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^*

LEMAN EUGENE D

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Group V.P., TFM

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2005

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	02/10/2005		M		1,244	A	$8.68	218,561	D
Class A Common Stock	02/10/2005		M		4,762	A	$9.76	223,323	D
Class A Common Stock	02/10/2005		M		4,285	A	$9.97	227,608	D
Class A Common Stock	02/10/2005		M		9,150	A	$10.65	236,758	D
Class A Common Stock	02/10/2005		M		2	A	$6.64	236,760	D
Class A Common Stock								18,958	I	By 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)
Incentive Stock Option (right to buy)	$6.64	02/10/2005		M			2	⁽¹⁾⁽²⁾	03/01/2005	Class A Common Stock	2	$0	0	D
Incentive Stock Option (right to buy)	$10.65	02/10/2005		M			9,150	⁽¹⁾⁽²⁾	12/22/2005	Class A Common Stock	9,150	$0	0	D
Incentive Stock Option (right to buy)	$9.97	02/10/2005		M			4,285	⁽¹⁾⁽²⁾	10/01/2006	Class A Common Stock	4,285	$0	0	D
Incentive Stock Option (right to buy)	$9.76	02/10/2005		M			4,762	⁽¹⁾⁽²⁾	03/01/2007	Class A Common Stock	4,762	$0	0	D
Incentive Stock Option (right to buy)	$8.68	02/10/2005		M			1,244	⁽¹⁾⁽²⁾	12/24/2007	Class A Common Stock	1,244	$0	0	D

Explanation of Responses:

1. All options granted prior to the closing of the tender offer for IBP vested on 7/23/01. For all other options, 40% of the options are exercisable two years after the grant date (the date listed above represents the date 40% become exercisable), and an additional 20% vest in each of the following three years. After 5 years 100% of the options are exercisable.

2. Pursuant to the Agreement and Plan of Merger dated January 1, 2001 by and among Issuer, Lasso Acquisition Corporation ("Lasso"), a wholly owned subsidiary of Issuer, and IBP, inc. ("IBP"), all options granted by IBP and outstanding on September 28, 2001 (the date IBP merged with Lasso) converted into options to buy Issuer Class A common stock at a predetermined exchange rate.

	/s/ Leman, Eugene D.	02/11/2005
	** 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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