PILGRIMS PRIDE CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>



                         PILGRIM'S PRIDE CORPORATION

   SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois

The Lenders From Time to Time Parties
to the Credit Agreement Described Below

Ladies and Gentlemen:

     Reference  is  hereby  made  to  that certain Second Amended and Restated
Secured Credit Agreement dated as of November 5, 1999 (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 Company,  the  Agent  and  the  Banks  now  wish  to amend the Credit
Agreement to extend the Termination Date of the Credit Agreement  from May 31,
2004  to  May  31,  2005,  to  increase  the  amount  of  the Revolving Credit
Commitments  from  $50,000,000  to  $100,000,000  and  to amend certain  other
covenants to 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, 2004" appearing therein with the date "May 31, 2005."

   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"):
<TABLE>
<CAPTION>
Harris Trust and Savings Bank             $31,407,142 31.407%
<S>                                      <C>          <C>
U.S. Bancorp Ag Credit, Inc.              $27,428,572 27.429%
CoBank, ACB                               $12,714,286 12.714%
SunTrust Bank, Atlanta                    $20,000,000 20.000%
Credit Agricole Indosuez, Chicago Branch   $8,450,000 8.450%
     Total                               $100,000,000 100%
</TABLE>
     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  definition  of the term "TURKEY BUSINESS SALE DATE" contained in
Section 4.1 of the Credit Agreement shall be deleted in its entirety.

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

          "SECTION  7.8.  LEVERAGE  RATIO.   The  Company will not permit  its
     Leverage Ratio at any time to exceed (a) 0.625  to 1 at any time prior to
     the WLR Acquisition Date, (b) 0.675 to 1 from the  WLR  Acquisition  Date
     through  the  earlier  of  the  date  that  is  two  years  after the WLR
     Acquisition  Date  and the date on which the book value (as of  the  date
     immediately preceding the WLR Acquisition Date) of Turkey Business Assets
     sold, whether in one  transaction  or  in  a  series of transactions over
     time, reaches an aggregate of $30,000,000, and (c) 0.625 to 1 at any time
     thereafter."

   1.5.  Effective  on  the  WLR Acquisition Date, Exhibit  K  to  the  Credit
Agreement shall be replaced by Exhibit K attached 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  Company shall have paid to the Agent for the ratable account  of
the  Banks that  execute  this  Amendment  (the  "CONSENTING  BANKS")  a  non-
refundable  amendment  fee  in  an  amount equal to one-quarter of one percent
(0.25%) of the increase in the amount of such Consenting Bank's Total Exposure
(as defined below) after giving effect  to  this  Amendment.   The term "TOTAL
EXPOSURE" means, as of any time the same is to be determined for any Bank, the
sum  of such Bank's Revolving Credit Commitment and its Commitment  Percentage
of the Bond L/C Exposure at such time.

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.  The  Company hereby requests that Harris extend the Stated Expiration
Date of its Letter of Credit Number SPL 37029 dated June 29, 1999 which Harris
has issued for  the  Company's  account  to  Harris Trust and Savings Bank, as
trustee (the "TRUSTEE") under the Trust Indenture  dated  as  of June 15, 1999
between  Camp County Industrial Development Corporation and the  Trustee  from
May 31, 2002,  to  May  31,  2005.  The Banks hereby consent and agree to such
extension.

   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.




                                     -1-


<PAGE>


Dated as of November ___, 2000.


                                 PILGRIM'S PRIDE CORPORATION


                                 By
                                   Its

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

                                 HARRIS TRUST AND SAVINGS BANK individually
                                   and as Agent


                                 By
                                   Its

                                 U.S. BANCORP AG CREDIT, INC.


                                 By
                                   Its

                                 COBANK, ACB


                                 By
                                   Its

                                 SUNTRUST BANK, ATLANTA


                                 By
                                   Its

                                 CREDIT AGRICOLE INDOSUEZ


                                 By
                                   Its


                                 By
                                   Its




                                     -1-


<PAGE>





                                  EXHIBIT A

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



                             ______________, 2000






Harris Trust and Savings Bank
Chicago, Illinois

U.S. Bancorp Ag Credit, Inc.
Denver, Colorado

CoBank, ACB
Wichita, Kansas

SunTrust Bank, Atlanta
Atlanta, Georgia

Credit Agricole Indosuez
Chicago, Illinois




Ladies and Gentlemen:

     We  have served as counsel to Pilgrim's  Pride  Corporation,  a  Delaware
corporation  (the  "BORROWER"),  in  connection  with  the Second Amendment to
Second Amended and Restated Secured Credit Agreement dated as of ____________,
2000 (the "AMENDMENT").  As such counsel, we have examined  executed  original
of.   Capitalized  terms  used  but not defined herein shall have the meanings
ascribed to those terms in that certain  Second  Amended  and  Rested  Secured
Credit  Agreement by and among the Borrower, Harris Trust and Savings Bank  in
its capacity  as agent ("AGENT") and in its individual capacity, and the other
lenders party thereto  ("BANKS").  As counsel to the Borrower, we are familiar
with the certificate of  incorporation  and  by-laws of the Borrower.  We have
also examined an executed original of the Amendment and 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.

