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


               NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                TO BE HELD WEDNESDAY, JANUARY 31, 2001

      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, on  Wednesday, January 31, 2001, at 11:00 a.m., local
time, to consider the following matters:

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

b. The appointment of Ernst & Young LLP as the Company's independent auditors
   for the
           fiscal year ending September 29, 2001; and

c. 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 4,
2000,  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 13, 2000                      SECRETARY AND TREASURER


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





                         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  Wednesday,  January  31, 2001, 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 2000 Annual Report to
Stockholders are being mailed, beginning on or about  December 13, 2000, 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 4, 2000
(the "Record Date"), will  be  entitled  to  one  vote  for  each  share of the
Company's Class A common stock, $.01 par value per share, and twenty  votes for
each  share  of  the  Company's Class B common stock, $.01 par value per share,
held on the Record Date.   The  accompanying proxy card indicates the number of
shares to be voted.  On December  4,  2000, there were 13,523,429 shares of the
Company's Class A common stock issued and outstanding and there were 27,589,250
shares of the Company's Class B common  stock  issued  and outstanding. For all
proposals  at the Meeting, the votes of holders of Class  A  common  stock  and
Class B common stock will be counted together as a single class.

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 proxy 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 proxy card as proxies  of
the stockholder.   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 combined voting power of the
Company's  Class A common stock and 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 voting power of the  Company's
Class A common stock and  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 voting power of the Company's Class A
common stock and 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 from voting on  any  matter  will  be included in the voting tally.
Abstentions will have no effect on the election of Directors.  Abstentions will
have the same effect as votes against the proposal  to  appoint  the  Company's
independent  auditors.  Broker non-votes are shares held by a broker or nominee
which are represented at  the Meeting, but with respect to which such broker or
nominee is not empowered to  vote  on  a particular proposal.  Broker non-votes
will have no effect on the election of Directors or the proposal to appoint the
Company's  independent  auditors.  Lonnie  "Bo"  Pilgrim  owned  or  controlled
8,350,313 shares (60.5%)  of  the Company's Class A common stock and 16,774,320
shares (60.8%) of the Company's  Class  B  common  stock on the Record Date, or
60.8% of the combined voting power of both classes of  stock,  and thus will be
able to elect all of the nominees for Director and approve Ernst & Young LLP as
independent auditors for the Company.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

      The  Company's  Amended  and  Restated  Corporate  Bylaws  state  that  a
stockholder  must  give  the  Secretary  of  the Company written notice, at the
Company's principal executive offices, of its  intent  to present a proposal at
the Company's 2002 Annual Meeting of Stockholders by October  5,  2001, but not
before May 6, 2001.  Additionally, in order for stockholder proposals which are
submitted  pursuant  to Rule 14a-8 of the Securities Exchange Act of  1934,  as
amended (the "Exchange  Act"), to be considered by the Company for inclusion in
the Company's proxy materials for the 2002 Annual Meeting of Stockholders, they
must be received by the Secretary  of  the  Company  no later than the close of
business on August 15, 2001.

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  A  common  stock  and  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 Charles L. Black, S. Key Coker, who replaced Robert E. Hilgenfeld
(who retired from the Board on August 2, 2000 (retired)), Vance C. Miller, Sr.,
James G. Vetter, Jr., and Donald  L.  Wass.  The  members  of  the Compensation
Committee  are Lonnie "Bo" Pilgrim, Vance C. Miller, Sr., Lonnie  Ken  Pilgrim,
James G. Vetter,  Jr.,  and  Charles L. Black.  The Compensation Committee also
has a subcommittee made up of  Charles  L.  Black and Vance C. Miller, Sr. 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.  The Compensation Committees' subcommittee
is  responsible  for administering certain  aspects  of  the  Senior  Executive
Performance Bonus Plan dealing with  compensation for designated Section 162(m)
participants, currently Mr. Lonnie "Bo" Pilgrim and Mr. David Van Hoose.

MEETINGS

     During the Company's  fiscal  year  ending  September 30, 2000, there were
eight meetings of the Board of Directors, two meetings  of  the Audit Committee
and one meeting of the Compensation Committee and subcommittee.  During  fiscal
2000,  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. Unless otherwise
specified  on the proxy card, 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.

                         NOMINEES FOR DIRECTOR

   LONNIE "BO" PILGRIM, 72, 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, 58, 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.

