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 DONALD J

(Last)

(First)

(Middle)

PO BOX 2020

2210 WEST OAKLAWN

(Street)

SPRINGDALE

72765

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004

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	11/19/2004		J⁽¹⁾	V	6,412	A	$0	81,193	I	ESPP

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)
Contract to Sell⁽²⁾	⁽³⁾	11/19/2004	11/19/2004	J			1	11/22/2004	11/22/2004	Class B Common Stock	1,000,000	$0	5⁽⁴⁾	I	By TLP Investment, L.P.
Contract to Sell⁽²⁾	⁽³⁾	11/19/2004	11/19/2004	J			1	11/22/2004	11/22/2004	Class B Common Stock	1,000,000	$0	5⁽⁴⁾	I	By TLP Investment, L.P.
Contract to Sell⁽²⁾	⁽³⁾	11/19/2004	11/19/2004	J			1	11/22/2004	11/22/2004	Class B Common Stock	1,000,000	$0	3⁽⁴⁾	I	By TLPCRT, L.P.
Contract to Sell⁽²⁾	⁽⁵⁾⁽⁶⁾	11/19/2004	11/19/2004	J		1		07/25/2006	07/25/2006	Class B Common Stock	1,000,000⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾	5⁽⁴⁾	I	By TLP Investment, L.P.
Contract to Sell⁽²⁾	⁽⁵⁾⁽⁶⁾	11/19/2004	11/19/2004	J		1		08/22/2006	08/22/2006	Class B Common Stock	1,000,000⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾	5⁽⁴⁾	I	By TLP Investment, L.P.
Contract to Sell⁽²⁾	⁽⁵⁾⁽⁶⁾	11/19/2004	11/19/2004	J		1		08/22/2006	08/22/2006	Class B Common Stock	1,000,000⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾	3⁽⁴⁾	I	By TLPCRT, L.P.

Explanation of Responses:

1. Includes 6,412 shares purchased from 2-01-04 through 10-31-04 for the reporting person's account in the Tyson Foods, Inc Employee Stock Purchase Plan which transactions are exempt under Section 16 (b)(3).

2. TLP Investment, L.P. ("TLP") and TLPCRT, L.P. ("TLPCRT") (TLP and TLPCRT collectively, the "Counterparties") (each Counterparty is a limited partnership for which the Tyson Limited Partnership (the "Partnership") directly or indirectly holds all of the outstanding beneficial interest) have amended three existing pre-paid variable equity forward contracts relating to an aggregate of 3,000,000 shares of Tyson Foods, Inc. Class B Common Stock (the "Class B Stock") extending their respective expiration dates to July 25, 2006 and August 22, 2006 modifying the exercise prices and other terms of each contract (the "Amended Contracts"). Each of these transactions was effective November 19, 2004. As a result of these transactions, the Counterparties received net proceeds of $1,179,000.

3. As a result of the transactions discussed in Footnote 2 hereof, the Counterparties received net proceeds of $1,179,000.

4. Amount represents total amount held by the Partnership. Each Counterparty is a limited partnership for which the Partnership directly or indirectly holds all of the outstanding beneficial interest. The reporting person is a 54.3123% general partner in the Partnership and accordingly disclaims beneficial ownership of 45.6877% of the securities held by the Partnership. This report shall not be deemed an admission that the reporting person is the beneficial owner of an excess of 54.3123% of the securities held by the Partnership for Section 16 or for any other purposes.

5. Under the Amended Contracts, each Counterparty agreed to deliver shares of Class A Stock (or Class B Stock immediately convertible into Class A Stock) on the expiration date of each contract (or on an earlier date if the contract is terminated early) as follows: (i) if the price of Class A Stock on the date of expiration or termination (the "Final Price") is less than a specified floor price (the "Floor Price"), then 1,000,000 shares; (ii) if the Final Price is less than or equal to a specified maximum price (the "Cap Price"), but greater than or equal to the Floor Price, then a number of shares equal to 1,000,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 1,000,000 multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price.

6. Each of the Amended Contracts has a Floor Price equal to $16.6385/share and a Cap Price equal to $19.9662/share, all based on an average market price of $16.6385/share over a three trading day period ending on November 19, 2004

7. In connection with the Amended Contracts, the Counterparties have pledged 3,000,000 shares of Class B Stock to secure their obligations under the Amended Contracts. Under the Amended Contracts, in lieu of the delivery of shares, each Counterparty may, at its option, settle the contracts by delivery of cash. In certain events, the Counterparties are obligated to settle the contracts by delivery of cash.

Remarks:

	By: By: R. Read Hudson, by power of attorney	11/23/2004
	** 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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