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<SEC-DOCUMENT>0000088121-01-500004.txt : 20010312
<SEC-HEADER>0000088121-01-500004.hdr.sgml : 20010312
ACCESSION NUMBER:		0000088121-01-500004
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010309

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEABOARD CORP /DE/
		CENTRAL INDEX KEY:			0000088121
		STANDARD INDUSTRIAL CLASSIFICATION:	MEAT PACKING PLANTS [2011]
		IRS NUMBER:				042260388
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		1564627

	BUSINESS ADDRESS:	
		STREET 1:		9000 W. 67TH STREET
		CITY:			SHAWNEE MISSION
		STATE:			KS
		ZIP:			66202
		BUSINESS PHONE:		9136768800

	MAIL ADDRESS:	
		STREET 1:		9000 W. 67TH STREET
		CITY:			SHAWNEE MISSION
		STATE:			KS
		ZIP:			66202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SEABOARD ALLIED MILLING CORP
		DATE OF NAME CHANGE:	19820328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HATHAWAY BAKERIES INC
		DATE OF NAME CHANGE:	19710315
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>ye10k00a.txt
<DESCRIPTION>SEABOARD CORPORATION 10-K
<TEXT>

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                             FORM 10-K


(Mark One)
 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended     December 31, 2000

                                OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________ to
____________________________

Commission file number        1-3390

                       Seaboard Corporation
      (Exact name of registrant as specified in its charter)


         Delaware                                    04-2260388
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

  9000 W. 67th Street, Shawnee Mission, Kansas         66202
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code          (913)676-8800

Securities registered pursuant to Section 12(b) of the Act:

                                        Name of each exchange on
      Title of each class                   which registered

Common Stock                            American Stock Exchange
$1.00 Par Value

Securities registered pursuant of Section 12(g) of the Act:

                               None
                         (Title of class)



     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X         No

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ]


                            (Continued)


State the aggregate market value of the voting stock held by non-
affiliates of the Registrant.  The aggregate market value shall
be computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing.

     $58,600,920 (January 31, 2000)  On such date, 348,815 shares
were held by non-affiliates, and the closing price of the stock
was $168.00 per share.


           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)


Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest
practicable date:  1,487,519.75 shares of Common Stock as of
March 2, 2001.


              DOCUMENTS INCORPORATED BY REFERENCE


Part I, item 1(b), a part of item 1(c)(1) and the financial
information required by item 1(d) and Part II, items 5, 6, 7, 7A
and 8 are incorporated by reference to the Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b).

Part III, a part of item 10 and items 11, 12 and 13 are
incorporated by reference to the Registrant's definitive proxy
statement filed pursuant to Regulation 14A for the 2001 annual
meeting of stockholders (the "2001 Proxy Statement").



     This Form 10-K and its Exhibits (Form 10-K) contain forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which may include statements
concerning projection of revenues, income or loss, capital
expenditures, capital structure or other financial items,
statements regarding the plans and objectives of management for
future operations, statements of future economic performance,
statements of the assumptions underlying or relating to any of
the foregoing statements and other statements which are other
than statements of historical fact.  These statements appear in a
number of places in this Form 10-K and include statements
regarding the intent, belief or current expectations of the
Company and its management with respect to (i) the cost and
timing of the completion of new or expanded facilities, (ii) the
Company's financing plans, (iii) the price of feed stocks and
other materials used by the Company, (iv) the cost to purchase
third-party hogs for processing at the Company's hog plant and
the sale price for pork products from such operations, (v) the
price for the Company's products and services, (vi) the effect of
the Company's sugar business and foreign milling operations on
the consolidated financial statements of the Company, (vii) the
prospects for the Company's investment in wine operations, or
(viii) other trends affecting the Company's financial condition
or results of operations.  Readers are cautioned that any such
forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual
results may differ materially as a result of various factors.
The accompanying information contained in this Form 10-K,
including without limitation, the information under the headings
"Management's Discussion and Analysis of Financial Condition and
Results of Operations", identifies important factors which could
cause such differences.