   DAVID VAN HOOSE, 59, serves as Chief Executive Officer, President  and Chief
Operating  Officer  (the Company's Principal Executive Officer) of the Company.
He became a Director  in  July  1998.  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,  40,  has served as Executive  Vice  President,  Chief
Financial Officer, Secretary and  Treasurer  (the Company's Principal Financial
and Accounting Officer) 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, 42, 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,  71, 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.

   S.  KEY  COKER,  43, has served as Executive Vice President of Compass  Bank
since October 2000, a  $20  billion  dollar  bank  with  offices throughout the
southern  United  States. Previously, he served as Senior Vice  President  from
June 1995 through September  2000  and  had been employed by Compass Bank since
1992. He is a career banker with 21 years  of  experience  in  banking.  He was
appointed  a  Director  in  September 2000, following the resignation of Robert
Hilgenfeld on August 2, 2000.

   VANCE C. MILLER, SR., 66,  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., 66, has practiced law in Dallas, Texas, since 1966. He
is  a  shareholder  of  the  Dallas  law  firm of Godwin, White & Gruber,  P.C.
(formerly 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., 68,  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.

                       REPORT OF THE AUDIT COMMITTEE

Pursuant to  the  Audit  Charter  attached  as  Exhibit  A, the Audit Committee
oversees the Company's financial reporting process on behalf  of  the  Board of
Directors.   Management  has  the  primary  responsibility  for  the  financial
statements and  the  reporting  process,  including  the  systems  of  internal
controls.  In fulfilling its oversight responsibilities, the committee reviewed
and discussed  the  audited  financial  statements  in  the  Annual Report with
management, including a discussion of the quality, not just the  acceptability,
of  the accounting principles, the reasonableness of significant judgments  and
the clarity of disclosures in the financial statements.

The committee  reviewed  with the independent auditors, who are responsible for
expressing an opinion on the  conformity  of those audited financial statements
with  generally  accepted accounting principles,  their  judgments  as  to  the
quality, not just the acceptability, of the Company's accounting principles and
such other matters  as  are  required  to be discussed with the committee under
generally accepted auditing standards. In addition, the committee has discussed
with independent auditors the auditor's  independence  from  management and the
Company,  including  the  matters  in the written disclosures required  by  the
Independence Standards Board.

The committee discussed with the Company's  internal  and  independent auditors
the  overall scope and plans for their respective audits. The  committee  meets
with the  internal  and  independent  auditors,  with  and  without  management
present, to discuss the results of their examinations, their evaluations of the
Company's  internal controls and the overall quality of the Company's financial
reporting. In  reliance  on  the reviews and discussions referred to above, the
committee recommended to the Board  of  Directors  (and the Board has approved)
that the audited financial statements be included in  the Annual Report on Form
10-K for the year ended September 30, 2000 for filing with  the  Securities and
Exchange Commission. The committee and the Board have also recommended, subject
to stockholder approval, the selection of the Company's independent auditors.

The  members  of  the  Audit  Committee  are independent as defined in Sections
303.01(B)(2)(a) and (3) of the New York Stock Exchange's listing standards.

                                           AUDIT COMMITTEE
                                           James G. Vetter, Jr.
                                           Charles L. Black
                                           Vance C. Miller, Sr.
                                           Donald L. Wass, Ph.D.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 2000, the members of the  Company's  Compensation  Committee
were  Lonnie "Bo" Pilgrim, Chairman of the Board of the Company, S. Key  Coker,
Robert  E.  Hilgenfeld  (retired),  Vance  C.  Miller, Sr., Lonnie Ken Pilgrim,
Senior Vice President, Transportation of the Company, James G. Vetter, Jr., 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  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  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  to  the  Company  than  those  which could be arranged with
unaffiliated persons. During fiscal year 2000, the Company  paid  Mr.  Pilgrim,
doing  business  as  Pilgrim  Poultry  G.P.  ("PPGP"), $31,879,000 for chickens
produced in his grow-out operations, and PPGP  paid the Company $31,979,000 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 2000, the
Company paid contract egg grower's fees to PPGP of $5,100,000.

     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 2000, the Company had  lease expenses of $396,000 and operating expenses
of $128,000 associated with the use of this airplane.

     Historically, much of the  Company's debt has been guaranteed by the major
stockholders of the Company. In consideration  of  such guarantees, the Company
has  paid  such  stockholders  a quarterly fee equal to  .25%  of  the  average
aggregate outstanding balance of such guaranteed debt.  During fiscal 2000, the
Company incurred $795,000 for such  guarantees  and  paid  $845,000  to Pilgrim
Interests, Ltd.

