-1-


                        PILGRIM'S PRIDE CORPORATION

     FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois


U.S. Bancorp Ag Credit, Inc.
   (formerly known as FBS Ag Credit, Inc.)
Denver, Colorado


CoBank, ACB
Wichita, Kansas


ING (U.S.) Capital Corporation ("ING ")
New York, New York


Wells Fargo Bank (Texas), N.A.
Dallas, Texas


Credit Agricole Indosuez, Chicago Branch (successor by
merger to Caisse Nationale de Credit Agricole, Chicago Branch)
Chicago, Illinois



Ladies and Gentlemen:

     Reference  is hereby made to that certain Amended and Restated Secured
Credit Agreement dated as of August 11, 1997 (the "CREDIT AGREEMENT") among
the undersigned,  Pilgrim's  Pride Corporation, a Delaware corporation (the
"COMPANY"), you (the "BANKS")  and  Harris Trust and Savings Bank, as agent
for the Banks (the "AGENT").  All defined  terms used herein shall have the
same meanings as in the Credit Agreement unless otherwise defined herein.

     The  Banks  extend a $100,000,000 revolving  credit  facility  to  the
Company on the terms and conditions set forth in the Credit Agreement.  The
Company, the Agent  and the Banks now wish to amend the Credit Agreement to
reduce the amount of  the  Revolving  Credit  to  $50,000,000,  extend  the
Termination Date of the Credit Agreement from May 31, 2000 to May 31, 2001,
provide  for  the  withdrawal  of  Wells  Fargo  Bank (Texas), N.A. ("WELLS
FARGO") from the bank group, permit the Company to  establish  an  accounts
receivable securitization program and amend various financial covenants and
other  provisions  of the Credit Agreement, all on the terms and conditions
and in the manner set forth in this Amendment.


1.   AMENDMENTS.

     Upon satisfaction  of  all  of  the  conditions precedent set forth in
Section 2 hereof, the Credit Agreement shall be amended as follows:

    1.1.  Section  1.1(a)  of  the Credit Agreement  shall  be  amended  by
replacing the date "May 31, 2000"  appearing therein with the date "May 31,
2001".

    1.2.  Section 1.1(c) of the Credit  Agreement  shall be amended to read
as follows:

         "(c)  The respective maximum aggregate principal  amounts  of  the
     Revolving Credit at any one time outstanding and the percentage of the
     Revolving  Credit  available  at  any  time  which  each  Bank  by its
     acceptance  hereof  severally  agrees to make available to the Company
     are as follows (collectively, the  "REVOLVING  CREDIT COMMITMENTS" and
     individually, a "REVOLVING CREDIT COMMITMENT"):



Harris Trust and Savings Bank               $14,285,714 28.57%
                                                  
   U.S. Bancorp Ag Credit, Inc.
                                            $10,714,286 21.43%
   CoBank, ACB
                                            $10,714,286 21.43%
   ING (U.S.) Capital
   Corporation                               $7,142,857 14.29%
   Credit Agricole Indosuez,
   Chicago Branch                            $7,142,857 14.29%
     Total
                                            $50,000,000 100%

     Each Bank's Revolving Credit Commitment shall be  reduced from time to
     time by the aggregate outstanding principal amount  of  all  Bid Loans
     made  by such Bank, and shall be increased (but in no event above  the
     amount  set  forth  above  for  each  Bank) by the aggregate principal
     amount of each principal repayment of such Bid Loans made from time to
     time."

    1.3.  The fifth sentence of Section 1.5  of  the Credit Agreement shall
be amended by inserting the phrase "minus one-half  of  one  percent" after
the phrase "Applicable Margin for Eurodollar Loans" appearing in clause (b)
thereof.

