PIERRE FOODS LLC

FRESH FOODS INC S-4

S-4

RESTATED ARTICLES OF INCORPORATION

EX-3.1

OPINION LETTER MCGUIRE WOODS

EX-5

EMPLOYMENT CONTRACT/6-30-98/CLARK

EX-10.18

EMPLOYMENT CONTRACT/1-29-98/MILLER

EX-10.19

CONSULTING & NONCOMPETITION AGREEMENT/CONNOR

EX-10.20

EMPLOYMENT CONTRACT/3-4-98/WOODHAMS

EX-10.21

CHANGE IN CONTROL AGREEMENT DATED 1-29-1998

EX-10.28

COMPUTATION OF PER SHARE EARNINGS

EX-11

CALCULATION OF RATIOS OF EARNINGS TO FIXED CHARGES

EX-12

CONSENT OF DELOITTE & TOUCHE

EX-23.2

FORM T-1 STATEMENT OF ELIGIBILITY

EX-25

LETTER OF TRANSMITTAL

EX-99.1

INSTRUCTIONS TO REGISTERED HOLDER

EX-99.2

NOTICE OF GUARANTEED DELIVERY

EX-99.3

GUIDELINES FOR CERTIFICATION OF TAXPAYER ID

EX-99.4