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,
December 28, 1998                 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 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.


                         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
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
_____________________ (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 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 - -------------------------------------------------------------------------------
10/2/93 10/1/94 9/30/95 9/28/96 9/27/97 9/26/98 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
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.
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%
___________________ (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 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:
FOR all nominees TO WITHHOLD AUTHORITY listed to vote for all (except as marked nominees listed to the contrary) 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
(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.