Edgar Filing: Lochner James V

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Lochner James V

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2005

3. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [(TSN)]

(Last)

(First)

(Middle)

2210 W. OAKLAWN

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr Grp VP Mar OP,Purch & Logis

5. If Amendment, Date Original Filed(Month/Day/Year)
10/12/2005

(Street)

SPRINGDALE,Â ARÂ 72762

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	90,046 ⁽¹⁾	D	Â
Class A Common Stock	14,668 ⁽²⁾	I	By ESPP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	09/19/2005⁽¹¹⁾⁽¹²⁾	09/19/2013	Class A Common Stock	15,000	$ 13.33	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	09/29/2014	Class A Common Stock	40,000	$ 15.96	D	Â
Performance Shares	Â ⁽⁴⁾⁽⁵⁾	Â ⁽⁴⁾	Class A Common Stock	24,930 ⁽⁶⁾	$ ⁽⁶⁾	D	Â
Performance Shares	Â ⁽⁷⁾	Â ⁽⁷⁾	Class A Common Stock	22,796 ⁽⁶⁾	$ ⁽⁶⁾	D	Â
Incentive Stock Option (right to buy)	Â ⁽⁸⁾	12/21/2005	Class A Common Stock	16,488	$ 10.65	D	Â
Incentive Stock Option (right to buy)	Â ⁽⁸⁾	09/30/2006	Class A Common Stock	5,715	$ 9.97	D	Â
Incentive Stock Option (right to buy)	Â ⁽⁸⁾	08/18/2007	Class A Common Stock	1,957	$ 9.6	D	Â
Incentive Stock Option (right to buy)	Â ⁽⁸⁾	12/23/2007	Class A Common Stock	6,552	$ 8.68	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁸⁾	12/23/2007	Class A Common Stock	10,020	$ 8.68	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁸⁾	08/30/2008	Class A Common Stock	16,572	$ 6.95	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁸⁾	01/31/2010	Class A Common Stock	20,000	$ 6.19	D	Â
Non Qualified Stock Option (right to buy)	Â ⁽⁸⁾	07/01/2011	Class A Common Stock	7,992	$ 10.6	D	Â
Non-Qualified Stock Option (right to buy)	10/15/2003⁽⁹⁾	10/15/2011	Class A Common Stock	15,000	$ 9.32	D	Â
Non Qualified Stock Option (right to buy)	10/10/2004⁽¹⁰⁾	10/10/2012	Class A Common Stock	15,000	$ 9.64	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lochner James V 2210 W. OAKLAWN SPRINGDALE,Â ARÂ 72762	Â	Â	Â Sr Grp VP Mar OP,Purch & Logis	Â

Signatures

/s/ Lochner, James		11/30/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Lochner directly ownes 21,530 shares of common stock and 68,516 shares of restricted common stock.
(2)	The number of shares in the shareholder Employee Stock Purchase Plan was overstated in the original Form 3 due to a clerical error.
(3)	The Stock Option vests at 40% on 09-29-06 and 20% each year thereafter for the following three years.
(4)	The award vests two business days following the Company's public announcement of its earnings for the 2008 fiscal year. One half of the award is based upon a comparison of the market price of Tyson's Class A Common Stock to a peer group of publicly traded companies and the other half by the achievement of the Company of certain return on invested capital measures.
(5)	The awards were effective October 3, 2005, the date the Company priced and determined to offer the filer their new employment contract and the awards. The award agreements were delivered to the filer on October 7, 2005, the date the filer signed their new employment agreement with the Company.
(6)	Each Performance Share that vests entitles holder to 1 share of Class A Common Stock. The number expressed above is the maximum number of shares that can vest under the grant.
(7)	The award vests two business days following the Company's public announcement of its earnings for the 2007 fiscal year. One half of the award is based upon a comparison of the market price of Tyson's Class A Common Stock to a peer group of publicly traded companies and the other half by the achievement of the Company of certain return on invested capital measures.
(8)	Pursuant to the Agreement and Plan of Merger dated January 1, 2001 by and among Issuer, Lasso Acquisition Corporation ("Lasso"), a wholly owned subsidiary of Issuer, and IBP, inc. ("IBP"), all options granted by IBP and outstanding on September 28, 2001 (the date IBP merged with Lasso) converted into options to buy Issuer Class A common stock at a predetermined exchange rate. All options granted prior to the closing of the tender offer for IBP, inc vested on 7-23-01.
(9)	The stock options vest at 40% on 10-15-03 and 20% each year thereafter for 3 years.
(10)	The Stock Options vest at 40% on 10-10-04 and 20% each year thereafter for 3 years.
(11)	This Stock Options vest at 40% on 9-19-05 and 20% each year thereafter for three (3) years.
(12)	Because of a clerical error, this date was previously reported incorrectly.

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