     In our examination, we have assumed the genuineness  of  all  signatures,
the  authenticity  of  all  documents  submitted  to  us  as originals and the
conformity with authentic original documents of all documents  submitted to us
as  copies.   We  have relied upon certificates of governmental officials  and
appropriate representatives  of  the Borrower and upon representations made in
or pursuant to the Amendment and the Loan Documents.

     In rendering the opinions expressed  below, we have assumed, with respect
to all of the documents referred to in this letter, that (except to the extent
set forth in our opinions expressed below as to the Borrower):

          (i)  (a)  such documents have been  duly  authorized,  executed  and
     delivered by all of the parties to such documents, and (b) such documents
     constitute legal,  valid,  binding  and enforceable obligations of all of
     the parties to such documents;

         (ii) all signatories to such documents have been duly authorized; and

        (iii)  all of the parties to such documents  are  duly  organized  and
     validly existing  and  have the power and authority (corporate and other)
     to execute and deliver,  and  to  perform  their  obligations under, such
     documents.

     Based upon and subject to the foregoing and subject also to the comments,
assumptions,  exceptions  and  qualifications  set  forth  below,  and  having
considered such questions of law as we have deemed necessary  as  a  basis for
the opinions expressed below, we are of the opinion that:

     1.  The  Borrower  is a corporation 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 the State of Texas.

     2.  The Borrower has the corporate power 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  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 by the Borrower  of  any  of  the  matters or things
therein  provided  for,  violate  any  provision  of  law or of the respective
certificate of incorporation or by-laws of the Borrower  (there being no other
agreements under which the Borrower is organized) or, to our knowledge, of any
provision of any material indenture or agreement binding upon  the Borrower or
any of its properties or assets.

     3.  The  Amendment  has  been duly authorized by all necessary  corporate
action (no stockholder approval  being  required)  and  has  been executed and
delivered  by the Borrower and constitute the valid and binding  agreement  of
the Borrower enforceable against it in accordance with its respective terms.

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

     5.  To  our  knowledge,  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 reasonably be expected to
result in any material adverse change in the properties, business,  operations
or  condition  of the Borrower or in the value of the collateral security  for
your loans and other credit accommodations to the Borrower.

     The  foregoing   opinions   are   subject   to  the  following  comments,
assumptions, exceptions and qualifications:

    (A)  In  rendering  the  opinion  set forth in paragraph  1  above  as  to
existence and good standing, this firm  has  relied  solely  on the Existence,
Qualification  and  Good  Standing  Certificates  that  this firm received  in
response  to  this  firm's  June  29,  2000  request for confirmation  of  the
existence and good standing of the Borrower in  the  State  of  Delaware,  and
qualification  to  do  business  in  the  State  of  Texas,  copies  of  which
certificates have been furnished to you.

    (B)  In  rendering  the  opinion set forth in paragraph 2 above, this firm
has not conducted any analysis  of  compliance  with  any numeric or financial
standards  contained  in  any material agreement and this  firm  expresses  no
opinion with respect thereto or the effects thereof.

    (C)  The opinions expressed  in  paragraph 3 above are subject to (i) laws
relating  to  bankruptcy, insolvency, reorganization,  moratorium,  fraudulent
conveyance or transfer  or  other  similar  laws  relating to or affecting the
rights of creditors generally, and (ii) principles  of  equity  (regardless of
whether  considered  in a proceeding in equity or at law), including,  without
limitation (a) the possible unavailability of specific performance, injunctive
relief  or  any  other equitable  remedy  and  (b)  concepts  of  materiality,
reasonableness, good faith and fair dealing.

    (D)  This firm  expresses no opinion with respect to the enforceability of
Section 4.6(b) of the  Amendment  or  provisions  in the Amendment relating to
delay  or  omission  of  enforcement  of  rights or remedies,  or  waivers  of
defenses, waivers of nonwaivable benefits bestowed by operation of law; or the
right of any person or entity to institute or maintain any action in any court
or upon matters respecting the jurisdiction of any court.

    (E)  In rendering the portions of the foregoing  opinions  that  involve a
concept  of  materiality, this firm has relied exclusively on the officers  of
the Borrower in determining materiality.

    (F)  In connection with statements herein qualified by "our knowledge," or
as to our examination  has  been  limited to discussions with the officers and
other representatives of the Borrower  by,  and those statements refer only to
what is in the actual current consciousness of, attorneys in the Dallas office
of this firm who have been involved in the representation  of  the Borrower in
connection with the transactions described in the Amendment, and  we have made
no independent investigations as to the accuracy or completeness of any of the
representations, warranties, data or other information, written or  oral, made
or furnished by the Borrower to us or to you.

