PILGRIMS PRIDE CORP
FIRST AMENDMENT COMERICA
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit1036.txt
<DESCRIPTION>FIRST AMENDMENT COMERICA
<TEXT>




                 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


      This  Amendment  is  entered into as of the 28th day of June, 2002, by and
between by and between GRUPO  PILGRIM'S  PRIDE  FUNDING  S.  de R.L. de C.V., a
Sociedad  de  Responsabilidad Limitada de Capital Variable duly  organized  and
validly existing under the laws of the United Mexican States ("Mexico"), having
its corporate domicile  in  Queretaro,  Mexico  ("Company"  or "Borrower"), and
COMERICA  BANK ("Comerica"), a banking corporation duly organized  and  validly
existing under  the  laws  of  the  State of Michigan, of Detroit, Michigan and
COMERICA BANK  MEXICO, S.A., INSTITUCI{O'}N  DE  BANCA  M{U'}LTIPLE  a  banking
institution   organized   and  existing  under  the  laws  of   Mexico  ("CBM;"
collectively with Comerica, the "Bank").

                                   RECITALS:

      A.    On or about September  7,  2001, the parties entered into a certain
Revolving Credit Agreement (the "Loan Agreement").

      B.    The parties desire to amend the Loan Agreement as set forth herein.

      NOW THEREFORE, for good and valuable  consideration, the parties agree as
follows:

      1.    The first sentence contained in Section  6.7 of the Loan Agreement,
effective as to the date of this Amendment and to continue  through  March  30,
2003, shall be modified to read as follows:

      "In  the  case of the Operating Company, maintain, in accordance with its
      consolidated balance sheet, a minimum Current Ratio of .55 to 1.0 for the
      interim quarterly  and  annual  audited  financial statements, during the
      term thereof."

      Effective as of April 1, 2003, the Current  Ratio  requirement  of .55 to
1.0 shall revert back to 1.25 to 1.0.

      2.    The  first sentence contained in Section 6.8 of the Loan Agreement,
effective as to the  date  of  this Amendment and to continue through March 30,
2003, shall be modified to read as follows:

      "In the case of the Operating  Company,  maintain, in accordance with its
      consolidated balance sheet, a maximum Indebtedness  Ratio  of  1.0 to 1.0
      for  interim  quarterly financial statements and annual audited financial
      statements during the term thereof."

      Effective as of  April 1, 2003, the Indebtedness Ratio requirement of 1.0
to 1.0 shall revert back to .50 to 1.0."

      3.    Subparagraph  (a)  of  the  definition  of "Net Worth" contained in
Section 1 of the Loan Agreement, effective as of the date of this Amendment and
to continue through March 30, 2003, shall be modified to read as follows:

      "(a)  With  respect  to  Operating Company on a consolidated  basis,  its
            Total Assets (other  than patents, patent rights, trademarks, trade
            names,  copyrights,  franchises,  licenses,  goodwill  and  similar
            general intangibles assets)  less:  (i) advances to and/or accounts
            receivables owing from Affiliates (other than Operating Company and
            its   Subsidiaries);   and  (ii)  Total  Liabilities;   and   (iii)
            Intercompany payables to Avicola Pilgrim's Pride de Mexico, S.A. de
            C.V."

      Effective as of April 1, 2003,  the  subparagraph  (iii) shall be deleted
and  the  definition of "Net Worth" shall revert to as set forth  in  the  Loan
Agreement prior to this Amendment.

      4.    The  parties  acknowledge  that clause 6.19 shall be deleted in its
entirety and replaced with the following:

      "6.19 Yearly Audit/Appraisal. Operating Company shall cooperate with Bank
      in  a  yearly  audit of the Inventory  and/or  Accounts  Receivable  (the
      average annual cost  of  which  shall not exceed $3,000) and appraisal of
      the Fixed Assets, the cost of which shall be borne by Borrower."

      5.    This Amendment shall be conditioned  on  the  payment to Bank of an
Amendment fee in the amount of $7,000.00 concurrently herewithin.

      6.    Except  as  expressly  provided  in  this  Amendment,  the  parties
acknowledge that the Loan Agreement is in full force and  effect  and  Borrower
acknowledges  that  there  are  no  defenses  or  setoffs  to any of Borrower's
obligations under the Loan Agreement as of the date hereof.

      7.    Borrower certifies that no Event of Default (as defined in the Loan
Agreement) has occurred and is continuing.

      8.    Borrower  and  Guarantors represent and warrant that  each  of  its
authority  documents  (as identified  in  Section  4.2  and  4.3  of  the  Loan
Agreement) delivered to Bank in connection with the Loan Agreement, are in full
force and effect and have not been modified, repealed or amended since the date
thereof.

      9.    If any provision  of  this  Amendment  shall  be  held  invalid  or
unenforceable,  such  invalidity  or  unenforceability  shall  affect only such
provision and shall not in any manner affect or render invalid or unenforceable
any other provision of this Amendment, and this Amendment shall  be enforced as
if any such invalid or unenforceable provision were not contained herein.

      10.   Except  as  specifically  amended hereby, the Loan Agreement  shall
remain  unchanged  and  shall  be  in full force  and  effect,  enforceable  in
accordance with its terms.




<PAGE>



WITNESS the due execution hereof as of the day and year first above written.


COMERICA BANK                            GRUPO PILGRIM'S PRIDE FUNDING, S.
                                         de RL, de C.V.


By:                                      By:

Its:________________________________     Its:  Attorney-In-Fact



                                         By:      /s/ Fernando Urresta

International Dept. - Latin Group        Its:  Attorney-In-Fact
500 Woodward Ave.                        Avenida 5 de Febrero No. 1408
Detroit, Michigan 48226-3330             Queretaro, Queretaro, Mexico
Facsimile:  __________________           Facsimile:  011 42 17 97 80
                                         Attn: Fernando Urresta

Comerica Bank  Mexico, S.A.


By:_______________________________

Its:_______________________________


_____________________________
_____________________________
_____________________________



<PAGE>




                              ACKNOWLEDGEMENT

The undersigned, Guarantors and Credit  Parties  hereby:   (i) acknowledge  and
consent   to  the  execution,  delivery  and  performance  of  this  Amendment;
(ii) confirm  the  truth and validity of the representations and warranties set
forth herein, to the  extent  such representations an warranties pertain to the
undersigned, respectively, and  (iii) ratify and agree to perform the covenants
and agreements set forth in this  Amendment,  to  the extent such covenants and
agreements specifically pertain to the undersigned, respectively.

GRUPO PILGRIM'S PRIDE FUNDING            AVICOLA PILGRIM'S PRIDE DE
HOLDING, S. de RL  de C.V.               MEXICO, S.A. de C.V.


By:                                      By:

Its:  Attorney-In-Fact                   Its:  Attorney-In-Fact


By:                                      By:

Its:  Attorney-In-Fact                   Its:  Attorney-In-Fact

Address: Same as Borrower                Address: Same as Borrower


PILGRIM'S PRIDE, S.A. de C.V.            PILGRIM'S PRIDE CORPORATION


By:                                      By:   /s/ Richard A. Cogdill

Its:  Attorney-In-Fact                   Its:  Chief Financial Officer

                                         Address:
By:                                      110 South Texas Street
                                         Pittsburg, Texas 75686
Its:  Attorney-In-Fact                   Facsimile: 001 903 856 7505
                                         Attn: Rick Cogdill
Address: Same as Borrower


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