PILGRIMS PRIDE CORP
EXHIBIT 10-37
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-37.txt
<DESCRIPTION>EXHIBIT 10-37
<TEXT>
                             Exhibit 10.37


         SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
("SECOND AMENDMENT") is made as of June 17, 2002 ("EXECUTION DATE"), by and
between COBANK, ACB ("COBANK") as the Administrative, Documentation and
Collateral Agent for the benefit of the present and future Syndication
Parties (in its capacity as Administrative Agent and Collateral Agent, the
"ADMINISTRATIVE AGENT"), Lead Arranger and Book Manager, and as a
Syndication Party, FARM CREDIT SERVICES OF AMERICA, FLCA, as Co-Arranger
and as a Syndication Party, the Syndication Parties whose signatures appear
below, and PILGRIM'S PRIDE CORPORATION, a Delaware corporation, whose
address is 110 South Texas Street, Pittsburg, Texas 75686, ("BORROWER").

                              R E C I T A L S

     A.   CoBank, in its capacity as Administrative and Documentation Agent
for the benefit of the present and future Syndication Parties, Lead
Arranger and Book Manager, and as a Syndication Party, Farm Credit Services
of America, FLCA as Co-Arranger and as a Syndication Party and certain
other Syndication Parties, and Borrower, entered into that certain Amended
and Restated Credit Agreement dated as of November 16, 2000, and that
certain First Amendment to Amended and Restated Credit Agreement dated as
of December 14, 2001 ("FIRST AMENDMENT") (as amended by the First Amendment
and as amended, modified, supplemented, restated or replaced from time to
time in the future, the "CREDIT AGREEMENT") pursuant to which the
Syndication Parties agreed to make to Borrower (a) a 7 Year Loan in the
amount of $115,000,000 and (b) a 10 Year Loan in the amount of $285,000,000
upon the terms and conditions set forth in the Credit Agreement.

     B.   Borrower now desires to amend the Credit Agreement, which the
Syndication Parties are willing to do under the terms and conditions as set
forth in this Second Amendment.

                            A G R E E M E N T S

     Now, therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower, Administrative Agent
and the Syndication Parties hereby agree as follows:

      1.    AMENDMENT TO CREDIT AGREEMENT.  The Credit Agreement is hereby
amended as of the Effective Date as follows:

          1.1  "WLR Turkey Assets" is deleted from the list of definitions
following Section 1.115, and a new Section 1.116 is added reading as
follows:

          1.116  WLR TURKEY ASSETS: means all of Borrower's and its
     Subsidiaries' assets relating to or used in connection with its turkey
     line of business including, without limitation, all inventory and
     receivables and all real property interest, furniture, fixtures and
     equipment located at, or used in connection with, the turkey hatching,
     raising, slaughtering, processing, packaging, and shipping operations
     and facilities identified on Part B of EXHIBIT 7.3 hereto.

          1.2  Section 1.15 is amended in its entirety to read as follows:

          1.15  AVAILABLE AMOUNT: the lesser of (a) $400,000,000.00 and
     (b) seventy-five percent (75%) of the Appraised Value (as shown on the
     latest Available Amount Report pursuant to the latest Appraisal as
     provided pursuant to the 1999 Credit Agreement or this Credit
     Agreement, whichever is later) of the Collateral in which the
     Syndication Parties have a perfected first priority lien (without
     considering the lien which secures, but after deducting from the
     Appraised Value the amount owing under, any Pari Passu Loan).