    1.4.  The  definition  of  the  term  "APPLICABLE MARGIN" appearing  in
Section 4.1 of the Credit Agreement shall be amended to read as follows:

          " "APPLICABLE MARGIN" shall mean,  with respect to each
          type of Loan described in Column A below,  the  rate of
          interest per annum shown in Columns B, C, D and E below
          for  the  range  of  Leverage  Ratio specified for each
          Column:




     A                    B                C               D               E
                                                              
Leverage Ratio      <0.45 to 1   >.45 to 1 and   >.50 to 1 and   >.60 to 1 and
                                     <0.5 to 1     <.60 to 1        <.70 to 1

Eurodollar Loans       1.00%           1.375%         1.625%          2.0%
Domestic Rate Loans     0.0%           0.125%         0.375%         0.75%
CD Rate Loans         1.125%            1.50%          1.75%        2.125%

          Not  later than 5 Business Days after  receipt  by  the
          Agent   of  the  financial  statements  called  for  by
          Section 7.4  hereof  for the applicable fiscal quarter,
          the Agent shall determine  the  Leverage  Ratio for the
          applicable period and shall promptly notify the Company
          and the Banks of such determination and of  any  change
          in  the  Applicable  Margins  resulting therefrom.  Any
          such  change  in  the  Applicable  Margins   shall   be
          effective  as  of  the  date  the Agent so notifies the
          Company  and  the  Banks  with  respect  to  all  Loans
          outstanding  on  such  date,  and such  new  Applicable
          Margins shall continue in effect  until  the  effective
          date   of   the   next   quarterly  redetermination  in
          accordance with this Section.   Each  determination  of
          the  Leverage Ratio and Applicable Margins by the Agent
          in accordance with this Section shall be conclusive and
          binding  on  the  Company and the Banks absent manifest
          error.   From  the date  hereof  until  the  Applicable
          Margins  are  first   adjusted   pursuant  hereto,  the
          Applicable Margins shall be those set forth in column D
          above."

    1.5.  The definition of the term "BORROWING  BASE"  shall be amended to
read as follows:

     ""BORROWING  BASE",  as  determined  on  the basis of the  information
contained  in  the most recent Borrowing Base Certificate,  shall  mean  an
amount equal to:

          (a)  65%  of  the  Value of Eligible Inventory consisting of feed
     grains, feed and ingredients, plus

          (b)  65% percent of the Value of Eligible Inventory consisting of
     live and dressed broiler chickens and commercial eggs, plus

          (c)  65%  of  the  Value  of  Eligible  Inventory  consisting  of
     prepared foods, plus

          (d)  100%  of  the Value  of  Eligible  Inventory  consisting  of
     breeder hens, breeder pullets, commercial hens, commercial pullets and
     hatching eggs, plus

          (e)  40%  of  the  Value  of  Eligible  Inventory  consisting  of
     packaging  materials,  vaccines,  general  supplies,  and  maintenance
     supplies, minus

          (f)  the aggregate outstanding amount of all Grower Payables that
     are more than 15 days past due."

    1.6.  The definition  of  the  term "Eligible Receivables" appearing in
Section 4.1 of the Credit Agreement shall be deleted.

    1.7.  Section 4.1 of the Credit  Agreement  shall  be amended by adding
the following definitions thereto:

          ""FUNDING CORP." shall mean Pilgrim's Pride Funding  Corporation,
     a Delaware corporation.

          "PAR  CAPITAL"  shall  mean  Pooled  Accounts  Receivable Capital
     Corporation.

          "RECEIVABLES SECURITIZATION PROGRAM" shall mean  any  receivables
     securitization program to which the Company is a party which  provides
     for the sale by the Company, without recourse, of its Receivables  for
     a  cash consideration of not less than 70% of the unpaid value of such
     Receivables, and including in any event the receivables securitization
     program  pursuant  to which the Company will sell to Funding Corp. all
     or substantially all  of  the  Company's receivables and Funding Corp.
     will in turn sell an undivided interest  in all of such Receivables to
     PAR Capital."

    1.8.  Section 7.4(e) of the Credit Agreement  shall  be amended to read
as follows:

         "(e)  Intentionally Omitted."

    1.9.  Section  7.7 of the Credit Agreement shall be amended  by  adding
the following phrase  immediately  before  the  period appearing at the end
thereof:

          ", and (c) the sale of all or substantially  all of the
          Company's   Receivables   pursuant   to  a  Receivables
          Securitization Program."

