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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

SMITHFIELD FOODS, INC.
(Name of Issuer)

COMMON STOCK, $0.50 PAR VALUE
(Title of Class of Securities)

832248108
(CUSIP Number)

DECEMBER 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[   ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 18 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields Capital Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5.	SOLE VOTING POWER
NUMBER OF		8,548,507
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		8,548,507
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,548,507
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.2%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5.	SOLE VOTING POWER
NUMBER OF		8,548,507
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		8,548,507
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,548,507
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.2%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields Associates LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5.	SOLE VOTING POWER
NUMBER OF		8,548,507
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		8,548,507
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,548,507
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.2%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jonathon S. Jacobson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

	5.	SOLE VOTING POWER
NUMBER OF		8,548,507
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		8,548,507
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,548,507
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.2%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Richard L. Grubman
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

	5.	SOLE VOTING POWER
NUMBER OF		8,548,507
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		8,548,507
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,548,507
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.2%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields Capital I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5.	SOLE VOTING POWER
NUMBER OF		642,573
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		642,573
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	642,573
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [x]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0.4%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields Capital II LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5.	SOLE VOTING POWER
NUMBER OF		2,247,384
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2, 247,384
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2, 247,384
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [x]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	1.4%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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Page 9 of 18 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields Capital III L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

	5.	SOLE VOTING POWER
NUMBER OF		5,658,550
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		5,658,550
WITH	8.	SHARED DISPOSITIVE POWER
		—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,658,550
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [x]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	3.4%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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Item 1	(a).	Name of Issuer:
		Smithfield Foods, Inc. (the “Issuer”)
Item 1	(b).	Address of Issuer’s Principal Executive Offices:
		200 Commerce Street, Smithfield, VA 23430
Item 2	(a).	Name of Person Filing:
		This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, together with Highfields I and Highfields II, the “Funds”):
		(i)	Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;
		(ii)	Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;
		(iii)	Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds;
		(iv)	Jonathon S. Jacobson, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates;
		(v)	Richard L. Grubman, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates;
		(vi)	Highfields I, a Delaware limited partnership;
		(vii)	Highfields II, a Delaware limited partnership; and
		(viii)	Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands.
		Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2	(b).	Address of Principal Business Office or, if None, Residence:
		Address for Highfields Capital Management, Highfields GP, Highfields Associates,
		Mr. Jacobson, Mr. Grubman, Highfields I and Highfields II:
		c/o Highfields Capital Management LP
		John Hancock Tower
		200 Clarendon Street, 59th Floor
		Boston, Massachusetts 02116

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		Address for Highfields III:
		c/o Goldman Sachs (Cayman) Trust, Limited
		Suite 3307, Gardenia Court
		45 Market Street, Camana Bay
		P.O. Box 896
		Grand Cayman KY1-1103
		Cayman Islands
Item 2	(c).	Citizenship:
		Highfields Capital Management – Delaware
		Highfields GP – Delaware
		Highfields Associates – Delaware
		Jonathon S. Jacobson – United States
		Richard L. Grubman – United States
		Highfields I – Delaware
		Highfields II – Delaware
		Highfields III – Cayman Islands
Item 2	(d).	Title of Class of Securities:
		Common Stock, $0.50 par value
Item 2	(e).	CUSIP Number:
		832248108
Item 3.	Not applicable.

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Item 4.	Ownership.
	For Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman:
	(a)	Amount beneficially owned: 8,548,507 shares of Common Stock
	(b)	Percent of class: 5.2 %
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 8,548,507
		(ii)	Shared power to vote or to direct the vote: —0—
		(iii)	Sole power to dispose or to direct the disposition of: 8,548,507
		(iv)	Shared power to dispose or to direct the disposition of: —0—
	For Highfields I:
	(a)	Amount beneficially owned: 642,573 shares of Common Stock
	(b)	Percent of class: 0.4 %
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 642,573
		(ii)	Shared power to vote or to direct the vote: —0—
		(iii)	Sole power to dispose or to direct the disposition of: 642,573
		(iv)	Shared power to dispose or to direct the disposition of: —0—
	For Highfields II:
	(a)	Amount beneficially owned: 2,247,384 shares of Common Stock
	(b)	Percent of class: 1.4 %
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 2,247,384

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		(ii)	Shared power to vote or to direct the vote: —0—
		(iii)	Sole power to dispose or to direct the disposition of: 2,247,384
		(iv)	Shared power to dispose or to direct the disposition of: —0—
	For Highfields III:
	(a)	Amount beneficially owned: 5,658,550 shares of Common Stock
	(b)	Percent of class: 3.4 %
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 5,658,550
		(ii)	Shared power to vote or to direct the vote: —0—
		(iii)	Sole power to dispose or to direct the disposition of: 5,658,550
		(iv)	Shared power to dispose or to direct the disposition of: —0—

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Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman are directly owned by the Funds. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares of Common Stock owned by the Funds.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	See Exhibit 1 attached hereto.
	Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 832248108	13G/A	Page 15 of 18 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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CUSIP No. 832248108	13G/A	Page 17 of 18 Pages
EXHIBIT INDEX

Exhibit 1.

List of Members of Group

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Exhibit 1

MEMBERS OF GROUP

Highfields Capital Management LP
Highfields GP LLC
Highfields Associates LLC
Jonathon S. Jacobson
Richard L. Grubman
Highfields Capital I LP
Highfields Capital II LP
Highfields Capital III L.P.

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