News Release

PITTSBURG, Texas, Dec. 8 /PRNewswire-FirstCall/ -- Pilgrim's Pride Corporation (NYSE: PPC), the second-largest poultry producer in the United States, today announced the pricing of a public offering of 10,000,000 shares of its common stock being sold by ConAgra Foods, Inc. at $29.50 per share. The company will not receive any of the net proceeds from the sale of the shares by ConAgra Foods. The offering is scheduled to close on December 13, 2004. ConAgra Foods also granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock to cover over-allotments, if any. Merrill Lynch & Co., JPMorgan and Lehman Brothers acted as joint book-running managers, Credit Suisse First Boston, Citigroup and Morgan Stanley acted as senior co-managers and Banc of America Securities LLC, Deutsche Bank Securities and Harris Nesbitt acted as co-managers. Following completion of the offering, the remaining shares of common stock held by ConAgra Foods will remain subject to restrictions contained in the registration rights agreement between ConAgra Foods and the company and the underwriting agreement related to the offering, which provide among other things that, without the consent of the company, ConAgra Foods may not sell any additional shares of the company's common stock until one year following completion of the offering, at which time, unless the company otherwise agrees, ConAgra Foods may sell a number of shares equal to the difference between 16,962,036 shares and the total number of shares sold in this offering, including the optional over-allotment shares, if any, exercised by the underwriters. The remaining 8,481,018 shares of common stock held by ConAgra Foods would become saleable two years following the completion of the offering.

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The shelf registration statement relating to the foregoing has previously been filed and declared effective by the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time that the prospectus supplement and related prospectus are delivered in final form. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such states.

    A prospectus meeting the requirements of Section 10 of the Securities Act
may be obtained from:

     Merrill Lynch & Co.       JPMorgan                  Lehman Brothers
     Prospectus Department     Prospectus Department     Prospectus Department
     4 World Financial Center  One Chase Manhattan Plaza 745 Seventh Avenue
     New York, NY  10080       New York, NY  10081       New York, NY  10019
     (212) 449-1000            (212) 552-5164            (212) 526-7000

   
SOURCE  Pilgrim's Pride Corporation