   1.10.  Section 7.8 of the Credit Agreement shall  be  amended to read as
follows:

          "SECTION 7.8. LEVERAGE RATIO.  The Company will  not  permit  the
     ratio  of  its Leverage Ratio at any time during each period specified
     below to exceed the ratio specified below for such period:

               (a)  from  the last day of Fiscal Year 1997 through the next
          to last day of Fiscal Year 1998, 0.675 to 1;

               (b)  from the  last day of Fiscal Year 1998 through the next
          to last day of Fiscal Year 1999, 0.65 to 1;

               (c)  from the last  day of Fiscal Year 1999 through the next
          to last day of Fiscal Year 2000, 0.625 to 1; and

               (d)  on the last day  of  Fiscal  Year  2000 and thereafter,
          0.60 to 1."

   1.11.  Section 7.13 of the Credit Agreement shall be  amended to read as
follows:

          "SECTION  7.13.  MINIMUM NET WORKING CAPITAL.  The  Company  will
     maintain Net Working Capital at all times during each period specified
     below (measured as of the  last  day of each monthly fiscal accounting
     period) in an amount not less than the amount specified below for each
     period:

               (a)  during Fiscal Year 1998, $50,000,000;

               (b)  during Fiscal Year 1999, $50,000,000;

               (c)  during Fiscal Year 2000, $55,000,000; and

               (d)  during each Fiscal Year thereafter, $60,000,000."

   1.12.  Section 7.14(b) of the Credit  Agreement shall be amended to read
as follows:

         "(b)  additional capital expenditures  in  an aggregate amount not
     to  exceed  $48,000,000  in  Fiscal  Years  1997,  1998  and  1999  in
     connection  with  the acquisition and expansion of the  fixed  assets,
     inventory and operations of Green Acre Foods, Inc."

   1.13.  Section 7.16 of the Credit Agreement shall be amended by deleting
the word "and" appearing  after the semi-colon at the end of subsection (n)
thereof, by replacing the period  at the end of subsection (o) thereof with
the  phrase  ";  and"  and by adding the  following  provision  thereto  as
subsection (p):

         "(p)  the interest  of  any purchaser of the Company's Receivables
     purchased by it pursuant to a  Receivables  Securitization  Program in
     such Receivables."

   1.14.  Section 7.17 of the Credit Agreement shall be amended by deleting
the word "and" appearing after the semi-colon at the end of subsection  (o)
thereof,  by replacing the period at the end of subsection (p) thereof with
the phrase  ";  and"  and  by  adding  the  following  provision thereto as
subsection (q):

         "(q)  indebtedness of the Company and its Subsidiaries pursuant to
     Receivables Securitization Programs."

   1.15.  Section 7.18 of the Credit Agreement shall be amended by deleting
the word "and" appearing after the semi-colon at the end  of subsection (j)
thereof, by replacing the period at the end of subsection (k)  thereof with
the  phrase  ";  and"  and  by  adding  the following provision thereto  as
subsection (l):

         "(l)  an  initial capital contribution  to  Funding  Corp.  in  an
     amount of up to  $1,000 and investments, if any, arising from the sale
     of Receivables at  a  discount  pursuant to Receivables Securitization
     Programs."

   1.16.  Section 7.19 of the Credit Agreement shall be amended by deleting
the word "and" appearing after the semi-colon  at the end of subsection (b)
thereof, by replacing the period at the end of subsection  (c) thereof with
the  phrase  ";  and"  and  by  adding  the following provision thereto  as
subsection (d):

         "(d)  the sale by the Company of  all  or substantially all of its
     Receivables pursuant to Receivables Securitization Programs."

   1.17.  Section 7.26 of the Credit Agreement shall  be amended to read as
follows:

          "SECTION 7.26. Intentionally Omitted."