          1.3  Section 5.4 is amended in its entirety to read as follows:

          5.4  MANDATORY PREPAYMENTS:  Borrower shall be required to make
     prepayments ("MANDATORY PREPAYMENTS") in each of the following events
     (a) in the event any of the Collateral (including, after the Merger
     Consummation Date, whether or not the Administrative Agent has, for
     the benefit of the Syndication Parties, been granted a lien thereon,
     the Acquisition Stock, the Wampler Securities Collateral, and the WLR
     Chicken Assets) is the subject of a Casualty Event, a Mandatory
     Prepayment equal to the amount of the Casualty Proceeds received by
     Borrower, Survivor, or Subsidiary Merger Survivor on account thereof
     (provided that no such Mandatory Prepayment shall be required to the
     extent that Borrower, Survivor, or Subsidiary Merger Survivor, as
     applicable, use such Casualty Proceeds for repair or replacement for
     any Casualty Event if the amount of Casualty Proceeds does not exceed
     $25,000,000.00, or such higher amount as may be approved by the
     Required Lenders at their discretion, and so long as (i) a contract
     for such repair or replacement is entered into within 180 days of such
     Casualty Event for such repairs and/or the acquisition of such
     replacements, (ii) such repair or replacement is effected within 360
     days of such Casualty Event, and (iii) any such replacements are
     covered by the lien in favor of the Administrative Agent on the
     Collateral); (b) upon the issuance of any equity securities in a
     capital raising transaction resulting in net proceeds to Borrower of
     an amount in excess of $10,000,000.00, a Mandatory Prepayment equal to
     fifty percent (50%) of net proceeds of such offering of equity
     securities to the extent they are not used, under the conditions set
     forth below, for acquisitions and/or capital investment within 360
     days of receipt; (c) upon sale or other disposition of any non-current
     assets (except for sales in the ordinary course of business) (i) which
     are not a part of the Collateral (other than the WLR Turkey Assets), a
     Mandatory Prepayment equal to one hundred percent (100%) of the net
     proceeds in excess of $5,000,000 received by Borrower, Survivor, or
     Subsidiary Merger Survivor to the extent that they are not used, under
     the conditions set forth below, for acquisitions and/or capital
     investment within 360 days of receipt by Borrower, Survivor, or
     Subsidiary Merger Survivor, as applicable, or (ii) which are a part of
     the Collateral (including, after the Merger Consummation Date, whether
     or not the Administrative Agent has, for the benefit of the
     Syndication Parties, been granted a lien thereon, the Acquisition
     Stock, the Wampler Securities Collateral, and the WLR Chicken Assets),
     a Mandatory Prepayment equal to one hundred percent (100%) of the net
     proceeds in excess of $5,000,000 received by Borrower, Survivor, or
     Subsidiary Merger Survivor to the extent that they are not used, under
     the conditions set forth below, for acquisitions and/or capital
     investment within 360 days of receipt by Borrower, Survivor, or
     Subsidiary Merger Survivor, as applicable, which are covered by a lien
     in favor of the Administrative Agent; and (d) at any time that the
     aggregate outstanding principal balance owing (i) under the 7 Year
     Revolving Loan and the 10 Year Revolving Loan (including the Converted
     Loans) exceeds the Available Amount or (ii) under either the 7 Year
     Revolving Loan or the 10 Year Revolving Loan (including the 7 Year
     Converted Loans or the 10 Year Converted Loans, as applicable) exceeds
     the Aggregate 7 Year Commitment or the Aggregate 10 Year Commitment,
     respectively, as either of them may be reduced from time to time, a
     Mandatory Prepayment equal to the amount of such excess.  In each case
     of proceeds from any offering of equity securities and from any sale
     or other disposition of assets other than the WLR Turkey Assets, to
     avoid Mandatory Prepayment based thereon, Borrower, Survivor, or
     Subsidiary Merger Survivor, as applicable, must, within 180 days of
     receipt of such proceeds, have used such proceeds for acquisitions
     and/or capital investments or executed a binding definitive contract
     for such acquisitions and/or capital investments.  Mandatory
     Prepayments made (x) pursuant to clause (d) of this Section and
     applied to Converted Loans or (z) pursuant to clauses (a), (b), and
     (c) of this Section, will, in either case, result in a permanent
     reduction of the Aggregate 7 Year Commitment and the Aggregate 10 Year
     Commitment to the extent of the Mandatory Payments applied to each
     such Facility.  Mandatory Prepayments under clauses (a), (b), or
     (c) shall be due no later than 10 Banking Days after the expiration of
     the applicable acquisition or capital investment period set forth
     above, and Mandatory Prepayments under (d) shall be due the next
     Banking Day following such occurrence.  In determining the amount of
     Mandatory Prepayment required under clauses (a) or (c)(ii), Borrower
     shall be permitted to make any prepayment required on account of such
     Casualty Event or sale under any Pari Passu Loan (in a maximum amount
     no greater than the pro rata portion based on total outstanding
     principal balances of such loan and the Facilities), and in
     determining the amount of Mandatory Prepayment required under clauses
     (b) and (c)(i), Borrower shall, without duplication regarding payments
     made on account of any Pari Passu Loan, be permitted to make any
     prepayment required on account of such sale under any secured or
     unsecured credit facility which is not expressly subordinate to the
     Facilities in a maximum amount, with respect only to such unsecured
     facilities, of no greater than the pro rata portion based on the total
     outstanding principal balances owing under such unsecured facility to
     the sum of the total outstanding principal balances owing under all
     such unsecured facilities and under the Facilities.

