SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) December 1, 1998




                             SMITHFIELD FOODS, INC.

             (Exact name of registrant as specified in its charter)


    VIRGINIA                 0-2258               52-0845861

(State or other           (Commission           (IRS Employer
jurisdiction of            File Number)       Identification No.)
incorporation)


         200 COMMERCE STREET
         SMITHFIELD, VIRGINIA                          23430

 (Address of principal executive                     (Zip Code)
             offices)


Registrant's telephone number, including area code (757) 365-3000









ITEM 5.  OTHER EVENTS

     Smithfield  Foods, Inc. (the  "Registrant")  announced on December 2, 1998,
the final results of the offer by its wholly-owned subsidiary, Smithfield Canada
Limited ("Smithfield Canada"), for Schneider Corporation.

         By the  expiry  of  Smithfield  Canada's  offer on  December  1,  1998,
Schneider Corporation's  shareholders had deposited approximately 693,110 Common
Shares and  3,929,544  Class A Non-Voting  Shares in  acceptance  of  Smithfield
Canada's offer, representing  approximately 94% of the outstanding Common Shares
and 59% of the outstanding Class A Non-Voting  Shares.  As a result,  Smithfield
Canada  owns  94% of the  votes  and  62.5% of the  total  equity  of  Schneider
Corporation.

         Smithfield Canada issued  approximately  2,505,000  Exchangeable Shares
under the offer.  Each  Exchangeable  Share is exchangeable by the holder at any
time for one common share of Smithfield Foods.

         A copy of a news release  issued by the Registrant on December 2, 1998,
is filed herewith as Exhibit 99.






                            SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                           SMITHFIELD FOODS, INC.
                           (Registrant)

                           By:  /s/ Aaron D. Trub
                                  (Signature)

                                 Aaron D. Trub
                                 Vice President, Chief Financial
                                 Officer and Secretary



Dated:   December 2, 1998