     Godwin, White & Gruber, P.C., represents the Company in connection  with a
variety  of  legal matters.  James G. Vetter, Jr., is a Director of the Company
and is a shareholder  of Godwin, White & Gruber, P.C.  During fiscal year 2000,
the Company paid Godwin,  White  &  Gruber,  P.C.,  legal  fees  of $116,872 in
connection with such matters.

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


                                 COMPENSATION
EXECUTIVE COMPENSATION

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

                      SUMMARY COMPENSATION TABLE

                                          Annual Compensation

<TABLE>
<CAPTION>
                                                      Other          All
                        Fiscal                        Annual        Other
NAME AND PRINCIPAL       Year   SALARY     BONUS   COMPENSATION COMPENSATION(1)
   POSITION                               
<S>                      <C>  <C>         <C>           <C>          <C>
Lonnie "Bo" Pilgrim....  2000 $1,070,600  $532,921      $30,057      $10,096
 Chairman of the Board   1999    717,191   748,417       22,594        8,349
                         1998    501,314   210,975       36,558       11,430

David Van Hoose.......   2000    517,923   404,231       12,947        7,659
 Chief Executive Officer,1999    419,468   503,921       10,486        9,689
 President and Chief     1998    283,395   200,000        6,579        6,704
    Operating Officer

Clifford E. Butler....   2000    388,870   120,492       10,015        2,053
 Vice Chairman of        1999    395,819   386,722        9,868        3,032
    of the Board         1998    372,267   156,666        9,304        3,213

Richard A. Cogdill....   2000    285,441   248,673        7,496        1,262
 Executive               1999    220,328   310,000        5,489        1,075
    Vice President       1998    204,905   100,000        5,115          776
 Chief Financial Officer, 
 Secretary and Treasurer
 Secretary and Treasurer 

Robert L. Hendrix.....   2000    283,576   120,492        7,089        4,364
 Executive               1999    280,364   336,813        6,987        6,570
 Growout and Processing  1998    262,119   110,356        6,523        4,801
</TABLE>

_____________________


(1) Includes the following items of compensation:
  a. Company's contributions to the named individual  under  its  401(k) Salary
     Deferral  Plan  in the following amounts: Lonnie "Bo" Pilgrim, $52  (2000,
     1999 & 1998); David  Van  Hoose,  $312  (2000),  $318 (1999), $312 (1998);
     Clifford  E.  Butler, $312 (2000), $318 (1999), $312  (1998);  Richard  A.
     Cogdill, $312 (2000),  $318  (1999),  $312  (1998); and Robert L. Hendrix,
     $312 (2000), $318 (1999), $318 (1998).

  b. Section 79 income to the named individual due to group term life insurance
     in  excess  of  $50,000  in the following amounts:  Lonnie  "Bo"  Pilgrim,
     $10,044 (2000), $8,296 (1999),  $11,379  (1998);  David  Van Hoose, $7,347
     (2000), $9,371 (1999), $6,392 (1998); Clifford E. Butler,  $1,741  (2000),
     $2,714  (1999),  $2,901  (1998);  Richard  A.  Cogdill,  $950 (2000), $757
     (1999), $464 (1998); and Robert L. Hendrix, $4,052 (2000),  $6,252 (1999),
     $4,482 (1998).

DIRECTORS' FEES

    The Company pays its Directors who are not employees of the Company  $5,000
per  meeting  attended  in  person,  plus  expenses,  and Directors who are not
employees of the Company also receive $2,500 and $1,250  per telephonic meeting
that  they  participate  in  that  lasts at least 45 minutes or  less  than  45
minutes, respectively.

 
                      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 2000.
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 2000, the Company's executive compensation program consisted of
(a) base salary, (b) a discretionary bonus based  upon  the  factors  described
above,  (c)  the  bonus plan described below, (d) Company contributions to  the
Company's  401(k)  salary   deferral  plan  which  are  made  up  of  mandatory
contributions of one dollar per  week  and matching contributions of up to five
dollars per week and additional matching contributions of up to four percent of
an executive's compensation subject to an overall Company contribution limit of
five percent of domestic income before taxes  and  (e) Company contributions to
the  Employee  Stock  Investment Plan in an amount equal  to  33  1/3%  of  the
officers' payroll deduction  for  purchases of the Company's common stock under
the plan, which deductions are limited to 7 1/2%of the officer's base pay.