   1.18.  Section 7.29 of the Credit Agreement shall be  amended to read as
follows:

          "SECTION 7.29. NEW SUBSIDIARIES.  The Company will  not, directly
     or  indirectly, create or acquire any Subsidiary except Funding  Corp.
     unless  (a)  after  giving effect to any such creation or acquisition,
     the total assets (determined  in  accordance  with  generally accepted
     accounting principles, consistently applied) of all such  Subsidiaries
     would  not  exceed  5%  of  the  Total  Assets of the Company and  its
     Subsidiaries,   and  (b)  all  Inventory  and  Receivables   of   such
     Subsidiaries are  pledged  to  the  Agent for the benefit of the Banks
     pursuant  to  a  security  agreement substantially  identical  to  the
     Security Agreement."

   1.19.  Notwithstanding anything  contained  in  this  Agreement  or  the
documentation  for  the Receivables Securitization Program to the contrary,
the  Receivables  sold   to  Funding  Corp.  pursuant  to  the  Receivables
Securitization Program will  be  treated  as Receivables of the Company and
all indebtedness, obligations and liabilities  of  the  Company and Funding
Corp. shall be treated as indebtedness, obligations and liabilities  of the
Company for purposes of calculating compliance with the financial covenants
contained in Section 7 of the Credit Agreement.

   1.20.  Exhibit G to the Credit Agreement shall  be replaced by Exhibit G
to this Amendment.

   1.21.  Exhibit I to the Credit Agreement shall be replaced by Exhibit  I
to this Amendment.


2.   CONDITIONS PRECEDENT.

     The  effectiveness  of the Amendment is subject to the satisfaction of
all of the following conditions precedent:

    2.1.  The Company and  each  of  the  Banks  shall  have  executed this
Amendment  (such  execution may be in several counterparts and the  several
parties hereto may execute on separate counterparts).

    2.2.  Each of the representations and warranties set forth in Section 5
of the Credit Agreement shall be true and correct.

    2.3.  The Company shall be in full compliance with all of the terms and
conditions of the Credit  Agreement  and  no  Event of Default or Potential
Default shall have occurred and be continuing thereunder  or  shall  result
after giving effect to this Amendment.

    2.4.  All  legal  matters incident to the execution and delivery hereof
and the instruments and documents contemplated hereby shall be satisfactory
to the Banks.

    2.5.  The Agent shall  have  received  (in  sufficient counterparts for
distribution  to  each  of  the  Banks)  all  of the following  in  a  form
satisfactory to the Agent, the Banks and their respective counsel:

          (a)  copies (executed or certified as  may be appropriate) of all
     legal documents or proceedings taken in connection  with the execution
     and  delivery  of  this  Amendment,  and  the  other  instruments  and
     documents contemplated hereby; and

          (b)  Opinion of counsel to the Company substantially  in the form
     of Exhibit A hereto and satisfactory to the Agent, the Banks and their
     respective counsel.

    2.6.  The  Agent  shall  have  received for the ratable benefit of  the
Banks an amendment fee in an amount  equal  to  one-eighth  of  one percent
(0.125%)  of  the  maximum  amount of the Revolving Credit in effect  after
giving effect to this Amendment.


3.   REPRESENTATIONS AND WARRANTIES.

    3.1.  The  Company,  by  its   execution   of  this  Amendment,  hereby
represents and warrants the following:

          (a)  each  of  the representations and warranties  set  forth  in
     Section 5 of the Credit  Agreement  is true and correct as of the date
     hereof,  except that the representations  and  warranties  made  under
     Section 5.3  shall be deemed to refer to the most recent annual report
     furnished to the Banks by the Company; and

          (b)  the  Company is in full compliance with all of the terms and
     conditions  of the  Credit  Agreement  and  no  Event  of  Default  or
     Potential Default has occurred and is continuing thereunder.


