SMITHFIELD, VA. — Smithfield Foods Inc. has priced its previously announced underwritten registered public offering of 21,660,649 shares of its common stock at $13.85 per share.

The company, in connection with the offering, has also given the underwriters a 30-day option to buy up to an additional 3,249,097 shares of common stock to cover over-allotments, if any. The joint bookrunning managers of the offering are Morgan Stanley, Goldman, Sachs & Co., Barclays Capital and J.P. Morgan.

Net proceeds from the offering will be used for working capital and general corporate purposes, with a goal of continuing to strengthen its balance sheet, which may include the retirement of debt, according to Smithfield.

The offering is being made pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission on June 14, 2007. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission.