December 2, 2024

C. Shane Smith
President and Chief Executive Officer
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430

       Re: Smithfield Foods, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted November 18, 2024
           CIK No. 0000091388
Dear C. Shane Smith:

     We have reviewed your amended draft registration statement and have the
following
comment(s).

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our November 1, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted November
18,
2024
General

1.     We note the graphics immediately following the prospectus cover page.
Please revise
       to include the table of contents on the inside front cover as required
by Item 502(a) of
       Regulation S-K or relocate your graphics to a less prominent position
within your
       registration statement. Additionally address the following items:
           We note your disclosure of several measures including Adjusted
EBITDA for the
           LTM Period Ended 9/29/24. However, you do not include prominent
disclosure of
           the most comparable GAAP measure, Net Income. Please revise
accordingly;
 December 2, 2024
Page 2

             Revise to provide the basis for leadership claims, clarifying
whether these are
           supported by quantitative criteria such as market share by revenues
or similar
           measures; and
             Remove or revise to discuss the $1.1 trillion global meat market,
including the
           assumptions upon which this is based and clarifying what portion
thereof is
           relevant to your products and markets, actual and intended. In this
regard, we note
           disclosure on page 1 indicating that your 25 key packaged meats
categories
           represent a total addressable market opportunity of $43 billion
annually.
Consolidated Statements of Income, page F-4

2.     We note from your response to our prior comment 23, that you believe
your
       investments are "operationally integral" to your operations. In this
regard, we note that
       the primary investments are biogas joint ventures, however this type of
       business does not appear to be similar to the primary operations of the
company which
       is in the business of packaged meats and fresh pork. Please provide us
additional
       information as to why you believe these equity method investments are
appropriately
       included in operating income on your statement of operations. As part of
your
       response, please include a materiality analysis related to the different
equity method
       investments.
Interim Financial Statements for the Nine Months Ended September 30, 2024
Notes to the Financial Statements
Note 7. Employee Retention Tax Credits, page F-70

3.     We note your disclosure that in 2020, you recognized a substantial
amount of costs
       during the pandemic, including costs to compensate employees who were
not able to
       work. We also note your disclosure that in the second quarter of 2024,
you concluded
       the recognition threshold of this credit had been met and therefore,
recognized $86
       million and $1 million of employee retention credits in cost of sales
and
       SG&A. Please explain to us why you are recognizing this credit in 2024
related to
       costs incurred in 2020. As part of your response, please explain to us
more about how
       you are accounting for this amount, including whether you will receive
cash for these
       amounts and why you believe crediting cost of sales is appropriate.
Exhibits

4.     Please file the shareholders    agreement with WH Group as an exhibit to
your
       registration statement.
 December 2, 2024
Page 3

       Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at
202-551-3047
with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:   Colin Diamond