          1.4  Section 7.1 is amended in its entirety to read as follows:

          7.1  BORROWER'S COLLATERAL: As security for the payment and
     performance of all obligations of Borrower to the Administrative
     Agent, to FCSA (with respect to the obligations of Borrower under
     Article 6 hereof), and to all present and future Syndication Parties,
     including but not limited to principal and interest under the Notes,
     purchases of Bank Equity Interests, fees, Funding Losses,
     reimbursements, and all other Bank Debt or obligations under any of
     the Loan Documents, Borrower shall grant to, and maintain for, the
     Administrative Agent, for the benefit of FCSA (to the extent of
     Borrower's obligations with respect to Bank Equity Interests), and for
     the benefit of all present and future Syndication Parties, a first
     lien and security interest, pursuant to the Security Documents,
     subject only to (i) purchase money security interests which would
     qualify as Permitted Encumbrances, and (ii) Permitted Encumbrances
     described in Section 11.3(a) hereof, in the following ("BORROWER
     COLLATERAL") in accordance with the timing set forth in Section 10.3
     hereof:  (a) all of Borrower's real property interest, furniture,
     fixtures and equipment located at, or used in connection with, the
     poultry hatching, raising, slaughtering, processing, packaging, and
     shipping operations and facilities identified on EXHIBIT 7.1 hereto;
     (b) all of Borrower's issued and outstanding common and preferred
     stock in (i) Acquisition Corp ("ACQUISITION STOCK"), and (ii)
     following the consummation of the Merger, in Survivor, and (iii)
     following the consummation of the Subsidiary Merger, in Subsidiary
     Merger Survivor (the stock referred to in clauses (ii) and/or (iii)
     the "SURVIVOR STOCK"); and (c) all proceeds with respect to the assets
     described in clauses (a) and (b) above and all insurance policies in
     connection with the assets described in clauses (a), (b) and
     (c) hereof and the proceeds thereof, in each case whether now owned or
     hereafter acquired; provided that only FCSA shall have a lien on the
     Bank Equity Interests and none of the Syndication Parties shall have a
     lien thereon.  Borrower shall execute and deliver to the
     Administrative Agent, for the benefit of the Syndication Parties, the
     Security Documents to evidence the security interest of the
     Administrative Agent, for the benefit of the Syndication Parties, in
     the Borrower Collateral, together with such financing statements or
     other documents as the Administrative Agent shall reasonably request.
     Borrower shall also execute such further security agreements,
     mortgages, deeds of trust, financing statements, assignments or other
     documents as the Administrative Agent shall reasonably request from
     time to time, in form and substance as the Administrative Agent shall
     specify, to establish, confirm, perfect or provide notice of the
     Administrative Agent's security interest (for the benefit of the
     Administrative Agent and all Syndication Parties) in the Borrower
     Collateral.

