SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549





                    FORM 8-K

                        CURRENT REPORT


                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934


     Date of Report (Date of earliest event reported): June 30, 1998



                  PILGRIM'S PRIDE CORPORATION
         (Exact name of registrant as specified in its charter)



                 DELAWARE           1-9273              75-1285071
      (State or other jurisdiction (Commission        (IRS Employer
        of incorporation)       File Number)        Identification No.)


                              110 SOUTH TEXAS STREET
                              PITTSBURG, TEXAS 75686-0093
           (Address of principal executive offices) (ZIP Code)


      Registrant's telephone number, including area code: (903) 855-1000




                             ITEM 5.  OTHER EVENTS

    On June 30, 1998, (i) the stockholders of Pilgrim's Pride Corporation (the
"Company") approved an amendment (the "Amendment") to the Company's Certificate
 of Incorporation which would reclassify the Company's common stock, par value
$.01 per share, outstanding immediately prior to the filing of the Certificate
of Amendment to its Certificate of Incorporation with the Secretary of State of
Delaware effecting the Amendment (the "Former Common Stock") as Class B Common
 Stock, par value $.01 per share (the "Class B Common Stock"), authorize a new
Class A Common Stock, par value $.01 per share (the "Class A Common Stock" and,
   together with the Class B Common Stock, the "Common Stock"), increase the
 number of shares of the Company's authorized capital stock and establish the
  rights, powers and limitations of the Class A Common Stock and the Class B
  Common Stock, and (ii) the Company filed a Certificate of Amendment to its
Certificate of Incorporation with the Secretary of State of Delaware effecting
    the Amendment.  The Company's authorized capital stock now consists of
 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
 Stock"), 100,000,000 shares of Class A Common Stock and 60,000,000 shares of
                             Class B Common Stock.

    Under the Amendment, each outstanding share of the Company's Former Common
  Stock was reclassified into one share of Class B Common Stock.  The Class B
 Common Stock has substantially the same rights, powers and limitations of the
 Former Common Stock, except that each share of Class B Common Stock entitles
 the holder thereof to 20 votes except as otherwise provided by law.  As more
 fully described below and in the Certificate of Amendment attached hereto as
 Exhibit 4 and incorporated herein by reference, each share of the new Class A
 Common Stock will be substantially identical to the shares of Class B Common
 Stock, except that each share of Class A Common Stock will entitle the holder
      thereof to one vote on any matter submitted for a stockholder vote.

     The following summary of the Common Stock should be read in conjunction
  with, and is qualified in its entirety by reference to, the Certificate of
                                  Amendment.

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

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

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

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

    VOTING RIGHTS.  The holders of shares of the Class A Common Stock and the
Class B Common Stock will vote as a single class on all matters submitted to a
vote of the stockholders, with each share of Class A Common Stock entitled to 1
  vote and each share of Class B Common Stock entitled to 20 votes, except as
                          otherwise provided by law.
   CONSIDERATION ON MERGER, CONSOLIDATION, BUSINESS COMBINATION. In any merger,
  consolidation or business combination, the consideration to be received per
 share by the holders of Class A Common Stock and Class B Common Stock will be
identical for each class of stock, except that in any such transaction in which
  shares of common stock are to be distributed, such shares may differ as to
voting rights to the extent that voting rights differ among the Class A Common
                      Stock and the Class B Common Stock.

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

                  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

                                (c)  EXHIBITS.

                                     EXHIBIT
                        NUMBER                DESCRIPTION

        4 --  Certificate of Amendment of Certificate of Incorporation of the
                                               Company.

             20 --   Press Release of the Company, dated June 30, 1998.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
                by the undersigned, thereunto duly authorized.

                                            PILGRIM'S PRIDE CORPORATION



        Date:   June 30, 1998               By:  /S/ RICHARD A. COGDILL
                                                  Richard A. Cogdill
          Executive Vice President, Chief Financial Officer, Secretary and
                                                          Treasurer


                                 EXHIBIT INDEX

                                       EXHIBIT
                         NUMBER                  DESCRIPTION

          4  --    Certificate of Amendment of Certificate of Incorporation of
                                            the Company.