                             PART I


Item 1.  Business


     (a)  General Development of Business

     Seaboard Corporation, a Delaware corporation, the successor
corporation to a company first incorporated in 1928, and
subsidiaries ("Registrant" or "Company"), is a diversified
international agribusiness and transportation company which is
primarily engaged domestically in pork production and processing,
and cargo shipping.  Overseas, the Company is primarily engaged
in commodity merchandising, flour and feed milling, sugar
production, and electric power generation.  See Item 1(c) (1)
(ii) below for a discussion of developments in specific segments.


     (b)  Financial Information about Industry Segments

     The information required by Item 1 relating to Industry
Segments is hereby incorporated by reference to Note 12 of
Registrant's Consolidated Financial Statements appearing on pages
38 through 42 of the Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this Report.


     (c)  Narrative Description of Business

          (1)  Business Done and Intended to be Done by the Registrant

               (i)  Principal Products and Services

     Registrant produces hogs and processes pork in the United
States and sells fresh pork to further processors, foodservice
and retail, primarily in the western half of the United States
and foreign markets.  Hogs produced at Company owned or leased
facilities as well as third-party hogs are primarily processed at
the Company's processing plant.

     Registrant operates an ocean liner service for containerized
cargo primarily between Florida and ports in the Caribbean Basin
and Central and South America, and a cargo terminal facility at
the Port of Houston.

     Registrant markets grains, oilseeds and oilseed products in
bulk to affiliated companies and third party customers primarily
in Africa, the Caribbean, Central and South America, and the
Eastern Mediterranean.  Registrant operates its own bulk carriers
primarily in the Atlantic Basin to conduct a portion of its
commodity trading activities.  Registrant, by itself or through
non-controlled affiliates, operates milling businesses in Africa,
the Caribbean and South America.

     Registrant operates two power generating facilities in the
Dominican Republic, and produces and refines sugarcane and
produces and processes citrus in Argentina.

     Registrant, by itself or through non-controlled affiliates,
produces and processes pickles, peppers and shrimp in Central and
South America, primarily for export to the U.S.  Registrant also
brokers shrimp for independent growers.  The majority of these
products are transported using the Registrant's shipping line and
distribution facility in Miami, Florida.  The Registrant, through
a joint venture, produces salmon and processes seafood in Maine,
and produces wine in Bulgaria.

     The information required by Item 1 with respect to the
amount or percentage of total revenue contributed by any class of
similar products or services which account for 10% or more of
consolidated revenue in any of the last three fiscal years is
hereby incorporated by reference to Note 12 of Registrant's
Consolidated Financial Statements appearing on pages 38 through
42 of the Registrant's Annual Report to Stockholders furnished to
the Commission pursuant to rule 14a-3(b) and attached as Exhibit
13 to this report.


               (ii) Status of Product or Segment

     In January 2000, the Registrant completed the sale of its
domestic poultry operations.

     Registrant continued to expand its pork segment during 2000
by further investing in pork production and processing
facilities.  During 2000, Registrant acquired approximately
22,000 additional sows, increasing annual production capacity to
more than three million hogs per year.  The Registrant previously
announced plans to commence construction on a second processing
plant in 2001; however, permitting and site issues now make plant
construction in 2001 uncertain.

     During 2000, the Registrant acquired a cargo terminal
business at the Port of Houston.

     During 2000, the Registrant acquired the assets of a milling
operation in the Republic of Congo and purchased a minority
interest in a milling operation in the Kenya.

     During 2000, the Registrant constructed and began operating
a 71.2 megawatt barge-mounted power plant located in the
Dominican Republic.

     In September 2000, the Registrant discontinued the business
of marketing fruits and vegetables grown through joint ventures
or independent growers by selling certain assets of its produce
division.