4.   MISCELLANEOUS.

    4.1.  Upon satisfaction  of  the  conditions precedent set forth above,
the Company shall be deemed to have requested  from  the  Banks  other than
Wells  Fargo  loans  in  an  aggregate principal amount equal to the unpaid
principal amount of the Secured Revolving Credit Note dated August 11, 1997
payable to the order of Wells  Fargo  (the  "WELLS  FARGO  NOTE"), and such
Banks  will make such loans if all conditions set forth in Section  6.2  of
the Credit  Agreement  are  satisfied.  The proceeds of such loans shall be
used exclusively to pay the outstanding  principal  balance  of  the  Wells
Fargo  Note,  and the Company will pay all accrued interest thereon and all
other fees and  other  amounts  due  to  Wells  Fargo  ,  including without
limitation  accrued and unpaid commitment fees, letter of credit  fees  and
all amounts, if any, payable under Section 9.4 of the Credit Agreement with
respect to such  prepayment.   Upon payment in full of all principal of and
accrued interest on such Wells Fargo  Note, and all such other amounts, all
participations in L/Cs and Reimbursement  Obligations  by Wells Fargo shall
terminate and Wells Fargo shall cease to be a party to the Credit Agreement
and shall have no rights or obligations thereunder except  for  its  rights
under Sections 9.3, 9.4, 11.5 and 11.9 which shall  continue unaffected  by
this Amendment.

    4.2.  The  Company  has  heretofore executed and delivered to the Agent
that certain Security Agreement Re:  Accounts Receivable, Farm Products and
Inventory dated as of May 27,  1993,  as amended (the "SECURITY AGREEMENT")
and the Company hereby agrees that the  Security Agreement shall secure all
of the Company's indebtedness, obligations and liabilities to the Agent and
the Banks under the Credit Agreement as amended  by  this  Amendment,  that
notwithstanding  the execution and delivery of this Amendment, the Security
Agreement shall be  and remain in full force and effect and that any rights
and remedies of the Agent thereunder, obligations of the Company thereunder
and any liens or security  interests  created  or  provided  for thereunder
shall  be  and  remain in full force and effect and shall not be  affected,
impaired or discharged  thereby.   Nothing  herein  contained  shall in any
manner  affect  or  impair the priority of the liens and security interests
created and provided  for  by the Security Agreement as to the indebtedness
which would be secured thereby prior to giving effect to this Amendment.

    4.3.  Except as specifically  amended  herein  the Credit Agreement and
the Notes shall continue in full force and effect in  accordance with their
original terms.  Reference to this specific Amendment need  not  be made in
any  note, document, letter, certificate, the Credit Agreement itself,  the
Notes,  or  any communication issued or made pursuant to or with respect to
the  Credit  Agreement,   any  reference  to  the  Credit  Agreement  being
sufficient to refer to the Credit Agreement as amended hereby.

    4.4.  The Company agrees  to  pay  all out-of-pocket costs and expenses
incurred  by  the  Agent  and  Banks in connection  with  the  preparation,
execution and delivery of this Amendment and the documents and transactions
contemplated hereby, including the fees and expenses of Messrs. Chapman and
Cutler.

    4.5.  This Amendment may be executed in any number of counterparts, and
by the different parties on different  counterparts,  all  of  which  taken
together  shall  constitute one and the same Agreement.  Any of the parties
hereto may execute  this Amendment by signing any such counterpart and each
of such counterparts shall for all purposes be deemed to be an original.

    4.6.  (A) THIS AMENDMENT  AND  THE  RIGHTS  AND  DUTIES  OF THE PARTIES
HERETO,  SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE  INTERNAL
LAWS  OF  THE   STATE  OF  ILLINOIS,  EXCEPT  TO  THE  EXTENT  PROVIDED  IN
SECTION 4.6(b) HEREOF AND TO THE EXTENT THAT THE FEDERAL LAWS OF THE UNITED
STATES OF AMERICA MAY OTHERWISE APPLY.

     (b)  NOTWITHSTANDING   ANYTHING   IN  SECTION  4.6(a)  HEREOF  TO  THE
CONTRARY, NOTHING IN THIS AMENDMENT, THE  CREDIT  AGREEMENT,  THE NOTES, OR
THE  OTHER  LOAN  DOCUMENTS SHALL BE DEEMED TO CONSTITUTE A WAIVER  OF  ANY
RIGHTS WHICH THE COMPANY,  THE AGENT OR ANY OF THE BANKS MAY HAVE UNDER THE
NATIONAL BANK ACT OR OTHER APPLICABLE FEDERAL LAW.