          1.5  Section 7.3 is amended in its entirety to read as follows:

          7.3  GUARANTOR'S COLLATERAL: As security for the payment and
     performance of all obligations of Acquisition Corp. to the
     Administrative Agent and to all present and future Syndication Parties
     under the Acquisition Guaranty, Survivor and the Subsidiary Merger
     Survivor, as applicable, shall grant to, and maintain for, the
     Administrative Agent, for the benefit of all present and future
     Syndication Parties, a first lien and security interest, pursuant to
     the Security Documents in the following ("WAMPLER COLLATERAL") in
     accordance with the timing set forth in Section 10.3 hereof: (a) all
     of Survivor's stock in Wampler, and all rights, including the rights
     to distributions, thereunder ("WAMPLER SECURITIES COLLATERAL"); (b)
     all of Survivor's and Subsidiary Merger Survivor's real property
     interest, furniture, fixtures and equipment located at, or used in
     connection with, the poultry hatching, raising, slaughtering,
     processing, packaging, and shipping operations and facilities
     identified on Part A of EXHIBIT 7.3 hereto ("WLR CHICKEN ASSETS"); and
     (c) all proceeds with respect to the assets described in clauses
     (a) and (b) above and all insurance policies in connection with the
     assets described in clauses (a), (b), and (c) hereof and the proceeds
     thereof, in each case whether now owned or hereafter acquired.
     Survivor and Subsidiary Merger Survivor, as applicable shall execute
     and deliver to the Administrative Agent, for the benefit of the
     Syndication Parties, the Wampler Security Documents to evidence the
     security interest of the Administrative Agent, for the benefit of the
     Syndication Parties, in the Wampler Collateral, together with such
     financing statements or other documents as the Administrative Agent
     shall reasonably request.  Survivor and Subsidiary Merger Survivor, as
     applicable, shall also execute such further security agreements,
     mortgages, deeds of trust, financing statements, assignments or other
     documents as the Administrative Agent shall reasonably request from
     time to time, in form and substance as the Administrative Agent shall
     specify, to establish, confirm, perfect or provide notice of the
     Administrative Agent's security interest (for the benefit of the
     Administrative Agent and all Syndication Parties) in the Wampler
     Collateral.

          1.6  Subsection 10.2.11 is amended in its entirety to read as
    follows:

          10.2.11  AVAILABLE AMOUNT REPORTS: If any Advance is made during
     any Fiscal Quarter, then, no later than forty-five (45) days after the
     end of such Fiscal Quarter, unless the outstanding principal balance
     owing under the Facilities on any Advance Date (including the Advance
     requested for such date in a Borrowing Notice) exceeds ninety percent
     (90%) of the Aggregate Commitment, in which case an Available Amount
     Report effective as of the date of such Borrowing Notice must
     accompany the Borrowing Notice (the appropriate date in either case
     being the "AVAILABLE AMOUNT REPORT DEADLINE"), a report in the form of
     EXHIBIT 10.2.11 attached hereto ("AVAILABLE AMOUNT REPORT") effective
     as of the last day of such Fiscal Quarter or the date of such
     Borrowing Notice, as applicable.  Any time that, in connection with a
     Pari Passu Loan, Borrower requests the Administrative Agent to execute
     an Intercreditor Agreement, Borrower shall provide to the
     Administrative Agent an endorsement to the Title Policy increasing the
     amount of insurance provided thereby (or a new Title Policy in the
     full amount, including any such increase) if the following two
     conditions have occurred:  (a) the maximum amount available under such
     Pari Passu Loan, together with the maximum amounts available under all
     Pari Passu Loans entered into since the most recent increase in the
     amount of the Title Policy, is equal to or greater than
     $25,000,000.00, and (b) Borrower has since the most recent increase in
     the amount of the Title Policy, provided to the Administrative Agent
     one or more Available Amount Reports which, in the aggregate, reflect
     an increase in the Appraised Value of the real estate (including any
     structures or other improvements thereon, other than
     equipment) included in the Collateral in an amount equal to or greater
     than $25,000,000.00; provided that Borrower shall not be required to
     provide such endorsement or new Title Policy on account of Available
     Amount Reports which increase the Available Amount based solely on the
     WLR Chicken Assets so long as (i) no part of the WLR Chicken Assets
     are used in calculating whether a Pari Passu Loan is permitted under
     this Subsection and (ii) none of the WLR Chicken Assets are used as
     security for any such Pari Passu Loan.  In the event an increase in
     the amount of insurance available under the Title Policy is required
     pursuant to the preceding sentence, the amount of such increase shall
     be the amount of the aggregate increase in Appraised Value determined
     as provided in clause (b) thereof; provided that in no event shall
     Borrower be required to increase the amount of insurance provided
     under the Title Policy to the extent it would result in the amount
     thereof being an amount in excess of (x) during the Availability
     Period, the Aggregate Commitment, or (y) at any time after the end of
     the Availability Period, the amount of Bank Debt owing.  In the event
     the parcel or parcels of real estate with respect to which there has
     been an increase in Appraised Value are insured by separate Title
     Policies, the increase in insured amount required above need only be
     provided with respect to those Title Policies.