     In December 2000, the Registrant contributed cash and its
controlling interest in a Bulgarian wine company in exchange for
a non-controlling interest in a larger, Bulgarian wine operation.

     In December 2000, the Registrant's non-controlled seafood
affiliate in Maine signed a non-binding letter of intent to merge
with a large salmon operation in Norway.  Pending the resolution
of certain contract terms, the merger is expected to close in the
second quarter of 2001 resulting in the Registrant holding a
smaller ownership percentage in a larger, merged operation.


               (iii)     Sources and Availability of Raw Materials

     None of Registrant's businesses utilize material amounts of
raw materials that are dependent on purchases from one supplier
or a small group of dominant suppliers.


               (iv) Patents, Trademarks, Licenses, Franchises and Concessions

     The following names of the Registrant's businesses are
registered trademarks: Seaboard, Seaboard Farms and Seaboard
Marine.

     Patents, trademarks, franchises, licenses and concessions
are not material to any of Registrant's other segments.


               (v)  Seasonal Business

     Profits from processed pork are generally higher in the fall
months.  Sugar prices in Argentina are generally lower during the
typical sugar cane harvest period between June and November.  The
Registrant's other segments are not seasonally dependent to any
material extent.


               (vi) Practices Relating to Working Capital Items

     There are no unusual industry practices or practices of
Registrant relating to working capital items.


               (vii)     Depending on a Single Customer or Few Customers

     Registrant does not have sales to any one customer equal to
10% or more of Registrant's consolidated revenues.  All of the
sales of the power segment are to the state-owned electric
company of the Dominican Republic.  No other segments have sales
to a few customers which, if lost, would have a material adverse
effect on any such segment or on Registrant taken as a whole.


               (viii)    Backlog

     Backlog is not material to Registrant's businesses.


               (ix) Government Contracts

     No material portion of Registrant's business involves government
contracts.


               (x)  Competitive Conditions

     Competition in Registrant's pork segment comes from a
variety of national and regional producers and is based primarily
on product performance, customer service and price.  According to
recent trade publications, Registrant ranks as one of the
nation's top five pork producers (based on sows in production)
and top ten pork processors (based on daily processing capacity).

     Registrant's ocean liner service for containerized cargoes
faces competition based on price and customer service.
Registrant believes it is among the top five ranking ocean liner
services for containerized cargoes in the Caribbean Basin based
on cargo volume.

     Registrant's sugar business faces significant competition
for sugar sales in the local Argentine market.  Sugar prices in
Argentina are higher than world markets due to current Argentine
government price protection policies.  The entire Argentine sugar
industry is experiencing financial difficulties with Tabacal and
certain large competitors incurring operating losses in part
because Argentine sugar prices are below historical levels.


               (xi) Research and Development Activities

     Registrant does not engage in material research and
development activities.


               (xii)     Environmental Compliance

     Registrant believes that it is in substantial compliance
with applicable Federal, state and local provisions relating to
environmental protection, including the items disclosed in Item
3. Legal Proceedings, and no significant capital expenditures are
contemplated in this area.


               (xiii)  Number of Persons Employed by Registrant

     As of December 31, 2000, Registrant, excluding non-
consolidated foreign subsidiaries, had 9,884 employees, of whom
5,213 were employed in the United States.


     (d)  Financial Information about Foreign and Domestic
Operations and Export Sales

     The financial information required by Item 1 relating to
export sales is hereby incorporated by reference to Note 12 of
Registrant's Consolidated Financial Statements appearing on pages
38 through 42 of Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this report.

     Registrant considers its relations with the governments of
the countries in which its foreign subsidiaries and affiliates
are located to be satisfactory, but these foreign operations are
subject to the normal risks of doing business abroad, including
expropriation, confiscation, war, insurrection, civil strife and
revolution, currency inconvertibility and devaluation, and
currency exchange controls.  To minimize these risks, Registrant
has insured certain investments in its affiliate flour mills in
Democratic Republic of Congo, Ecuador, Haiti, Lesotho, Mozambique
and Zambia, to the extent deemed appropriate against certain of
these risks with the Overseas Private Investment Corporation, an
agency of the United States Government.  In addition, the Company
has purchased commercial insurance to cover certain forms of
political risk if physical damage is done to certain of its own
and affiliate facilities abroad.


