Exhibit 4.8

       [FORM OF CERTIFICATE REPRESENTING SMITHFIELD SPECIAL VOTING SHARE]

                              FRONT OF CERTIFICATE

CERTIFICATE NO. 1                                                  1 SHARE

                             SMITHFIELD FOODS, INC.

                        a corporation organized under the
                      Laws of the Commonwealth of Virginia
                               (the "Corporation")


THIS CERTIFIES THAT _________________________, is the registered holder of One
(1) fully paid and non-assessable Series B Special Voting Preferred Share of
Smithfield Foods, Inc. transferrable only on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed. This Certificate and the share represented hereby are issued
and shall be held subject to all of the provisions of the Articles of
Incorporation, as amended, of the Corporation (including without limitation all
of the provisions of the Articles of Amendment for the Series B Special Voting
Preferred Share), and to the Voting, Support and Exchange Trust Agreement among
the Corporation, Smithfield Canada Limited and CIBC Mellon Trust Company, dated
as of o, 1998 (as the same may be amended from time to time, the "Trust
Agreement"), to all of which the holder hereof by the acceptance of this
Certificate assents.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ____ day of ___________ A.D. 199__.




- ------------------------------------         -----------------------------------
Aaron D. Trub                                            Lewis R. Little
 Secretary and                                           President and
 Treasurer                                               Chief Operating Officer





                               BACK OF CERTIFICATE

                             SMITHFIELD FOODS, INC.

The Corporation will furnish to any shareholder upon request in writing and
without charge a full statement of the powers, designations, preferences and
relative participating, optional, or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights between the shares of each such class or series so far
as the same have been fixed and determined, and of the authority of the Board of
Directors to fix and determine the relative rights, preferences and limitations
of subsequent series (including without limitation a copy of the Trust
Agreement).

                              TRANSFER LIMITATIONS
The share represented by this certificate is subject to the limitations on
transfer imposed by the Trust Agreement, to which reference is hereby made.



                                   ASSIGNMENT

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

- ------------------------------------------------------------------------------
               (Please print or type name and address of assignee)
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
one share of the capital stock represented by the within Certificate, and does
hereby irrevocably constitute and appoint Smithfield Foods, Inc. Attorney to
transfer the said shares on the books of the within-named Corporation with full
power of substitution in the premises.


 
Dated _________________    Signature ________________________________________
                             NOTE:      The above signature must correspond
                                        exactly with the name on the face of
                                        this Certificate in every particular.