Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Treacy Dennis H.
  2. Issuer Name and Ticker or Trading Symbol
SMITHFIELD FOODS INC [SFD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
200 COMMERCE STREET
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2013
(Street)

SMITHFIELD, VA 23430
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
common stock, par value $.50 09/26/2013   D   22,802 D $ 34 (1) 0 D  
common stock, par value $.50 09/26/2013   D   2,732.94 D $ 34 (1) 0 I Shares held in 401k of reporting person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 21.94 09/26/2013   D     15,000   (2) 06/20/2018 common stock 15,000 $ 12.06 (2) 0 D  
Employee Stock Option (right to buy) $ 15.43 09/26/2013   D     15,000   (2) 06/21/2017 common stock 15,000 $ 18.57 (2) 0 D  
Employee Stock Option (right to buy) $ 13.3 09/26/2013   D     7,500   (2) 07/06/2016 common stock 7,500 $ 20.7 (2) 0 D  
Employee Stock Option (right to buy) $ 23.75 09/26/2013   D     7,500 06/16/2013 06/16/2018 common stock 7,500 $ 10.25 (3) 0 D  
Employee Stock Option (right to buy) $ 32.4 09/26/2013   D     10,000 06/11/2012 06/11/2017 common stock 10,000 $ 1.6 (3) 0 D  
Employee Stock Option (right to buy) $ 31.86 09/26/2013   D     3,000 06/02/2010 06/02/2015 common stock 3,000 $ 2.14 (3) 0 D  
Employee Stock Option (right to buy) $ 30 09/26/2013   D     7,500 05/24/2009 05/24/2014 common stock 7,500 $ 4 (3) 0 D  
Performance Share Units (4) 09/26/2013   A   20,000     (4)   (4) common stock 20,000 $ 0 20,000 D  
Performance Share Units (4) 09/26/2013   D     20,000   (4)   (4) common stock 20,000 $ 34 (4) 0 D  
Performance Share Units (5) 09/26/2013   A   20,000     (5)   (5) common stock 20,000 $ 0 20,000 D  
Performance Share Units (5) 09/26/2013   D     20,000   (5)   (5) common stock 20,000 $ 34 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Treacy Dennis H.
200 COMMERCE STREET
SMITHFIELD, VA 23430
      Executive Vice President  

Signatures

 /s/ by Michael H. Cole, as attorney-in-fact   09/26/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Pursuant to the merger agreement, dated as of May 28, 2013, among Smithfield Foods, Inc., Shuanghui International Holdings Limited and Sun Merger Sub, Inc., these shares were cancelled and converted into the right to receive an amount in cash equal to $34.00 per share.
(2) Pursuant to the merger agreement, these options (which provided for ratable vesting over a three-year period beginning on the grant date) were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such options and (ii) the excess of $34.00 over the exercise price of the options.
(3) Pursuant to the merger agreement, these options were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such options and (ii) the excess of $34.00 over the exercise price of the options.
(4) On June 11, 2013, the reporting person was granted an award with a target amount of 20,000 performance share units (PSUs) under the Company's 2008 Incentive Compensation Plan. Pursuant to the terms of the award and the merger agreement, these PSUs vested at the target amount as of the effective time of the merger and were converted into the right to receive an amount in cash equal to $34.00 per PSU.
(5) On June 14, 2012, the reporting person was granted an award with a target amount of 10,000 PSUs under the Company's 2008 Incentive Compensation Plan. Pursuant to the terms of the award and the merger agreement, these PSUs vested at 200% of the target amount as of the effective time of the merger and were converted into the right to receive an amount in cash equal to $34.00 per PSU.

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