          1.7  Subsection 10.2.12 is amended in its entirety to read as
follows:

          10.2.12  APPRAISALS:  Borrower shall provide the Administrative
     Agent with Appraisals covering all interests required to be included
     within the Collateral: (a) on December 14, 2002 and on each two year
     anniversary thereof, provided that if the Leverage Ratio for the
     Fiscal Quarter immediately preceding (or ending on) such date is less
     than fifty percent (50%), this requirement will be deferred on a
     Fiscal Quarter basis so long as such ratio is maintained, provided
     further that, unless otherwise agreed by the Required Lenders, any
     such deferrals shall be for no more than 24 months, so that in any
     event an Appraisal will be required no later than four years after the
     date the last previous Appraisal was required; and  (b) as may be
     required in connection with Pari Passu Loans as provided herein.

          1.8  Section 10.3 is amended in its entirety to read as follows:

          10.3  GRANT OF LIENS ON WLR RELATED ASSETS: Borrower shall cause
     Acquisition Corp. and/or Survivor, and/or Subsidiary Merger Survivor
     to, grant to the Administrative Agent, for the benefit of the
     Syndication Parties, a first priority lien on the Wampler Securities
     Collateral and the WLR Chicken Assets, and with respect to such assets
     take the actions in accordance with the following time table:

          1.9  Clause (e) of Subsection 10.3.3 is amended in its entirety
to read as follows:

          (e) The Administrative Agent shall have received in form and
     substance satisfactory to the Administrative Agent: (i) documents,
     certified to be true and correct by the Secretary or Assistant
     Secretary of Borrower, evidencing all corporate action taken by
     Survivor and Subsidiary Merger Survivor to authorize (including the
     specific names and titles of the persons authorized to so act the
     execution, delivery and performance of the Wampler Security Documents
     to which it is a party and which relate to WLR Chicken Assets, and a
     certificate of the Secretary or Assistant Secretary of Borrower, dated
     the Closing Date, certifying the names and true signatures of the
     Authorized Officers; (ii) documents, certified to be true and correct
     by the Secretary or Assistant Secretary of Survivor and Subsidiary
     Merger Survivor, evidencing all corporate action taken by such Person
      to authorize (including the specific names and titles of the persons
     authorized to so act) the execution, delivery and performance of such
     Wampler Security Documents, and (iii) evidence satisfactory to it that
     all consents and approvals of governmental authorities and third
     parties which are with respect to Survivor and/or Subsidiary Merger
     Survivor necessary for, or required as a condition of the validity and
     enforceability of such Wampler Security Documents to which it is a
     party.

          1.10 Subsection 10.3.4 is deleted in its entirety.

          1.11 Section 10.15 is amended in its entirety to read as follows:

          1.12 10.15  APPRAISED PROPERTY: No Available Amount Report will
be based in any part on the Appraised Value of any real property, or
improvements, fixtures, machinery or equipment located on any real
property, not, in either case, described in the deeds of trust executed, on
or prior to the date of such Available Amount Report, by Borrower in
connection with this Credit Agreement.

