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

                         SCHEDULE 14A INFORMATION

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

[x] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY 
    RULE 14a-6(e) (2))
[x] 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 if 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:
_____________________________________________________________________________


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


               NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                TO BE HELD WEDNESDAY, FEBRUARY 3, 1999

      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  3,  1999,  at 11:00 a.m., local
time, to consider the following matters:

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

2.     The appointment of Ernst & Young LLP as the Company's independent
       auditors for the fiscal year ending  October 2, 1999; and

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  23,
1998, 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,
D
ecember 28, 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 3, 1999, 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 1998 Annual Report  to  Stockholders
are being mailed,  beginning on or about December 28, 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  23,  1998
(the  "Record  Date"),  will  be entitled to twenty votes for each share of the
Company's Class B common stock held on the Record Date.  The accompanying proxy
card indicates the number of shares  to  be voted.  On December 23, 1998, there
were 27,589,250 shares of the Company's Class  B  common  stock, $.01 par value
per share, issued and outstanding.  No other classes of stock  of  the  Company
were issued or outstanding on the Record Date.

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 other 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 ten nominees for Directors  named  on  the accompanying
proxy  card  and  for  the  appointment  of  Ernst & Young LLP 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 Company's Class B 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 Company's Class B
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  of the Company's Class B common
stock  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 16,773,492 shares
(60.8%) of the Company's Class  B common stock on the Record Date and thus will
be able to elect all of the nominees for Directors and to approve Ernst & Young
LLP as independent auditors for the Company.

STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

In order for stockholder proposals  which  are submitted pursuant to Rule 14a-8
of the Securities Exchange Act of 1934 (the "Exchange Act") to be considered by
the Company for inclusion in the proxy materials for the 2000 Annual Meeting of
Stockholders, they must be received by the Secretary  of  the  Company no later
than the close of business on August 25, 1999.  For proposals that stockholders
intend  to  present  at  the  2000  Annual Meeting of Stockholders outside  the
processes of Rule 14a-8 of the Exchange  Act,  unless  the stockholder notifies
the  Secretary of the Company of such intent by November  6,  1999,  any  proxy
solicited  by  the Company for such Annual Meeting will confer on the holder of
the proxy discretionary  authority  to  vote  on  the  proposal so long as such
proposal is properly presented at the Annual Meeting.

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
Class B 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 26,  1998,  there  were
five meetings  of  the Board of Directors, two meetings of the Audit Committee,
and one meeting of the  Compensation Committee. During fiscal 1998, 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, ten 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 ten 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.

<PAGE>

                         NOMINEES FOR DIRECTOR


   LONNIE "BO" PILGRIM, 70, has  served  as  Chairman  of  the  Board since the
organization  of  the Company in July 1968.  He was previously Chief  Executive
Officer from July 1968  to  June  1998.   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, 56, serves as Vice Chairman of the Board.  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, became Executive President in  January  1997  and  served in such
capacity  through  July  1998  and continues to serve as Vice Chairman  of  the
Board.

   DAVID VAN HOOSE, 56, serves as  Chief Executive Officer, President and Chief
Operating Officer of the Company.  He  was  named  Chief  Executive Officer and
Chief  Operating  Officer  in  June 1998 and President in July  1998.   He  was
previously President of Mexico Operations   from  April  1993  to June 1998 and
Senior Vice President, Director General, Mexico Operations from  August 1990 to
April  1993.   Mr. Van Hoose was employed by the Company in September  1988  as
Senior Vice President,  Texas  Processing.   Prior  to  that, Mr. Van Hoose was
employed by Cargill, Inc., as General Manager of one of its chicken operations.

   RICHARD  A.  COGDILL,  38,  has  served  as Executive Vice President,  Chief
Financial Officer, Secretary and Treasurer since  January  1997.   He  became a
Director  in   September  1998.  Previously he served as Senior Vice President,
Corporate Controller, from August  1992  through  December  1996  and  as  Vice
President,  Corporate  Controller from October 1991 through August 1992.  Prior
to October 1991 he was a  Senior  Manager  with  Ernst  &  Young  LLP.  He is a
Certified Public Accountant.

   LONNIE KEN PILGRIM, 40, has been employed by the Company since 1977  and has
been Senior 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  Directors  since March 1985.  He is a son of
Lonnie "Bo" 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,  73,  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., 64, 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., 64, 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., 66, 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  1998,  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
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
persons.  Since 1985,  Lonnie  "Bo"  Pilgrim,  Chairman  of  the  Board  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 1998, the Company paid Mr. Pilgrim, doing  business
as  Pilgrim  Poultry  G.P.  ("PPGP"),  $21,883,000 for chickens produced in his
grow-out operations, and PPGP paid the Company $21,396,000 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 1998, the
Company paid contract egg grower's fees to PPGP of $4,989,000.

