SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TYSON JOHN H

(Last)

(First)

(Middle)

2210 W. OAKLAWN

(Street)

SPRINGDALE

72762

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ TSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/01/2003		J⁽¹⁾		9,589	A	$0	2,359,265	D
Class A Common Stock	12/01/2003		F		3,764	D	$0	2,355,501	D
Class A Common Stock	12/01/2003		J		1,858	A	$0	73,905⁽²⁾	I	By ESPP
Class A Common Stock								1,000	I	By Daughter
Class A Common Stock								1,000	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$14.5							06/01/1998⁽³⁾	04/26/2005	Class A Common Stock	3,750		3,750	D
Non-Qualified Stock Option (right to buy)	$9.32							10/15/2003⁽⁷⁾	10/15/2011	Class A Common Stock	200,000		200,000	D
Non-Qualified Stock Option (right to buy)	$14.58							⁽⁵⁾	03/10/2006	Class A Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy)	$15.17							⁽⁴⁾	11/19/2005	Class A Common Stock	11,250		11,250	D
Non-Qualified Stock Option (right to buy)	$17.92							⁽⁶⁾	10/03/2006	Class A Common Stock	37,500		37,500	D
Non-Qualifited Stock Option (right to buy)	$11.5							03/29/2003⁽¹¹⁾	03/29/2011	Class A Common Stock	200,000		200,000	D
Non-Qualified Stock Option (right to buy)	$9.64							10/10/2004⁽⁸⁾	10/10/2012	Class A Common Stock	200,000		200,000	D
Non-Qualified Stock Option (right to buy)	$11.23							07/29/2005⁽⁹⁾	07/29/2013	Class A Common Stock	500,000		500,000	D
Non-Qualified Stock Option (right to buy)	$13.33							09/19/2003⁽¹⁰⁾	09/19/2013	Class A Common Stock	500,000		500,000	D
Performance Shares	$0.00⁽¹²⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	176,250		176,250	D

Explanation of Responses:

1. The number of restricted shares has increased by 940. shares since the last filed Form 4 due to the reinvestment of dividends on the restricted shares, which dividend reinvestment is a non-reportable event???

2. Includes 1,858 Shares purchased from 9-01-03 thru 10-31-03, for the reporting person's account under the Tyson Foods, Inc. Employee Stock Purchase Plan which transactions are exempt under Section 16(b)(3).

3. The Stock Options become exercisable in five equal annual installments, commencing three years after date of grant 6/1/95.

4. The stock options become exercisable in five equal annual installments, commencing three years after date of grant 11/20/95.

5. The stock options become exercisable in five equal annual installments, commencing three years after date of grant 3/12/96.

6. The Stock Options become exercisable in five equal annual installments commencing three years after the date of grant 10/3/96.

7. The stock option vests at 40% on 10-15-03 and 20% each year thereafter.

8. The Stock Option vests at 40% on 10-10-04 and 20% each year thereafter for 3 years.

9. The Stock Option vests at 40% on 7-29-05 and 20% each year thereafter for 3 years.

10. This Stock Option vests at 40% on 9-19-05 and 20% each year thereafter for three (3) years.

11. The Stock Options become exercisable in four equal annual installments, commencing two years after the date of grant, 03-29-01.

12. Each Performance Share that vests entitles holder to 1 share of Class A Common Stock.

13. The award vests two business days following the Company's public announcement of its earnings for the 2006 fiscal year based upon a comparison of the market price of Tyson's Class A Common Stock to a peer group of publicly traded companies and the achievement by the Company of certain cash flow measures.

Remarks:

	/s/ Tyson, John H.	12/08/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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