Item 2.  Properties


     (1)  Pork

     The Registrant owns a hog processing plant in Oklahoma with
a double shift capacity of approximately four and one-half
million hogs per year.  Hog production facilities currently
consist of a combination of owned and leased farrowing, nursery
and finishing units supporting 176,500 sows.  Registrant
currently owns six feed mills which have a combined capacity to
produce 1,400,000 tons of feed annually to support the hog
production.  These facilities are located in Oklahoma, Texas,
Kansas and Colorado.

     (2)  Marine

     Registrant leases a 135,000 square foot warehouse and 70
acres of port terminal land and facilities in Florida which are
used in its containerized cargo operations.  Registrant owns
seven ocean cargo vessels with deadweights ranging from 2,813 to
14,545 metric tons.  Registrant timecharters, under short-term
agreements, between twelve and eighteen containerized ocean cargo
vessels with deadweights ranging from 2,600 to 17,511 metric-
tons.  Registrant also bareboat charters, under long-term lease
agreements, three containerized ocean cargo vessels with
deadweights ranging from 12,169 to 12,648 metric tons.
Registrant owns or leases thousands of dry, refrigerated and
specialized containers and related equipment.  Registrant also
leases a 62 acre cargo handling and terminal facility in Houston
including a 550,000 square foot warehouse and a 240,000 square
foot facility with freezer storage and office space.

     (3)  Commodity Trading and Milling

     The Registrant owns in whole or in part 12 milling
operations with capacity to mill over 7,100 metric tons of wheat
and maize flour per day.  In addition, Registrant has feed mill
capacity of 100 metric tons per hour to produce formula animal
feed. The milling operations located in Angola, Democratic
Republic of Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho,
Mozambique, Nigeria, Republic of Congo, Sierra Leone and Zambia
own their facilities; in Kenya, Lesotho, Nigeria, Republic of
Congo and Sierra Leone the land the mills are located on is
leased under long-term agreements.  The Registrant owns seven
9,000 metric-ton deadweight dry bulk carriers.

     (4)  Sugar and Citrus

     Registrant has a controlling interest in an Argentine
company which owns approximately 37,700 acres of planted
sugarcane and approximately 2,700 acres of planted citrus.  In
addition, this company owns a sugar mill with a capacity to
process approximately 165,000 metric tons of sugar per year.

     (5)  Power

     Registrant owns two floating power generating facilities,
with a combined rated capacity of 112 megawatts, both located in
Santo Domingo, Dominican Republic.

     (6)  Other

     Registrant leases 1,900 acres in Honduras for growing
pickles and peppers.  Registrant also leases 40,000 square feet
of refrigerated space and 70,000 square feet of dry space in the
Port of Miami for warehousing produce products.

     Registrant, by itself or through non-controlled affiliates,
operates approximately 2,850 acres of shrimp ponds in Honduras
and Ecuador.  Approximately 1,350 acres are leased and the rest
are owned.

     Registrant, through a joint venture in Maine, owns a company
capable of producing over 15 million pounds of salmon per year
and a company with a 36,000 square foot facility for processing
seafood and related products.

     Management believes that the Registrant's present facilities
are generally adequate and suitable for its current purposes.  In
general, facilities are fully utilized; however, seasonal
fluctuations in inventories and production may occur as a
reaction to market demands for certain products.  Certain foreign
milling operations may operate at less than full capacity due to
low demand related to poor consumer purchasing power.


Item 3.  Legal Proceedings

     The Company is subject to legal proceedings related to the
normal conduct of its business, including as a defendant in a
maritime arbitration claim more fully described in Note 11 of the
consolidated financial statements.