     Since 1985, the Company has  leased  an  airplane from Lonnie "Bo" 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 1998, the Company had  lease expenses of $396,000 and operating expenses
of $52,980 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 1998, the
Company incurred $889,000 for such  guarantees and paid $938,000 to Lonnie "Bo"
Pilgrim, $50,000 to Lonnie Ken Pilgrim,  a  Director of the Company, and $4,000
to each of his two remaining children.

     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 1998, the Company paid  Godwin  &  Carlton,
P.C., legal fees of $335,311 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 five other most  highly  compensated
executive officers.

                      SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

<TABLE>
<CAPTION>

<S>                        <C>       <C>       <C>                     
Annual Compensation                                        Other         All
                          Fiscal                           Annual      Other
NAME AND PRINCIPAL     Year     SALARY    BONUS   COMPENSATION COMPENSATION(1)
POSITION
Lonnie "Bo" Pilgrim         1998   $501,314   $210,975     $36,558     $11,430
Chairman of the Board       1997    487,672    139,571      28,127      11,123
                            1996    475,065    123,443      26,518      10,763

Clifford E. Butler          1998    372,267    156,666       9,304       3,213
Vice Chairman of the Board  1997    344,679     98,647      14,651       2,596
                            1996    253,368     65,836       7,505       6,204

David Van Hoose             1998    283,395    200,000       6,579       6,704
Chief Executive Officer,    1997    254,992     72,978       6,000       7,042
President, and              1996    248,400     64,545       6,000       7,634
Chief Operating Officer

Robert L. Hendrix           1998    262,119    110,356       6,523       4,801
Executive Vice President    1997    254,992     72,978      15,200       7,276
Growout and Processing      1996    248,400     64,545      10,200       7,777

Richard A. Cogdill          1998    204,905    100,000       5,115         776
Executive Vice President    1997    190,575     54,542      10,540         458
Chief Financial Officer     1996    144,103     37,444       4,383         458
Secretary and Treasurer

Lindy M. Pilgrim(2)         1998    285,345          0       2,235   236,704(3)
President and               1997    338,119    261,881      14,469       2,728
Chief Operating Officer     1996    329,378    270,622       9,275       6,871
</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 (1998,
     1997 & 1996); Clifford E. Butler, $312 (1998), $792 (1997), $5,033 (1996);
     David  Van  Hoose,  $312  (1998),  $707 (1997), $4,913 (1996);  Robert  L.
     Hendrix, $318 (1998), $792 (1997), $5,028 (1996); Richard A. Cogdill, $312
     (1998), $260 (1997), $260 (1996); and  Lindy M. Pilgrim, $252 (1998), $792
     (1997), $5,028 (1996);

  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,
     $11,379 (1998), $11,071 (1997), $10,711 (1996); Clifford E. Butler, $2,901
     (1998), $1,804 (1997), $1,171  (1996);  David  Van  Hoose,  $6,392 (1998),
     $6,335  (1997),  $2,721  (1996); Robert L. Hendrix, $4,482 (1998),  $6,484
     (1997), $2,749 (1996); Richard  A. Cogdill, $464 (1998), $198 (1997), $198
     (1996); and Lindy M. Pilgrim $1,983 (1998), $1,936 (1997), $1,843 (1996).
     .
(4)  No longer employed by the Company.

(3)  Termination includes settlement to  Lindy  M.  Pilgrim  in  the  amount of
$230,000.

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 1998.

PERFORMANCE MEASURES

       The  Compensation  Committee's   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 1998 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 331/3 percent of the
officers' payroll  deduction  for purchases of the Company's common stock under
the plan, which deductions are  limited  to  71/2 percent of the officer's base
pay.

     In establishing the fiscal 1998 compensation  for Lonnie "Bo" Pilgrim, the
Company's  Chairman  of  the  Board,  the Compensation Committee  adjusted  Mr.
Pilgrim's base salary by 2.8% 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 1998.

      In  connection  with  the appointment of David Van Hoose as the Company's
Chief Executive Officer, President  and  Chief  Operating Officer, in July 1998
the Compensation Committee established a base salary  of  $400,000  for Mr. Van
Hoose using the Performance Measures mentioned above.  In addition to his bonus
determined  pursuant  to  the  bonus  plan  discussed below, Mr. Van Hoose  was
awarded a discretionary bonus of $80,767 for fiscal 1998.