             20  --    Press Release of the Company, dated June 30, 1998.



                                   EXHIBIT 4

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

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

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

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

            "FOURTH:

          AUTHORIZED SHARES

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

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

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

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

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

          DESIGNATIONS, PREFERENCES, ETC. OF THE CAPITAL STOCK

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

      COMMON STOCK

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

            (2)   DIVIDENDS ON THE COMMON STOCK.

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

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

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

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

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

            (5)   VOTING RIGHTS OF THE COMMON STOCK.

                  (a)   The holders of the Class A Common  Stock and the Class
                B  Common Stock shall vote as a single class  on  all  matters
                submitted  to  a  vote of the stockholders, with each share of
                Class A Common Stock  being  entitled to one (1) vote and each
                share of Class B Common Stock  being  entitled to twenty  (20)
                votes, except as otherwise provided by law.

                  (b)   No  holder  of  Common  Stock  shall  be  entitled  to
                preemptive or subscription rights.

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

          PREFERRED STOCK

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

      IN  WITNESS  WHEREOF,  Pilgrim's  Pride  Corporation   has   caused  this
Certificate  to  be  executed by Lonnie A. Pilgrim, its authorized officer,  on
this 30th day of June, 1998.

                                    PILGRIM'S PRIDE CORPORATION



                                    / S / LONNIE A. PILGRIM
                                                                        Lonnie
                                         A. Pilgrim, Chairman of the Board of
                                         Directors and Chief Executive Officer

                                                      EXHIBIT 20







                    PILGRIM'S PRIDE CORPORATION CREATES
                          NEW CLASS OF COMMON STOCK

     On   June  30,  1998,  Pilgrim's  Pride  Corporation  (NYSE:  CHX)  as
authorized in a special shareholders meeting held today, filed an amendment
to its certificate  of incorporation that reclassified the Company's Common
Stock as Class B Common  Stock  and  created  a  new  class of common stock
designated  as  Class  A  Common  Stock.  Under the reclassification,  each
outstanding share of the Company's  Common  Stock was reclassified into one
share of Class B Common Stock.  Each share of  Class  B  Common  Stock  has
substantially  the  same  rights,  powers  and limitations as the Company's
Common Stock outstanding immediately prior to  such  amendment, except that
each share of Class B Common Stock entitles the holder  thereof to 20 votes
except as otherwise provided by law.  Each share of the new  Class A Common
Stock  is  substantially  identical to the shares of Class B Common  Stock,
except that each share of Class  A Common Stock entitles the holder thereof
to one vote per share on any matter submitted for a stockholder vote.

     "We believe that the long-term  success  and  growth  of  the  Company
requires  the  flexibility  to  issue stock to raise capital and/or acquire
other  companies.   We  believe  that   the   amendment  to  the  Company's
certificate of incorporation will promote these  objectives  to the benefit
of our existing stockholders while maintaining our existing tax structure,"
stated  Clifford  E.  Butler,  Vice  Chairman  of  the  Board and Executive
President of the Company.

     The Company is the fourth largest out of forty-five  chicken companies
in  the  United  States  and the second largest out of eight  major chicken
producers in Mexico.  The  Company employs more than 12,700 persons and
operates processing plants, distribution  centers,  hatcheries and feed
mills in Texas, Arkansas, Arizona, Oklahoma and Mexico.

     Products are sold under the "Pilgrim's Pride" label  to  food service,
retail   and   industrial   customers.    The  Company's  primary  domestic
distribution  is  through  retailers  and  restaurants   in   the  Central,
Southwestern United States and to the food service industry nationally.
                                    ###

For further information:
Clifford E. Butler
Executive President
903/855-4242
For financial information:
Richard A. Cogdill
Chief Financial Officer
903/855-4205