    (G)  We  are  admitted  to  practice  in the State of Texas.  This opinion
letter is limited in all respects to the laws  of  the  State  of  Texas,  the
federal  laws  of the United States of America and the General Corporation Law
of  the  State of  Delaware,  and  we  assume  no  responsibility  as  to  the
applicability or the effect of any other laws.  No opinion is expressed herein
with respect  to  any laws, ordinances, statutes or regulations of any county,
city or other political subdivision of the State of Texas.

    (H)  This firm  notes  that  the  Amendment  by  its  terms  purport to be
governed  by the laws of the State of Illinois.  While this firm expresses  no
opinion with  respect  to  the laws of the State of Illinois, in rendering the
opinions above, this firm has  assumed  that the internal laws of the State of
Illinois are the same as the internal laws of the State of Texas.  We have not
conducted any analysis to determine if such assumption is correct.

     This  opinion is provided to the addressees,  and  is  provided  only  in
connection with  this transaction and may not be relied upon in any respect by
any other person or for any other purpose.



                                 Respectfully submitted,






<PAGE>


                                  EXHIBIT K


                             EXISTING INVESTMENTS



     1.  Investments,  if  any,  arising  from  the  sale  of receivables at a
discount  pursuant  to  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
Pilgrim's   Pride   Funding   Corporation,  a  Delaware  corporation,  all  or
substantially all of the Company's  receivables  and  Pilgrim's  Pride Funding
Corporation will in turn sell an undivided interest in all of such receivables
to Pooled Accounts Receivable Capital Corporation.

     2.  Land held for Investment.

     3.  Investments  in  an  aggregate  amount  not  to exceed $1,000,000  in
Southern Hens, Inc.

     4.  Investments in Dallas Reinsurance Company, Ltd.

     5.  Investments in Overseas Distribution Solutions LLC.

     6.  Investments  in  equity  interest of Agricultural  Production  Credit
Association ("APCA") as APCA may from  time to time require in accordance with
its by-laws and capital plan.

     7.  Investments in oil and gas interests, upon which the Company receives
royalties and other income.

     8.  Investments  by  WLR  Foods,  Inc.   in   various   publicly   traded
corporations.   Attached to this schedule is a list of companies in which  WLR
Foods, Inc. owns common stock and the number of shares owned.

     9.  Investments  by  WLR  Foods,  Inc.  in  equity  interest  of  Greater
Shenandoah  Valley Development Company ("GSVD") as GSVD may from time to  time
require in accordance with its partnership agreement.

    10.  Investments  by WLR Foods, Inc. in equity interest of Food Processors
Water Cooperative, Inc.  (the  "COOPERATIVE") as the Cooperative may from time
to time require in accordance with its by-laws.

    11.  Investments in equity interest of American Poultry.





<PAGE>


                               WLR FOODS, INC.
                            STOCK CERTIFICATE LIST



<TABLE>
<CAPTION>
                                          CERTIFICATE    NUMBER OF    ISSUE
             ISSUING COMPANY                  NUMBER      SHARES   DATE
<S>                                      <C>             <C>       <C>
Cagle's, Inc.                            CS 720                    01/24/91
Cagle's, Inc.                            CS 1982                   01/15/94
Cagle's, Inc.                            CS 2537                   01/13/95
ConAgra, Inc.                            S79102                    01/29/91
ConAgra, Inc.                            S107010                   12/02/91
Geo. A. Hormel & Company                 CB 76476                  11/26/93
Hormel Foods Corporation                 ZQ S101542                01/26/00
Pilgrim's Pride Corporation              DS 6480                   02/07/91
Pilgrim's Pride Corporation              CA0548                    07/30/99
Sanderson Farms, Inc.                    SFC 3330                  01/31/91
Sanderson Farms, Inc.                    SFC 8574                  02/22/95
Sara Lee Corporation                     ZQ SA00196079  10         01/29/91
Sara Lee Corporation                     ZQ SF00080239  10         12/01/92
Sara Lee Corporation                     ZQ SG00073285  20         12/01/98
Seaboard Corporation                     FBU 952                   11/14/91
Smithfield Foods, Inc.                   CU 95433                  08/23/93
Smithfield Foods, Inc.                   CU 98453                  09/25/97
Southern States Leesburg Cooperative,    X 10509                   01/01/82
Inc.
Supervalu Inc.                           ZQ R042571     12         09/08/99
The Christiana Companies, Inc.           M5529                     12/18/95
Tyson Foods, Inc.                        DA 131859                 02/01/91
Tyson Foods, Inc.                        DA 150625                 04/15/91
Tyson Foods, Inc.                        DA 285535                 02/09/98
Wal-Mart Stores, Inc.                    SL 604101                 07/28/92
Wal-Mart Stores, Inc.                    SL 852665                 02/25/93
Highland Telephone
</TABLE>



</TEXT>
</DOCUMENT>