    4.7.  The Banks hereby authorize  and  direct  the Agent to release its
security interest in any of the Company's Receivables  (as  defined  in the
Security  Agreement)  that  have been sold from time to time pursuant to  a
Receivables Securitization Program and related rights and properties and to
execute and deliver from time  to  time  such  amendments  to  the Security
Agreement  and  related  UCC  financing  statements  as the Agent may  deem
necessary or convenient to reflect such release.



                               -2-


Dated as of June ___, 1998.


                                     PILGRIM'S PRIDE CORPORATION


                                     By
                                       ____________Its Executive President

     Accepted and Agreed to as of the day and year last above written.

                                     HARRIS TRUST AND SAVINGS BANK
                                       individually and as Agent


                                     By
                                       _________________Its Vice President


                                     U.S. BANCORP AG CREDIT, INC.


                                     By
                                       ________________________________Its

                                     COBANK, ACB


                                     By
                                       ________________________________Its

                                     ING (U.S.) CAPITAL CORPORATION


                                     By
                                       ________________________________Its

                                     WELLS FARGO BANK (TEXAS), N.A.


                                     By
                                       ________________________________Its

                                     CREDIT AGRICOLE INDOSUEZ, CHICAGO
                                       BRANCH


                                     By
                                       ________________________________Its


                                     By
                                       ________________________________Its












                                 EXHIBIT A

                  (TO BE RETYPED ON LETTERHEAD OF COUNSEL
                     AND DATED AS OF DATE OF CLOSING)



                             __________, 1998



Harris Trust and Savings Bank
Chicago, Illinois


U.S. Bancorp Ag Credit, Inc.
   (formerly known as FBS Ag Credit, Inc.)
Denver, Colorado


CoBank, ACB
Wichita, Kansas


ING (U.S.) Capital Corporation ("ING ")
New York, New York


Wells Fargo Bank (Texas), N.A.
Dallas, Texas


Credit Agricole Indosuez, Chicago Branch (successor by
merger to Caisse Nationale de Credit Agricole, Chicago Branch)
Chicago, Illinois




Ladies and Gentlemen:

     We have served as counsel to Pilgrim's Pride Corporation,  a  Delaware
corporation   (the  "BORROWER"),  in  connection  with  the  amendment  and
extension of the  revolving  credit facility being made available by you to
the Borrower pursuant to the Amended  and Restated Secured Credit Agreement
dated as of August 11, 1997 (the "CREDIT AGREEMENT") among the Borrower and
you.   As such counsel, we have supervised  the  taking  of  the  corporate
proceedings  necessary to authorize the execution and delivery of, and have
examined executed originals of, the First Amendment to Amended and Restated
Secured Credit Agreement dated as of June ___, 1998 (the "AMENDMENT") among
the Borrower and you.  As counsel to the Borrower, we are familiar with the
articles of incorporation,  charter, by-laws and any other agreements under
which  the  Borrower  is organized.   We  have  also  examined  such  other
instruments and records  and  inquired  into such other factual matters and
matters of law as we deem necessary or pertinent  to the formulation of the
opinions hereinafter expressed.

     Based upon the foregoing and upon our examination  of  the articles of
incorporation, charter and by-laws of the Borrower, we are of  the  opinion
that:

      1.  The Borrower is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware with full  and
adequate  corporate  power  and  authority  to carry on its business as now
conducted and is duly licensed or qualified and  in  good  standing  in all
jurisdictions  wherein  the  conduct  of  its  business  or  the assets and
properties owned or leased by it require such licensing or qualification.

      2.  The Borrower has full right, power and authority to  borrow  from
you,  to  mortgage,  pledge,  assign  and otherwise encumber its assets and
properties  as  collateral security for such  borrowings,  to  execute  and
deliver the Amendment  executed  by  it  and to observe and perform all the
matters and things therein provided for.  The execution and delivery of the
Amendment by the Borrower does not, nor will  the observance or performance
of  any  of  the  matters or things therein provided  for,  contravene  any
provision of law or of the respective articles of incorporation, charter or
by-laws of the Borrower  (there  being  no other agreements under which the
Borrower is organized) or, to the best of  our knowledge after due inquiry,
of  any  covenant, indenture or agreement binding  upon  or  affecting  the
Borrower or any of its properties or assets.