     On June 2, 2000, a Complaint was filed by the Sierra Club
against the Company, Seaboard Farms, Inc. and Shawnee Funding,
Limited Partnership in the United States District Court for the
Western District of Oklahoma, No. CIV-00-979-L, seeking
declaratory relief and civil penalties.  Amended Complaints were
filed August 17, 2000 and February 5, 2001.  The Sierra Club
alleges several violations of the Clean Water Act and a violation
of the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), and intends to seek injunctive relief
and a civil penalty of $25,000 for each day of each violation.
The Company asserts the claims of the Sierra Club are false and
misleading, and intends to contest them vigorously.

     On February 22, 2001, the Sierra Club sent to the Company a
60-day Notice of Intent to Sue under CERCLA and the Emergency
Planning and Community Right-to-Know Act ("EPCRA"), alleging the
failure to notify the National Response Center and local
officials of reportable releases of ammonia and hydrogen sulfide
into the air at eight confined animal feeding operations.  The
letter alleges violations of CERCLA and EPCRA everyday since each
facility obtained an operating license and continuing violation
of CERCLA and EPCRA.  Each authorizes a civil penalty of $25,000
per each day of each violation.  The Company is in the process of
reviewing the allegations, but preliminarily believes they have
no merit, and in the event a lawsuit is filed, will vigorously
defend the suit.

     On December 20, 2000, Seaboard Farms, Inc. received an
Information Request from the United States Environmental
Protection Agency ("EPA") seeking information as to compliance
with the Clean Water Act ("CWA") and the Clean Air Act ("CAA") by
the Company with respect to all of its confined animal feeding
operations ("CAFOs").  In the Information Request, the EPA set
forth that it is investigating whether the Company's CAFOs may be
discharging pollutants to waters of the United States, whether
they have the correct permits for such activities, and whether
some of the operations may be emitting air pollutants equal to or
above major source Prevention of Significant Deterioration
thresholds.  At present, no relief has yet been sought by EPA;
however, should an enforcement action result, EPA may seek (i) to
require the Company to obtain requisite permits in order to
engage in operations; and (ii) civil penalties, as provided under
the CWA and CAA.


Item 4.  Submission of Matters to a Vote of Security Holders

     No matter was submitted during the last quarter of the
fiscal year covered by this report to a vote of security holders.


Executive Officers of Registrant

     The following table lists the executive officers and certain
significant employees of Registrant.  Generally, each executive
officer is elected at the Annual Meeting of the Board of
Directors following the Annual Meeting of Stockholders and holds
his office until the next such annual meeting or until his
successor is duly chosen and qualified.  There are no
arrangements or understandings pursuant to which any executive
officer was elected.

Name (Age)               Positions and Offices with Registrant and Affiliates

H. Harry Bresky (75)     President and Chief Executive Officer of Registrant;
                         President and Treasurer of Seaboard Flour Corporation
                         (SFC)

Joe E. Rodrigues (64)    Executive Vice President and Treasurer
                         (retired February 2001)

Steven J. Bresky (47)    Senior Vice President, International Operations

Robert L. Steer (41)     Senior Vice President, Treasurer and Chief Financial
                         Officer

Rick J. Hoffman (46)     Vice President

David M. Becker (39)     Vice President, General Counsel and Assistant
                         Secretary

James L. Gutsch (47)     Vice President, Engineering

     Mr. H. Harry Bresky has served as President and Chief
Executive Officer of Registrant since February 2001 and
previously as President of Registrant since 1967.  He has served
as President of SFC since 1987, and as Treasurer of SFC since
1973.  Mr. Bresky is the father of Steven J. Bresky.

     Mr. Rodrigues served as Executive Vice President and
Treasurer of Registrant since December 1986, until he retired in
February 2001.

     Mr. Steven J. Bresky has served as Senior Vice President,
International Operations of Registrant since February 2001 and
previously as Vice President of Registrant since April 1989.