   In establishing the fiscal 2000  compensation  for  Lonnie "Bo" Pilgrim, the
Company's  Chairman  of  the  Board,  the Compensation Committee  adjusted  Mr.
Pilgrim's annual base salary from $1,040,000  to  $1,071,200 to reflect changes
in  the  cost of living. He also received a bonus determined  pursuant  to  the
bonus plan  discussed  below,  plus  a  discretionary  bonus  of $100,384. This
discretionary  bonus  was  made  in response to the Compensation Subcommittee's
subjective  assessment  of  Mr.  Pilgrim's   contribution   to   the  Company's
performance in fiscal 2000.

      In establishing the fiscal 2000 compensation for David Van Hoose  as  the
Company's  Chief  Executive Officer, President and Chief Operating Officer, the
Compensation Committee  adjusted  Mr.  Van  Hoose's  annual  base  salary  from
$412,000  to  $520,000  to  reflect his contribution to the Company's excellent
performance in fiscal 1999.  Mr. Van Hoose's bonus for fiscal 2000 consisted of
a  bonus  awarded  pursuant  to  the   bonus   plan  discussed  below,  plus  a
discretionary bonus of $194,983.  This discretionary bonus was made in response
to the Compensation Subcommittee's subjective assessment  of  Mr.  Van  Hoose's
contribution to the Company's performance in fiscal 2000.

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

     The Company maintains a bonus plan for certain key members  of management.
The description below outlines the plan:

The Company's Senior Executive Performance Bonus Plan (the "Plan"),  which  was
approved  by  stockholders at the February 2, 2000 Annual Stockholders Meeting,
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.  The Plan
also provides for a Subcommittee to administer the plan provisions dealing with
certain  designated  Section  162(m)  participants,  currently  Mr. Lonnie "Bo"
Pilgrim and Mr. David Van Hoose. The Compensation Committee retains  the right,
in  its  sole  discretion,  to  reduce, increase or eliminate, prior to payment
thereof, the amount of any bonus  that would otherwise be due under the Plan to
non-Section  162(m) participants, and  the  Compensation  Subcommittee  retains
these  same rights,  except  for  the  right  to  increase  bonus  amounts  for
designated  Section 162(m) participants. Participants may generally 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.



                                            COMPENSATION COMMITTEE
                                            Lonnie "Bo" Pilgrim
                                            Charles L. Black
                                            Vance C. Miller, Sr.
                                            Lonnie Ken Pilgrim
                                            James G. Vetter, Jr.


                                            COMPENSATION SUBCOMMITTEE
                                            Charles L. Black
                                            Vance C. Miller, Sr.

                             COMPANY PERFORMANCE

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


              COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
          AMONG THE COMPANY, THE RUSSELL 2000 INDEX AND A PEER GROUP


<TABLE>
<CAPTION>
                                             Cumulative Total Return
  
                             --------------------------------------------------
<S>                       <C>      <C>      <C>      <C>      <C>       <C>
                          9/30/95  9/28/96  9/27/97  9/26/98  10/02/99  9/30/00

PILGRIM'S PRIDE CORPORATION-
  CLASS A{(1)                   -        -        -      100        38       36

PILGRIM'S PRIDE CORPORATION-
  CLASS B(1)                  100      110      198      248       111       90

PEER GROUP                    100       92      130      128        85       78

RUSSELL 2000                  100      113      135      124       144      179
----------------------------------

</TABLE>

     (1) On July  30, 1999, the Company issued a stock dividend of one share of
Class A common stock  for  every  two  shares  of  Class B common stock held to
stockholders of record on June 30, 1999. This was the  first  issuance  of  the
Company's  Class  A  common  stock. The above results for the Company's Class B
common stock were adjusted for the Class A common stock dividend. The Company's
Class A common stock was not outstanding at the beginning of fiscal 1999 and is
presented on a separate line of the graph.

     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 1995.

     The above graph compares the performance of the Company with  that  of the
Russell  2000 composite index and a group of peer companies with the investment
weighted on  market  capitalization.  Companies in the peer group are Sanderson
Farms, Inc., WLR Foods, Inc., Cagles, Inc,  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.