          1.13 Clause (f) of Section 11.1 is amended in its entirety to
read as follows:

          (f) secured Debt (other than Bank Debt and the Pari Passu
     Loans) in an aggregate amount at any time outstanding of up to the sum
     of (i) eighty-five percent (85%) of the book value of the outstanding
     accounts receivable of Borrower and its Subsidiaries (as such account
     receivable would be shown on a consolidated balance sheet of Borrower
     and its Subsidiaries prepared in accordance with GAAP), less allowance
     for doubtful accounts, PLUS (ii) seventy-five percent (75%) of the
     higher of book value or fair market value, determined in accordance
     with GAAP, of the assets of Borrower and its Subsidiaries, but
     excluding from such calculation under this clause (ii), the assets
     covered by clause (i), the Collateral (including, after the Merger
     Consummation Date, whether or not the Administrative Agent has, for
     the benefit of the Syndication Parties, been granted a lien thereon,
     the WLR Chicken Assets), and good will, MINUS (iii) amounts owing
     under the Harris Loan and under the Hancock Loan;

          1.14 Clauses (g), (h), and (i) of Section 11.3 are amended in
their entirety to read as follows:

          (g) Liens, other than on the Collateral (including, after the
     Merger Consummation Date, whether or not the Administrative Agent has,
     for the benefit of the Syndication Parties, been granted a lien
     thereon, the Acquisition Stock, the Wampler Securities Collateral, and
     the WLR Chicken Assets), securing its reimbursement obligations under
     any letter of credit issued in connection with the acquisition of an
     asset; provided that (i) the lien attaches only to such asset, and
     (ii) the lien is released upon satisfaction of such reimbursement
     obligation;

          (h) Liens on the Collateral (including, after the Merger
     Consummation Date, whether or not the Administrative Agent has, for
     the benefit of the Syndication Parties, been granted a lien thereon,
     the Acquisition Stock, the Wampler Securities Collateral, and the WLR
     Chicken Assets) in connection with the Bank Debt or any permitted Pari
     Passu Loan;

          (i) Liens on assets of Borrower or its Subsidiaries, other than
     on the Collateral (including, after the Merger Consummation Date,
     whether or not the Administrative Agent has, for the benefit of the
     Syndication Parties, been granted a lien thereon, the Acquisition
     Stock, the Wampler Securities Collateral, and the WLR Chicken Assets),
     to secure indebtedness permitted under Sections 11.1(f) and 11.1(i);
     and

          1.15 Section 11.4 is amended in its entirety to read as follows:

          11.4  SALE OF ASSETS: Borrower shall not (nor shall it permit any
     of its Subsidiaries to) sell, convey, assign, lease or otherwise
     transfer or dispose of, voluntarily, by operation of law or otherwise,
     any of the Collateral (including, after the Merger Consummation Date,
     whether or not the Administrative Agent has, for the benefit of the
     Syndication Parties, been granted a lien thereon, the Acquisition
     Stock, the Wampler Securities Collateral, and the WLR Chicken
     Assets) except the sale of assets disposed of in the ordinary course
     of business, and which are either replaced or are no longer necessary
     or useful for the business conducted at the facilities which are
     included within the Collateral (including, whether or not the
     Administrative Agent has, for the benefit of the Syndication Parties,
     been granted a lien thereon, the Acquisition Stock, the Wampler
     Securities Collateral, and the WLR Chicken Assets).

     2.   CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT.  The
effectiveness of this Second Amendment is subject to satisfaction, in the
Administrative Agent's sole discretion, of each of the following conditions
precedent:

          2.1  REPRESENTATIONS AND WARRANTIES.  The representations and
warranties of Borrower shall be true and correct in all material respects
on and as of the Effective Date as though made on and as of such date.

          2.2  NO EVENT OF DEFAULT.  No Event of Default shall have
occurred and be continuing under the Credit Agreement as of the Execution
Date.

          2.3  EXECUTION AND DELIVERY.  Receipt by the Administrative Agent
of a copy of this Second Amendment, duly executed by all requisite parties.

          2.4  SCHEDULE OF APPRAISED VALUES.  Receipt by the Administrative
Agent of a report, certified to by Borrower's Chief Financial Officer,
showing, for each of the facilities included within the Borrower Collateral
and the Wampler Collateral and upon which the Available Amount is based:
(a) the address, physical description, and function; (b) the Appraised
Value (separated as to (i) machinery and equipment, (ii) building
improvements, and (iii) land); and (c) the date of the Appraisal from which
the Appraised Value has been determined.