     Mr. Steer has served as Senior Vice President, Treasurer and
Chief Financial Officer of Registrant since February 2001 and
previously as Vice President, Chief Financial Officer of
Registrant since April 1998 and as Vice President, Finance of
Registrant since April 1996.  He has been employed by the
Registrant since 1984.

     Mr. Hoffman has served as Vice President of Registrant since
April 1989.

     Mr. Becker has served as Vice President, General Counsel and
Assistant Secretary of Registrant since February 2001 and
previously as General Counsel and Assistant Secretary of
Registrant since April 1998 and as Assistant Secretary of
Registrant since May 1994.

     Mr. Gutsch has served as Vice President, Engineering of
Registrant since December 1998.  He has been employed by the
Registrant since 1984.

                             PART II


Item 5.  Market for Registrant's Common Equity and Related
Stockholder Matters

     The information required by Item 5 is hereby incorporated by
reference to "Stock Listing" and "Quarterly Financial Data"
appearing on pages 44 and 8, respectively, of Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b) and attached as Exhibit 13 to this Report.


Item 6.  Selected Financial Data

     The information required by Item 6 is hereby incorporated by
reference to the "Summary of Selected Financial Data" appearing
on page 7 of Registrant's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as
Exhibit 13 of this Report.


Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

     The information required by Item 7 is hereby incorporated by
reference to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing on pages 9 through
18 of Registrant's Annual Report to Stockholders furnished to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13
to this Report.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The information required by Item 7A is hereby incorporated
by reference to the material under the captions "Financial
Instruments" and "Commodity Instruments" within Note 1 of the
Registrant's Consolidated Financial Statements appearing on page
28, and to the material under the caption "Derivative
Information" within "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing on pages
16 through 18 of the Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this Report.


Item 8.  Financial Statements and Supplementary Data

     The information required by Item 8 is hereby incorporated by
reference to Registrant's "Quarterly Financial Data,"
"Independent Auditors' Report," "Consolidated Statements of
Earnings," "Consolidated Balance Sheets," "Consolidated
Statements of Stockholders' Equity," "Consolidated Statements of
Cash Flows" and "Notes to Consolidated Financial Statements"
appearing on pages 8 and 19 through 43 of Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b) and attached as Exhibit 13 to this Report.


Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

     Not applicable.

                            PART III


Item 10.  Directors and Executive Officers of Registrant


Refer to "Executive Officers of Registrant" in Part I.

     Information required by this item relating to directors of
Registrant has been omitted since Registrant filed a definitive
proxy statement within 120 days after December 31, 2000, the
close of its fiscal year.  The information required by this item
relating to directors is incorporated by reference to "Item 1"
appearing on pages 3 and 4 of the 2001 Proxy statement.  The
information required by this item relating to late filings of
reports required under Section 16(a) of the Securities Exchange
Act of 1934 is incorporated by reference to "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 11 of the
Registrant's 2001 Proxy Statement.


Item 11.  Executive Compensation

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2000, the close of its fiscal year.  The information required by
this item is incorporated by reference to "Executive Compensation
and Other Information," "Retirement Plans" and "Compensation
Committee Interlocks and Insider Participation" appearing on
pages 6 through 9 and 11 of the 2001 Proxy Statement.


Item 12.  Security Ownership of Certain Beneficial Owners and
Management

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2000, the close of its fiscal year.  The information required by
this item is incorporated by reference to "Principal
Stockholders" appearing on page 2 and "Election of Directors" on
pages 3 and 4 of the 2001 Proxy Statement.


Item 13.  Certain Relationships and Related Transactions

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2000, the close of its fiscal year.  The information required by
this item is incorporated by reference to "Compensation Committee
Interlocks and Insider Participation" appearing on page 11 of the
2001 Proxy Statement.

                             PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)  The following documents are filed as part of this report:

          1.   Consolidated financial statements.
               See Index to Consolidated Financial Statements on
               page F-1.