                      CERTAIN OTHER TRANSACTIONS

     The Company has entered  into  chicken  grower  contracts  involving farms
owned  by  certain  of  its officers and Directors, 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 2000 were as follows: Clifford E. Butler--$203,930,  O.B. Goolsby--
$155,501, and James J. Miner--$219,799.  See "Compensation Committee Interlocks
and Insider Participation" for a discussion of the Company's transactions  with
Lonnie "Bo" Pilgrim and James G. Vetter, Jr.


                              SECURITY OWNERSHIP

      The  following  table  sets  forth,  as  of  December  1,  2000,  certain
information  with respect to the beneficial ownership of the Company's Class  A
common stock and  Class  B  common  stock  by (a) each stockholder beneficially
owning at least 5% of the Company's outstanding  Class A common stock and Class
B common stock; (b) each Director of the Company who  is  a  stockholder of the
Company;   (c)   each  of  the  executive  officers  listed  in  the  executive
compensation table  who  is a stockholder of the Company; and (d) all executive
officers and Directors of the Company as a group.


<TABLE>
<CAPTION>
 
                       Amount and                   Amount and
                        Nature of       Percent       Nature of    Percent
                        Beneficial         of        Beneficial      of
                       Ownership of     Class A     Ownership of   Class B
NAME OF                  Class A                      Class B
  BENEFICIAL OWNER     COMMON STOCK   COMMON STOCK  COMMON STOCK  COMMON STOCK

<S>                       <C>             <C>          <C>             <C>
Pilgrim Interests, Ltd    7,200,474       52.2%        14,395,385      52.2%
  110 South Texas Street
  Pittsburg, Texas 75686
Lonnie "Bo" Pilgrim(a)(b) 8,350,313       60.8%        16,774,320      60.8%
  110 South Texas Street
  Pittsburg, Texas 75686
Lonnie Ken 
    Pilgrim(a)(b)(c)      7,503,359       54.3%        14,951,466      54.2%
  110 South Texas Street
  Pittsburg, Texas 75686
Clifford E. Butler(b)        57,634         (d)            36,080        (d)
Robert L. Hendridx(b)        13,677         (d)            31,068        (d)
Richard A. Cogdill(b)        13,007         (d)             8,954        (d)
David Van Hoose(b)           36,903         (d)            13,762        (d)
James G. Vetter, Jr.            975         (d)             1,550        (d)
Donald L. Wass                  150         (d)               300        (d)
Robert Hilgenfeld(retired)    9,100         (d)                 -          -
All executive officer and
   Directors as a group
   (18 persons)           8,753,106       63.5%        17,361,530      62.9%

</TABLE>

___________________

(a)  Includes 7,200,474 shares of Class A common stock and 14,395,385 shares of
     Class  B common stock  held  of  record  by  Pilgrim  Interests,  Ltd.,  a
     partnership  formed by Mr. Pilgrim's family of which Lonnie A. Pilgrim and
     Lonnie Ken Pilgrim  are  managing partners. Also includes 30,193 shares of
     Class A common stock and 60,387  shares  of  Class  B common stock 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 30,193 shares of Class A common stock
     and 60,386 shares of Class B common stock 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.  Each of  Lonnie A. Pilgrim and Lonnie
     Ken Pilgrim disclaim beneficial ownership of the  Company's Class A common
     stock and Class B common stock held by Pilgrim Interests,  Ltd., except to
     the extent of their respective pecuniary interest therein.

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

     1. Includes 7,232 shares of Class A common stock and 6,465 shares of Class
       B common stock held by his wife.  Also includes 20,674 shares of Class A
       common stock and 25,350  shares  of  Class  B  common  stock 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.

     2. Less than 1%.


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 A
common stock and Class B common stock, to file reports of ownership and changes
in ownership with  the  Securities  and Exchange Commission ("SEC") and the New
York  Stock  Exchange.   Officers,  Directors   and  greater  than  ten-percent
stockholders are required by SEC regulations 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  stockholders  for fiscal 2000  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 2001 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 2001.

FINANCIAL STATEMENTS AVAILABLE

     FINANCIAL  STATEMENTS FOR THE COMPANY ARE INCLUDED IN THE ANNUAL REPORT TO
STOCKHOLDERS FOR  THE YEAR 2000. 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 UPON WRITTEN REQUEST
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 mailings.