      3.  The  Amendment  executed by the Borrower has been duly authorized
by all necessary corporate action (no stockholder approval being required),
has been executed and delivered  by the proper officers of the Borrower and
the Credit Agreement, as amended by  the Amendment, constitutes a valid and
binding agreement of the Borrower enforceable against it in accordance with
its  terms,  subject  to  bankruptcy, insolvency  and  other  similar  laws
affecting creditors' rights generally and to general principles of equity.

      4.  No order, authorization,  consent,  license  or  exemption of, or
filing or registration with, any court or governmental department,  agency,
instrumentality or regulatory body, whether local, state or federal,  is or
will  be  required  in connection with the lawful execution and delivery of
the Amendment or the  observance  and performance by the Borrower of any of
the terms of the Credit Agreement as amended by the Amendment.

      5.  To the best of our knowledge  after  due  inquiry,  there  is  no
action,  suit, proceeding or investigation at law or in equity before or by
any court  or  public  body  pending or threatened against or affecting the
Borrower  or  any  of  its  assets   and  properties  which,  if  adversely
determined, could result in any material  adverse change in the properties,
business, operations or financial condition of the Borrower or in the value
of the collateral security for your loans and  other  credit accommodations
to the Borrower.

      6.  The rates of interest provided for under the Credit Agreement and
the  Loan  Documents  (as defined in the Credit Agreement)  and  any  other
amounts payable thereunder that would constitute interest would not violate
any usury law of the State  of  Texas  should such laws apply to the Credit
Agreement,  any  of  the  Loan  Documents  or   any  of  the  indebtedness,
obligations  and  liabilities of the Borrower or Mr.  and  Mrs.  Lonnie  A.
Pilgrim thereunder.

     We are admitted  to practice law only in the State of Texas and do not
purport to be experts in  or  qualified  to  express legal conclusions with
respect to the laws of any jurisdiction other than the State of Texas or of
the United States of America, except the Business  Corporation  Act  of the
State of Delaware.

                                           ____________Respectfully submitted,











                                 EXHIBIT G


                        Pilgrim's Pride Corporation



                        BORROWING BASE CERTIFICATE
                        as of _____________________
                             ($000's omitted)

     This  Borrowing  Base  Certificate  is  furnished  to Harris Trust and
Savings Bank, as agent (the "AGENT"), pursuant to that certain  Amended and
Restated Secured Credit Agreement dated as of August 11, 1997, as  amended,
by and among Pilgrim's Pride Corporation (the "COMPANY"), Harris Trust  and
Savings  Bank and the other Bank parties thereto (the "AGREEMENT").  Unless
otherwise defined herein, the terms used in this Borrowing Base Certificate
have the meanings ascribed thereto in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

           1.  I  am  the  duly  elected  Chief  Financial  Officer  of the
     Company.

           2.  I  have reviewed the terms of the Agreement and I have made,
     or  have  caused  to  be  made  under  my  supervision,  the  attached
     computation  of  the  Borrowing  Base as defined in Section 4.1 of the
     Agreement.

           3.  No change of name, corporate  identity  or  address  of  the
     chief executive office of the Company has occurred.

           4.  I  have reviewed the terms of the Agreement and, pursuant to
     such review, I  have no knowledge of the existence of any condition or
     event which would  constitute a Potential Default or Event of Default,
     except as set forth  below  (detailing  the nature of the condition or
     event, the period during which it has existed and the action which the
     Company has taken, is taking or proposes  to take with respect to each
     such condition or event):

     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________











           4.  The  information  above  and  any  attached  exhibits do not
     contain any untrue statement of material fact or omit a material fact,
     either  individually or in aggregate, that would make the  information
     or any attached exhibits misleading.