     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 eligible 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   16
participants  in  the  plan,  including  the  Chairman  of  the Board, the Vice
Chairman  of  the  Board,  the  Chief  Executive Officer, President  and  Chief
Operating Officer, the four Executive Vice  Presidents,  the  six  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, a New Peer Group and
an Old Peer Group 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>

                            10/2/93  10/1/94  9/30/95  9/28/96  9/27/97 9/26/98

<S>                           <C>     <C>     <C>      <C>      <C>     <C>
PILGRIM'S PRIDE CORPORATION   100.00  119.61   98.56   108.84   195.14  244.45

NEW PEER GROUP                100.00  116.32  120.92   111.19   157.02  154.91

OLD PEER GROUP                100.00  129.19  119.33   125.11   184.70  196.46

RUSSELL 2000                  100.00  102.56  126.66   143.20   190.84  157.54

</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 1993.

     The above  graph  compares the performance of the Company with that of the
Russell 2000 composite index and a new and old group of peer companies with the
investment weighted on market  capitalization.  Companies in the old peer group
were as follows: Golden Poultry Company, Hudson Foods,  Inc.,  Sanderson Farms,
Inc.,  Cagles,  Inc.  and  the  Company.  Companies  in the new peer group  are
Sanderson  Farms,  Inc., WLR Foods, Cagles, Seaboard 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 old peer group  included  Golden  Poultry  Company  and  Hudson
Foods, Inc. Golden Poultry Company was acquired by Gold Kist on 9/5/97, a  non-
publicly  traded  company. Hudson Foods, Inc. was acquired by Tyson Foods, Inc.
on 1/9/98.  Accordingly, Golden Poultry and Hudson's returns on investment only
include stock price data through their last day of active trading.

                      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  1998
were  as  follows:  Clifford  E.  Butler--$194,612, O.B. Goolsby--$155,454, and
James J. Miner--$181,523.  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  December  10,  1998, certain
information with respect to the beneficial ownership of the Company's  Class  B
common  stock  (no Class A common stock had been issued as of such date) by (i)
each stockholder  beneficially  owning at least 5% of the Company's outstanding
Class B common stock; (ii) each director of the Company who is a stockholder of
the Company; (iii) each of the currently  employed 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>

<S>                                             <C>      <C>        <C>    <C>
 
                                                   Amount and
                                                     Nature of         Percent
NAME OF BENEFICIAL OWNERS                           Beneficial            of
                                                     OWNERSHIP           CLASS
Lonnie "Bo" Pilgrim (a)(b)                          16,773,492           60.8%
  110 South Texas Street
  Pittsburg, Texas 75686
Lonnie Ken Pilgrim(a)(b)(c)                            529,355            1.9
Clifford E. Butler(b)                                   32,704            (c)
Richard A. Cogdill(b)                                    7,984            (c)
Robert L. Hendrix(b)                                    25,276            (c)
David Van Hoose(b)                                       6,144            (c)
James G. Vetter, Jr.                                     1,550            (c)
Donald L. Wass                                             300            (c)
All executive officers and directors as a group
     (17) persons                                   17,416,466           62.7%
</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.  Lonnie "Bo" Pilgrim disclaims any beneficial  interest  in the
      shares held by his children.

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

(f)  Less than 1%.

(d)  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.



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act  requires  the  Company's  officers  and
directors,  and  persons who own more than ten percent of the Company's Class B
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 LLP as
the  Company's  independent auditors for the 1999 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 LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 1999.

FINANCIAL STATEMENTS AVAILABLE

     FINANCIAL STATEMENTS FOR THE COMPANY ARE INCLUDED  IN THE ANNUAL REPORT TO
STOCKHOLDERS FOR THE YEAR 1998. 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
December 28, 1998



<PAGE>


                      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 Class  B Common Stock of Pilgrim's
Pride Corporation held of record by the undersigned on December 23, 1998 at the
Annual  Meeting  of  Stockholders  to  be  held  on February  3,  1999  or  any
adjournment thereof.

                 EXECUTE THIS PROXY AND RETURN PROMPTLY IN THE
                      Enclosed Self-Addressed Stamped Envelope

                           (CONTINUED ON OTHER SIDE)

                          PILGRIMS PRIDE CORPORATION
     PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

                          ---------------------------------
                        CLASS B COMMON STOCK

1.  ELECTION OF DIRECTORS:

<TABLE>
<CAPTION>

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


<S>                             <C>                             <C>

Lonnie "Bo" Pilgrim        Lonnie Ken Pilgrim              Vance C. Miller, Sr.
Clifford E. Butler         James G. Vetter, Jr.            Donald L. Wass
David Van Hoose            Charles L. Black
Richard A. Cogdill         Robert E. Hilgenfeld
</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 ended
  October 2, 1999.

                        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>