          2.5  AMENDMENT FEE.  Borrower's payment to the Administrative
Agent, by wire transfer, of a fee in the amount of $100,000.00 ("AMENDMENT
FEE") to be distributed to the Syndication Parties in the manner determined
by the Administrative Agent and disclosed to the Syndication Parties.

     3.   GENERAL PROVISIONS.

          3.1  NO OTHER MODIFICATIONS.  The Credit Agreement shall remain
in full force and effect except as specifically amended by this Second
Amendment

          3.2DEFINITIONS.  Capitalized terms shall have the meanings set
forth herein, if defined herein.  Capitalized terms used, but not defined,
herein shall have the meanings given to such terms in the Credit Agreement
if defined therein.

          3.3PRIOR ACTIONS.  Nothing in this Second Amendment shall affect
any previous actions, waivers, or lien releases.

          3.4  SEVERABILITY.  Should any provision of this Second Amendment
be deemed unlawful or unenforceable, said provision shall be deemed several
and apart from all other provisions of this Second Amendment and all
remaining provisions of this Second Amendment shall be fully enforceable.

          3.5  GOVERNING LAW.  This Second Amendment shall be governed by,
interpreted and enforced in accordance with the laws of the State of
Colorado.

          3.6  HEADINGS.  The captions or headings in this Second Amendment
are for convenience only and in no way define, limit or describe the scope
or intent of any provision of this Second Amendment.

          3.7  COUNTERPARTS.  This Second Amendment may be executed by the
parties hereto in separate counterparts, each of which, when so executed
and delivered, shall be an original, but all such counterparts shall
together constitute one and the same instrument.  Each counterpart may
consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto.  Telefax copies of documents
or signature pages bearing original signatures, and executed documents or
signature pages delivered by telefax, shall, in each such instance, be
deemed to be, and shall constitute and be treated as, an original signed
document or counterpart, as applicable.

     This Second Amendment is executed as of the Execution Date.

                              BORROWER:

                              PILGRIM'S PRIDE CORPORATION


                              By: /S/ RICHARD A. COGDILL
                              Name: Richard A. Cogdill
                              Title: Executive Vice President,
                                  Chief Financial Officer,
                                  Secretary & Treasurer

                              ADMINISTRATIVE AGENT:

                              COBANK, ACB


                              By: /S/ BRIAN J. KLATT
                              Name: Brian J. Klatt
                              Title: Vice President

                              CO-ARRANGER:

                              FARM CREDIT SERVICES OF AMERICA, FLCA


                              By: /S/ NATHAN F. BURNHAM
                              Name: Nathan F. Burnham
                              Title:  Vice President


                 [SIGNATURES CONTINUE ON FOLLOWING PAGES]
<PAGE>
                              SYNDICATION PARTIES:

                              COBANK, ACB


                              By: /S/ KEN WARLICK
                              Name: Ken Warlick
                              Title:


                              FARM CREDIT SERVICES OF AMERICA, FLCA


                              By: /S/ NATHAN F. BURNHAM
                              Name: Nathan F. Burnham
                              Title:  Vice President


                              CREDIT AGRICOLE INDOSUEZ


                              By:
                              Name:
                              Title:


                              HARRIS TRUST AND SAVINGS BANK


                              By:
                              Name:
                              Title:


                              SUNTRUST BANK


                              By:
                              Name:
                              Title:

<PAGE>


                              DEERE CREDIT, INC.


                              By:
                              Name:
                              Title:


                              U.S. BANK, National Association (INDIVIDUALLY
                              AND AS SUCCESSOR BY MERGER TO FIRSTAR BANK,
                              N.A.)


                              By:
                              Name:
                              Title:


                              BANK OF TEXAS


                              By:
                              Name:
                              Title:


                              GREENSTONE FARM CREDIT SERVICES, FLCA


                              By: /S/ ALFRED S. COMPTON, JR.
                              Name: Alfred S. Compton, Jr.
                              Title: Vice President/Senior Loan Officer

</TEXT>
</DOCUMENT>
