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^*

MURPHY HARRY D

(Last)

(First)

(Middle)

P.O. BOX 1087

(Street)

ROSE HILL

28458

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITHFIELD FOODS INC [ SFD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2004

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)
Common Stock	03/16/2004		G⁽¹⁾	V	27,920	D	$0⁽¹⁾	2,859,022	D
Common Stock	03/16/2004		J⁽²⁾		372,080	D	⁽²⁾	2,486,942	D
Common Stock	03/16/2004		J⁽³⁾		500,000	D	⁽³⁾	1,986,942	D
Common Stock	03/16/2004		J⁽⁴⁾		500,000	D	⁽⁴⁾	1,486,942	D
Common Stock	03/19/2004		J⁽⁵⁾⁽⁶⁾		184,180	D	⁽⁵⁾⁽⁶⁾	187,900	I	By HDM Legacy LLC
Common Stock	03/19/2004		J⁽⁵⁾⁽⁶⁾		184,179	D	⁽⁵⁾⁽⁶⁾	3,721⁽⁷⁾	I	By HDM Legacy LLC
Common Stock	03/19/2004		J⁽⁵⁾⁽⁶⁾		247,500	D	⁽⁵⁾⁽⁶⁾	252,500	I	By HDM/MDM Legacy LLC
Common Stock	03/19/2004		J⁽⁵⁾⁽⁶⁾		247,500	D	⁽⁵⁾⁽⁶⁾	5,000⁽⁷⁾	I	By HDM/MDM Legacy LLC
Common Stock	03/19/2004		J⁽⁵⁾⁽⁶⁾		247,500	D	⁽⁵⁾⁽⁶⁾	252,500	I	By HDM/SKM Legacy LLC
Common Stock	03/19/2004		J⁽⁵⁾⁽⁶⁾		247,500	D	⁽⁵⁾⁽⁶⁾	5,000⁽⁷⁾	I	By HDM/SKM Legacy LLC

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)

Explanation of Responses:

1. The Reporting Person transferred 13,960 shares of Smithfield Foods Inc. common stock ("Common Stock") to each of HDM/MDM Legacy Trust and HDM/SKM Legacy Trust (the "Trusts") for no consideration on March 16, 2004. Members of the Reporting Person's immediate family are beneficiaries of the Trusts. An employee of the Reporting Person had investment control as Investment Trustee of the Trusts until such person's resignation on March 8, 2004. An independent Investment Trustee was appointed on March 17, 2004. Between March 8 and March 17, 2004, a trust committee of five persons had investment control over the Trusts. The Reporting Person does not exercise investment control over the Trusts. The Reporting Person disclaims beneficial ownership of shares of Common Stock owned by the Trusts.

2. The Reporting Person transferred 372,080 shares of Common Stock to HDM Legacy LLC, a Delaware limited liability company, in exchange for the Class A and Class B units representing 100% of the ownership interest of HDM Legacy LLC on March 16, 2004. HDM Legacy LLC was wholly owned by the Reporting Person until March 19, 2004, as described below in footnote 5. The transfer from the Reporting Person to HDM Legacy LLC was a change in the form of beneficial ownership, from direct to indirect, which is exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (the "Act").

3. The Reporting Person transferred 500,000 shares of Common Stock to HDM/MDM Legacy LLC, a Delaware limited liability company, for no consideration on March 16, 2004. HDM/MDM Legacy LLC is wholly owned by HDM Legacy LLC, which was wholly owned by the Reporting Person until March 19, 2004, as described below in footnote 5. The transfer from the Reporting Person to HDM/MDM Legacy LLC was a change in the form of beneficial ownership, from direct to indirect, which is exempt from Section 16 pursuant to Rule 16a-13 under the Act.

4. The Reporting Person transferred 500,000 shares of Common Stock to HDM/SKM Legacy LLC, a Delaware limited liability company, for no consideration on March 16, 2004. HDM/SKM Legacy LLC is wholly owned by HDM Legacy LLC, which was wholly owned by the Reporting Person until March 19, 2004, as described below in footnote 5. The transfer from the Reporting Person to HDM/SKM Legacy LLC was a change in the form of beneficial ownership, from direct to indirect, which is exempt from Section 16 pursuant to Rule 16a-13 under the Act.

5. On March 19, 2004, the Reporting Person transferred 100%, subject to subsequent adjustment, of the Class B limited liability company interests of HDM Legacy LLC, which represent 99% of the Reporting Person's pecuniary interest in the shares of Common Stock held by HDM Legacy LLC, HDM/MDM Legacy LLC and HDM/SKM Legacy LLC. At the time of the transfer, the shares of Common Stock held directly and indirectly by HDM Legacy LLC represented approximately 90% of the value of the total assets held by HDM Legacy LLC. The HDM Legacy LLC Class B interests were transferred in two transactions (each transaction for 50% of the Class B interests, subject to subsequent adjustment) to the Trusts in exchange for two promissory notes each in the amount of $10.5 million, which amount is subject to adjustment based on a valuation prepared by an independent third party. The Reporting Person has retained all of the Class A limited liability company interests in HDM Legacy LLC,

6. (continuation of prior footnote) which provide the Reporting Person with a 1% pecuniary interest in the shares of Common Stock held by HDM Legacy LLC and the power to transfer the Class A interests in HDM Legacy LLC and to change the manager of HDM Legacy LLC. Dispositive power over the shares of Common Stock owned by HDM Legacy LLC is held by an independent manager, as required under the HDM Legacy LLC operating agreement.

7. This amount reflects the Reporting Person's ownership of 1% of the pecuniary interest of the shares of Common Stock owned by the limited liability company.

Remarks:

The reporting person may be deemed to be a member of a "group" with Wendell H. Murphy, Wendell H. Murphy, Jr., Wendy Murphy Crumpler, Joyce Murphy Minchew, Stratton K. Murphy, Marc D. Murphy and Angela Norman Brown for purposes of Section 13(d) of the Exchange Act.

	Mark Roberts (attorney-in-fact)	03/23/2004
	** 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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