                                     By order of the Board of Directors,


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


Pittsburg, Texas
December 13, 2000











<PAGE>
                                   EXHIBIT A

                          Pilgrim's Pride Corporation
                            Audit Committee Charter



     Organization
This charter governs  the operations of the Audit Committee (the"Committee") of
Pilgrim's Pride Corporation  (the  "Company").  The  Committee shall review and
reassess the charter at least annually and obtain the  approval of the Board of
Directors. The Committee shall be appointed by the Board of Directors and shall
comprise at least three Directors, each of whom are independent  of  management
and  the  Company. Members of the Committee shall be considered independent  if
they have no  relationship  that  may  interfere  with  the  exercise  of their
independence  from management and the Company. Independence standards shall  be
established by  the Board of Directors, and shall at a minimum include a review
of direct and indirect  business  relationships. All Committee members shall be
financially literate, and at least  one member shall have accounting or related
financial management expertise.

     STATEMENT OF POLICY
The Audit Committee shall provide assistance  to  the  Board  of  Directors  in
fulfilling  their  oversight  responsibility  to  the  stockholders,  potential
stockholders,  the  investment  community  and others relating to the Company's
financial  statements  and  the financial reporting  process,  the  systems  of
internal accounting and financial controls, the Internal Audit function and the
annual independent audit of the  Company's financial statements, as established
by management and the Board. In so  doing,  it  is  the  responsibility  of the
Committee  to  maintain  free  and  open  communication  between the Committee,
independent  auditors,  the  Internal  Audit  provider  and management  of  the
Company.  In  exercising  its  oversight role, the Committee  is  empowered  to
investigate any matter brought to  its attention with full access to all books,
records, facilities and personnel of  the  Company  and  the  power  to  retain
outside counsel, or other experts, for this purpose.

     RESPONSIBILITIES AND PROCESSES
The  primary  responsibility of the Audit Committee is to oversee the Company's
financial reporting  process  on  behalf of the Board and report the results of
their activities to the Board. Management  is  responsible  for  preparing  the
Company's  financial  statements,  and the independent auditors are responsible
for auditing those financial statements.  The  Committee  in  carrying  out its
responsibilities believes its policies and procedures should remain flexible in
order  to  best  react  to changing conditions and circumstances. The Committee
should take the appropriate  actions  to  set  the overall corporate "tone" for
quality  financial  reporting,  sound  business  risk   practices  and  ethical
behavior.


THE FOLLOWING SHALL BE THE PRINCIPAL RECURRING PROCESSES OF THE AUDIT COMMITTEE
IN CARRYING OUT ITS OVERSIGHT RESPONSIBILITIES. THE PROCESSES  ARE SET FORTH AS
A  GUIDE  WITH  THE  UNDERSTANDING  THAT THE COMMITTEE MAY SUPPLEMENT  THEM  AS
APPROPRIATE.

(a)  THE COMMITTEE SHALL HAVE A CLEAR  UNDERSTANDING  WITH  MANAGEMENT  AND THE
     INDEPENDENT   AUDITORS   THAT  THE  INDEPENDENT  AUDITORS  ARE  ULTIMATELY
     ACCOUNTABLE TO THE BOARD AND  THE  AUDIT  COMMITTEE, AS REPRESENTATIVES OF
     THE  COMPANY'S  STOCKHOLDERS.  THE  COMMITTEE  SHALL   HAVE  THE  ULTIMATE
     AUTHORITY  AND RESPONSIBILITY TO EVALUATE AND, WHERE APPROPRIATE,  REPLACE
     THE INDEPENDENT  AUDITORS.  THE  COMMITTEE SHALL DISCUSS WITH THE AUDITORS
     THEIR  INDEPENDENCE  FROM MANAGEMENT  AND  THE  COMPANY  AND  THE  MATTERS
     INCLUDED IN THE WRITTEN DISCLOSURES REQUIRED BY THE INDEPENDENCE STANDARDS
     BOARD. ANNUALLY, THE COMMITTEE SHALL REVIEW AND RECOMMEND TO THE BOARD THE
     SELECTION OF THE COMPANY'S  INDEPENDENT  AUDITORS, SUBJECT TO STOCKHOLDERS
     APPROVAL.