                                     PILGRIM'S PRIDE CORPORATION




                                     By __________________________________
                                      ITS










                        SUMMARY OF COLLATERAL POOL
                      Dated as of ___________, 199__




                                                INVENTORY             ADVANCE
                                UNITS              VALUE               VALUE
                                                            
  1.)  Live Broilers       __________          $_________          $__________
  2.)  Breeder Hens        __________          $_________          $__________
  3.)  Breeder Pullets     __________          $_________          $__________
  4.)  Commercial Hens     __________          $_________          $__________
  5.)  Commercial Pullets  __________          $_________          $__________
  6.)  Grain Feed (Field)  __________          $_________          $__________
  7.)  Eggs (Hatching
       /In Transit)        __________          $_________          $__________
  8.)  Dressed Broilers    __________          $_________          $__________
  9.)  Prepared Foods      __________          $_________          $__________
 10.)  Eggs (Commercial)   __________          $_________          $__________
 11.)  Grain (Feedmills)   __________          $_________          $__________
 12.)  Branch Inventory
       of Packaged Items   $_________          $__________
 13.)  Packaging, Vaccines,
       Supplies            $_________          $__________

 SUBTOTAL (lines 1-13)     __________          $_________          $__________

 14.)  Less Grower Payables
       Greater than 15 days                                       ($__________)

       TOTAL COLLATERAL POOL                   $_________          $__________

 13.)  Less O/S Indebtedness as of:             _________          $__________


       TOTAL AVAILABLE CREDIT:                                     $__________













COLLATERAL VALUE COMPUTATIONS
Dated as of __________, 199__
COLLATERAL POOL:


                                                  GROSS VALUE          Advance
                                                  COMPUTATION           VALUE
                                                             
1)   Live Broiler Value:
     Number of Head                                __________ Head

     (-) Death/Reject Rate (4%)                    __________ Head

     (x) Avg. Weight per Bird (2                   __________ Lbs.
         Lbs.)

     (x) ________________________    _________ cents/lb.

      as of                 ___________            __________x 65%____________

2)   Breeder Hen Value:
     Number of Head                                           __________ Head

     (x) Loan Value @       $1.50/bird             ________@ 100% ____________

3)   Breeder Pullet Value:
     Number of Head                                __________ Head

     (x) Loan Value @       $1.00/bird             ________@ 100% ____________

4)   Commercial Hen Value:
     Number of Head                                __________ Head

     (x) Loan Value @       $0.70/bird             ________ @ 100% ____________

5)   Commercial Pullet Value:
     Number of Head                                __________ Head

     (x) Loan Value @       $0.40/bird             ________ @ 100% ____________

6)   Grain Feed Value (Field):
     Number of Head (NET)                          __________ Head

     (x) 0.75 Lbs/day (/) 2,000                    __________ Tons

     (x) Feed Cost/Ton      ____________           __________ x 65%____________

7)   Eggs (Hatching & In Transit):
     Number of Dozens                              __________ Dozen

     (x)                    $1.25/Doz              ________ @ 100% ____________

8)   Dressed Broilers (All Locations):
     Number of pounds                              __________ Lbs

     (x) Price/Lb. computed ____________           __________ x 65%____________

9)   Prepared Foods (All Locations)
     Number of pounds                              ___________ Lbs.

     (x) Price/Lb. computed _____________          __________ x 65%____________

10)  Eggs (Commercial)
     Number of Dozens                              __________ Dozen

     (x)                    ____________/dozen     __________ x 65%____________

11)  Grain Value (Feedmills):

     Corn:       ______ x ______                   __________ x 65%____________
                    Cost/Ton

     Soybean Meal: ______ x ______                 __________ x 65%____________
                       Cost/Ton

     Feed Supplements: ______ x ______             __________ x 65%____________
                          Cost/Ton
     Finished Feeds: ______ x ______               __________ x 65%____________
                         Cost/Ton

     Total Tons: ______                            __________ x 65%____________

12)  Branch Inventory of Packaged
     Items (@ Cost)                                __________ x 65%____________

13)  Packaging, Vaccines, Supplies (@              __________ x 40%____________
     Cost)

TOTAL COLLATERAL POOL                              ________         _________