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)

P O BOX 2020

(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)
02/12/2007

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⁽¹⁾	02/12/2007		J⁽²⁾		1,082,332	A	$0	1,082,332	I	By TLP Investment, L.P.
Class A Common Stock⁽¹⁾	02/12/2007		J⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		1,082,332	D	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I	By TLP Investment, L.P.
Class A Common Stock⁽¹⁾	02/12/2007		J⁽²⁾		1,082,332	A	$0	1,082,332	I	By TLPCRT, L.P.
Class A Common Stock⁽¹⁾	02/12/2007		J⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		1,082,332	D	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I	By TLPCRT, L.P.

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⁽¹⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	02/12/2007	02/12/2007	J⁽³⁾⁽⁴⁾⁽⁵⁾			2	02/20/2007	02/20/2007	Class B Common Stock⁽²⁾⁽³⁾	1,082,332	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0⁽⁷⁾	I	By TLP Investment, L.P.
Contract to Sell⁽¹⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	02/12/2007	02/12/2007	J⁽³⁾⁽⁴⁾⁽⁵⁾			2	02/20/2007	02/20/2007	Class B Common Stock⁽²⁾⁽³⁾	1,082,332	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I	By TLPCRT, L.P.

Explanation of Responses:

1. The transaction has also been included in a report on Form 4 filed by the Tyson Limited Partnership (the "Partnership") on the same date as this filing. The Partnership completed the reported transactions and the reporting person, who has approximately 54.1166% combined interest as a general and limited partner in the Partnership, must report his pro rata interest in such transactions on this filing even though the Partnership has also included such transactions as part of its Form 4.

2. In connection with the settlement of the Contracts (as defined below), each of TLPCRT, L.P. and TLP Investment, L.P. (collectively the "Counterparties") (the Counterparties are limited partnerships for which the Partnership directly or indirectly holds all of the outstanding beneficial interest) converted 2,000,000 shares of Class B Common Stock subject to the Contracts to Class A Common Stock (on a one for one basis) in order to settle the Contracts in Class A Common Stock pursuant to the terms of the Contracts.

3. On June 17, 2005, each of the Counterparties entered into two pre-paid variable equity forward contracts (collectively the "Contracts") with an unaffiliated third party buyer (the "Buyer"). In exchange for a cash payment, each of the Counterparties pledged 2,000,000 shares of Class B Common Stock of Tyson Foods, Inc. (the "Company") and agreed to settle the Contracts with either a payment of cash or the delivery of up to 2,000,000 shares of the Company's Class A Common Stock (or Class B Common Stock immediately convertible into Class A Common Stock). The Counterparties chose to settle the Contracts through the delivery of shares.

4. Under the terms of the Contracts, the Counterparties each agreed to deliver a number of shares of Class A Common Stock (or Class B Common Stock immediately convertible into Class A Common Stock) on the expiration date of the Contracts as follows: (i) if the Final Price (as defined below) is less than the Floor Price (as defined below), then 2,000,000 shares, (ii) if the Final Price is less than or equal to the Cap Price (as defined below), but greater than or equal to the Floor Price, then a number of shares equal to 2,000,000 times the Floor Price divided by the Final Price, or (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 2,000,000 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.

5. The Contracts had a Floor Price equal to $18.795/share and a Cap Price equal to $22.554/share, each based on an average market price of the Company's Class A Common Stock of $18.795/share over a four trading day period ending on June 17, 2005.

6. On February 12, 2007, the Counterparties and the Buyer agreed to settle the Contracts early. On such date, the Final Price was $18.35 (based on the closing price for the Company's Class A Common Stock on February 12, 2007) which was less than the Floor Price, resulting in each of the Counterparties delivering 2,000,000 shares of the Company's Class A Common Stock to the Buyer.

7. The Form 4 filed by the reporting person on August 25, 2006 incorrectly reported that TLP Investment, L.P. owned three (3) derivative securities as of such date, when the actual number of derivative securities owned was two (2).

	/s/ R. Read Hudson, as Attorney-In-Fact	02/14/2007
	** 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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