(b)  THE  COMMITTEE  SHALL DISCUSS WITH THE INDEPENDENT  AUDITORS  THE  OVERALL
     SCOPE AND PLANS FOR  THEIR  RESPECTIVE  AUDITS,  INCLUDING THE ADEQUACY OF
     STAFFING  AND  COMPENSATION.  ALSO,  THE  COMMITTEE  SHALL   DISCUSS  WITH
     MANAGEMENT,  AND  THE INDEPENDENT AUDITORS, THE ADEQUACY AND EFFECTIVENESS
     OF THE ACCOUNTING AND  FINANCIAL  CONTROLS, INCLUDING THE COMPANY'S SYSTEM
     TO MONITOR AND MANAGE RISK AND OTHER  COMPLIANCE  PROGRAMS.  FURTHER,  THE
     COMMITTEE  SHALL  MEET  SEPARATELY WITH THE INDEPENDENT AUDITORS, WITH AND
     WITHOUT MANAGEMENT PRESENT, TO DISCUSS THE RESULTS OF THEIR EXAMINATIONS.

(c)  THE COMMITTEE SHALL REVIEW,  DISCUSS  AND  APPROVE WITH THE INTERNAL AUDIT
     PROVIDER THE COMPREHENSIVE AUDIT PLAN, WITH  RESPECT  TO OVERALL SCOPE AND
     PLANS FOR THE AUDITS, INCLUDING THE ADEQUACY AND EFFECTIVENESS OF INTERNAL
     CONTROLS,  COMPLIANCE WITH CORPORATE POLICIES, COMPLIANCE  WITH  LAWS  AND
     REGULATIONS  AND  EXTERNAL FINANCIAL STATEMENTS. ALSO, THE COMMITTEE SHALL
     PROVIDE OVERSIGHT AND  DIRECTION  TO  MANAGEMENT  AND  THE  INTERNAL AUDIT
     PROVIDER  IN  EXECUTING  THE  COMPREHENSIVE  AUDIT  PLAN.   FURTHER,   THE
     COMMITTEE SHALL MEET SEPARATELY WITH THE INTERNAL AUDIT PROVIDER, WITH AND
     WITHOUT  MANAGEMENT  PRESENT,  TO  DISCUSS  AND  REVIEW AUDIT PROGRESS AND
     FINDINGS AND MANAGEMENT'S RESPONSES TO THOSE FINDINGS.

(d)  THE COMMITTEE SHALL DISCUSS ANY MATTERS REQUIRED TO BE COMMUNICATED TO THE
     COMMITTEE  BY THE INDEPENDENT AUDITORS UNDER GENERALLY  ACCEPTED  AUDITING
     STANDARDS PRIOR  TO  THE  FILING OF THE COMPANY'S QUARTERLY REPORT ON FORM
     10-Q. THE CHAIR OF THE COMMITTEE  MAY  REPRESENT  THE ENTIRE COMMITTEE FOR
     THE PURPOSES OF THIS REVIEW.

(e)  THE  COMMITTEE SHALL REVIEW WITH MANAGEMENT AND THE  INDEPENDENT  AUDITORS
     THE FINANCIAL  STATEMENTS TO BE INCLUDED IN THE COMPANY'S ANNUAL REPORT ON
     FORM 10-K (OR THE  ANNUAL  REPORT  TO STOCKHOLDERS IF DISTRIBUTED PRIOR TO
     THE FILING OF FORM 10-K), INCLUDING  THEIR JUDGMENT ABOUT THE QUALITY, NOT
     JUST  ACCEPTABILITY,  OF  ACCOUNTING  PRINCIPLES,  THE  REASONABLENESS  OF
     SIGNIFICANT JUDGMENTS AND THE CLARITY OF  THE DISCLOSURES IN THE FINANCIAL
     STATEMENTS. ALSO, THE COMMITTEE SHALL DISCUSS  THE  RESULTS  OF THE ANNUAL
     AUDIT  AND ANY OTHER MATTERS REQUIRED TO BE COMMUNICATED TO THE  COMMITTEE
     BY THE INDEPENDENT AUDITORS UNDER GENERALLY ACCEPTED AUDITING STANDARDS.





APPROVED ON JUNE 14, 2000.























                      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  A  common stock and Class B
common stock of Pilgrim's Pride Corporation held of record  by  the undersigned
on  December  4,  2000,  at  the Annual Meeting of Stockholders to be  held  on
Wednesday, January 31, 2001, or any adjournment thereof.

             PLEASE 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 A AND/OR CLASS B COMMON STOCK


<TABLE>
<CAPTION>
1.  ELECTION OF DIRECTORS:

       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,Ph.D.
David Van Hoose             Charles L. Black
Richard A. Cogdill            S. Key Coker
</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   LLP  as  independent  auditors  for  the
Company for the fiscal year ending
  September 29, 2001:

                        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 .  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.