          2.   Consolidated financial statement schedules.
               See Index to Consolidated Financial Statements on
               page F-2.

          3.   Exhibits.

               2.1 - Asset Purchase Agreement by and between
               Seaboard Corporation and ConAgra, Inc., dated
               December 6, 1999.  Incorporated by reference to
               Exhibit 2.1 of Registrant's Form 8-K, dated
               January 3, 2000.

               2.2 - Addendum to Asset Purchase Agreement dated
               December 30, 1999.  Incorporated by reference to
               Exhibit 2.2 of Registrant's Form 8-K, dated
               January 3, 2000.

               2.3 - Amended and Restated Contribution Agreement
               by and among Seaboard Corporation, Somerset
               Limited, the Shareholders of Boyar International
               Limited, Baarsma's Holding B.V., Baring Central
               European Investments B.V. and European Bank for
               Reconstruction and Development, dated December 29,
               2000.

               3.1 - Registrant's Certificate of Incorporation,
               as amended, incorporated by reference to Exhibit
               3.1 of Registrant's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1992.

               3.2 - Registrant's By-laws, as amended.
               Incorporated by reference to Exhibit 2.1 of
               Registrant's Form 10-Q for the quarter ended March
               31, 1999.

               4.1 - Note Purchase Agreement dated December 1,
               1993 between the Registrant and various purchasers
               as listed in the exhibit.  The Annexes and
               Exhibits to the Note Purchase Agreement have been
               omitted from the filing, but will be provided
               supplementally upon request of the Commission.
               Incorporated by reference to Exhibit 4.1 of
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1993.

               4.2 - Seaboard Corporation 6.49% Senior Note Due
               December 1, 2005 issued pursuant to the Note
               Purchase Agreement described above.  Incorporated
               by reference to Exhibit 4.2 of Registrant's Annual
               Report on Form 10-K for the fiscal year ended
               December 31, 1993.

               4.3 - Note Purchase Agreement dated June 1, 1995
               between the registrant and various purchasers as
               listed in the exhibit.  The Annexes and Exhibits
               to the Note Purchase Agreement have been omitted
               from the filing, but will be provided
               supplementally upon request of the Commission.
               Incorporated by reference to Exhibit 4.3 of
               Registrant's Form 10-Q for the quarter ended
               September 9, 1995.

               4.4 - Seaboard Corporation 7.88% Senior Note Due
               June 1, 2007 issued pursuant to the Note Purchase
               Agreement described above.  Incorporated by
               reference to Exhibit 4.4 of Registrant's Form 10-Q
               for the quarter ended September 9, 1995.

               4.5 - Seaboard Corporation Note Agreement dated as
               of December 1, 1993 ($100,000,000
               Senior Notes due December 1, 2005).  First
               Amendment to Note Agreement. Incorporated by
               reference to Exhibit 4.7 of Registrant's Form 10-Q
               for the quarter ended March 23, 1996.

               4.6 - Seaboard Corporation Note Agreement dated as
               of June 1, 1995 ($125,000,000
               Senior Notes due June 1, 2007).  First Amendment to
               Note Agreement. Incorporated by reference to
               Exhibit 4.8 of Registrant's Form 10-Q for the
               quarter ended March 23, 1996.

             * 10.1 - Registrant's Executive Retirement Plan
               dated January 1, 1997.  The addenda have been
               omitted from the filing, but will be provided
               supplementary upon request of the Commission.
               Incorporated by reference to Exhibit 10.1 of
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997.

             * 10.2 - Registrant's Supplemental Executive Benefit
               Plan as Amended and Restated Effective January 1,
               2001, formerly the Supplemental Executive
               Retirement Plan.

             * 10.3 - Registrant's Supplemental Executive
               Retirement Plan for H. Harry Bresky dated  March
               21, 1995.  Incorporated by reference to Exhibit
               10.3 of Registrant's Annual Report on Form 10-K
               for the fiscal year ended December 31, 1995.

