Common Stock"), including shares
      held  in  the  treasury  of  the  Corporation,  shall   be  automatically
      reclassified,   changed,   and   converted   into  one  fully  paid   and
      nonassessable share of Class B Common Stock, par  value  $.01  per share.
      Any  stock  certificate  that,  immediately  prior to the Effective Time,
      represents shares of the Existing Common Stock  will,  from and after the
      Effective Time, automatically and without the necessity of presenting the
      same  for  exchange,  represent that number of shares of Class  B  Common
      Stock  equal  to the number  of  shares  of  the  Existing  Common  Stock
      represented by such certificate prior to the Effective Time.

      DESIGNATIONS, PREFERENCES, ETC. OF THE CAPITAL STOCK

            The designations,  preferences, powers, qualifications, and special
      or relative rights or privileges  of the capital stock of the Corporation
      shall be as set forth below.

      COMMON STOCK

            (1)   IDENTICAL  RIGHTS.  Except   as  herein  otherwise  expressly
      provided, all shares of Common Stock shall be identical and shall entitle
      the holders thereof to the same rights and privileges.

            (2)   DIVIDENDS ON THE COMMON STOCK.

                  ()    Subject to the prior rights  and  preferences,  if any,
            applicable  to shares of the Preferred Stock or any series thereof,
            the holders of  shares of Common Stock shall be entitled to receive
            such dividends (payable  in  cash,  stock,  or otherwise) as may be
            declared  thereon  by  the  Corporation's board of  directors  (the
            "Board of Directors") at any  time and from time to time out of any
            funds of the Corporation legally  available  therefor,  except that
            (i) if dividends are declared that are payable in shares  of Common
            Stock, then such stock dividends shall be payable at the same  rate
            on  each  class of Common Stock and shall be payable only in shares
            of Class A  Common  Stock to holders of Class A Common Stock and in
            shares of Class B Common  Stock  to holders of Class B Common Stock
            and (ii) if dividends are declared  that  are  payable in shares of
            common stock of another corporation, then such shares may differ as
            to voting rights to the extent that voting rights  now differ among
            the Class A Common Stock and the Class B Common Stock.

                  (b)   Dividends payable under this subparagraph  (2) shall be
            paid to the holders of record of the outstanding shares  of  Common
            Stock  as  their  names  shall  appear on the stock register of the
            Corporation on the record date fixed  by  the Board of Directors in
            advance of declaration and payment of each  dividend. Any shares of
            Common Stock issued as a dividend pursuant to this subparagraph (2)
            shall,  when so issued, be duly authorized, validly  issued,  fully
            paid and non-assessable, and free of all liens and charges.

                  (c)   Notwithstanding   anything   contained  herein  to  the
            contrary, no dividends on shares of Common  Stock shall be declared
            by the Board of Directors or paid or set apart  for  payment by the
            Corporation at any time that such declaration, payment  or  setting
            apart is prohibited by applicable law.

            (3)   STOCK  SPLITS  RELATING  TO THE COMMON STOCK. The Corporation
      shall not in any manner subdivide (by  any stock split, reclassification,
      stock dividend, recapitalization or otherwise) or combine the outstanding
      shares of one class of Common Stock unless the outstanding shares of both
      classes of Common Stock shall be proportionately subdivided or combined.

            (4)   LIQUIDATION RIGHTS OF THE COMMON  STOCK.  In the event of any
      voluntary or involuntary liquidation, dissolution,  or  winding-up of the
      Corporation, after distribution in full of the preferential  amounts,  if
      any, to be distributed to the holders of shares of the Preferred Stock or
      any  series  thereof,  the  holders  of  shares  of Common Stock shall be
      entitled  to  receive  all  of  the remaining assets of  the  Corporation
      available for distribution to its  stockholders, ratably in proportion to
      the  number  of shares of Common Stock  held  by  them.   A  liquidation,
      dissolution, or  winding-up of the Corporation, as such terms are used in
      this subparagraph  (4),  shall  not  be  deemed to be occasioned by or to
      include any consolidation or merger of the  Corporation  with or into any
      other  corporation  or  corporations  or  other entity or a sale,  lease,
      exchange,  or  conveyance  of  all  or  a  part  of  the  assets  of  the
      Corporation.

            (5)   VOTING RIGHTS OF THE COMMON STOCK.

                  (a)   The holders of the Class A Common Stock and the Class B
            Common Stock shall vote as a single class on  all matters submitted
            to a vote of the stockholders, with each share  of  Class  A Common
            Stock  being  entitled  to  one (1) vote and each share of Class  B
            Common  Stock  being entitled to  twenty   (20)  votes,  except  as
            otherwise provided by law.
                  (b)   No  holder   of  Common  Stock  shall  be  entitled  to
            preemptive or subscription rights.

            (6)   CONSIDERATION ON MERGER, CONSOLIDATION, ETC.   In any merger,
      consolidation, or business combination,  the consideration to be received
      per share by the holders of Class A Common Stock and Class B Common Stock
      must  be  identical for each class of stock,  except  that  in  any  such
      transaction  in  which shares of common stock are to be distributed, such
      shares may differ  as  to  voting rights to the extent that voting rights
      now differ among the Class A Common Stock and the Class B Common Stock.

      PREFERRED STOCK

            Shares of the Preferred  Stock  may  be issued from time to time in
      one or more series, the shares of each series to have such voting powers,
      full or limited, or no voting powers, and such  designations, preferences
      and  relative,  participating,  optional  or  other special  rights,  and
      qualifications, limitations or restrictions thereof,  as  shall be stated
      and expressed in a resolution or resolutions providing for  the  issue of
      such  series  adopted by the Board of Directors of the Corporation.   The
      Board of Directors  of  the  Corporation  is hereby expressly authorized,
      subject to the limitations provided by law,  to  establish  and designate
      series  of  the Preferred Stock, to fix the number of shares constituting
      each series, and to fix the designations and the relative powers, rights,
      preferences and  limitations  of  the  shares  of  each  series  and  the
      variations in the relative powers, rights, preferences and limitations as
      between  series,  and  to  increase  and to decrease the number of shares
      constituting each series."

      IN  WITNESS  WHEREOF,  Pilgrim's  Pride  Corporation   has   caused  this
Certificate  to  be  executed by Lonnie A. Pilgrim, its authorized officer,  on
this ___ day of _____, 1998.

                                    PILGRIM'S PRIDE CORPORATION


                                     /s/ Lonnie A. Pilgrim
                                    ___________________________________________
                                    Lonnie A. Pilgrim, Chairman of the Board of
                                    Directors and Chief Executive Officer