             * 10.4 - Employment Agreement for Joe E. Rodrigues
               dated July 9, 1986 and amended August 10, 1990.
               Incorporated by reference to Exhibit 10.5 of
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1995.

             * 10.5 - Registrant's Executive Deferred
               Compensation Plan dated January 1, 1999.
               Incorporated by reference to Exhibit 10.1 of
               Registrant's Form 10-Q for the quarter ended March
               31, 1999.

             * 10.6 - First Amendment to Registrant's Executive
               Retirement Plan as Amended and Restated January 1,
               1997, dated February 28, 2001, amending
               Registrant's Executive Retirement Plan dated
               January 1, 1997 referenced as Exhibit 10.1.

             * 10.7 - Registrant's Investment Option Plan dated
               December 18, 2000.

               13 - Sections of Annual Report to security holders
               incorporated by reference herein.

               21 - List of subsidiaries.

*  Management contract or compensatory plan or arrangement.

     (b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Registrant during
the last quarter of the fiscal year covered by this report.


                           SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                      SEABOARD CORPORATION



By    /s/H. Harry Bresky                By    /s/Robert L. Steer
      H. Harry Bresky, President and          Robert L. Steer, Senior Vice
      Chief Executive Officer                 President, Treasurer and Chief
      (principal executive officer)           Financial Officer (principal
                                              financial and accounting officer)


Date: March 9, 2001                     Date: March 9, 2001



     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of Registrant and in the capacities and on the
dates indicated.


By    /s/H. Harry Bresky                By    /s/J.E. Rodrigues
      H. Harry Bresky, Director and           J.E. Rodrigues, Director
      Chairman of the Board


Date: March 9, 2001                     Date: March 9, 2001



By    /s/David A. Adamsen               By    /s/Thomas J. Shields
      David A. Adamsen, Director              Thomas J. Shields, Director


Date: March 9, 2001                     Date: March 9, 2001



By    /s/Douglas W. Baena
      Douglas W. Baena, Director


Date: March 9, 2001







              SEABOARD CORPORATION AND SUBSIDIARIES

     Index to Consolidated Financial Statements and Schedule

                      Financial Statements





                                                      Stockholders'
                                                    Annual Report Page

Independent Auditors' Report                                19

Consolidated Balance Sheets as of December 31, 2000
 and December 31, 1999                                      20

Consolidated Statements of Earnings for the years
 ended December 31, 2000, December 31, 1999 and
 December 31, 1998                                          22

Consolidated Statements of Changes in Equity for the
 years ended December 31, 2000, December 31, 1999 and
 December 31, 1998                                          23

Consolidated Statements of Cash Flows for the years
 ended December 31, 2000, December 31, 1999 and
 December 31, 1998                                          24

Notes to Consolidated Financial Statements                  25

The foregoing are incorporated by reference.



The individual financial statements of the nonconsolidated
foreign affiliates which would be required if each such foreign
affiliate were a Registrant are omitted, because (a) the
Registrant's and its other subsidiaries' investments in and
advances to such foreign affiliates do not exceed 20% of the
total assets as shown by the most recent consolidated balance
sheet; (b) the Registrant's and its other subsidiaries'
proportionate share of the total assets (after intercompany
eliminations) of such foreign affiliates do not exceed 20% of the
total assets as shown by the most recent consolidated balance
sheet; and (c) the Registrant's and its other subsidiaries'
equity in the earnings before income taxes and extraordinary
items of the foreign affiliates does not exceed 20% of such
income of the Registrant and consolidated subsidiaries compared
to the average income for the last five fiscal years.

Combined condensed financial information as to assets,
liabilities and results of operations have been presented for
nonconsolidated foreign affiliates in Note 5 of "Notes to the
Consolidated Financial Statements."




                                                      (Continued)
              SEABOARD CORPORATION AND SUBSIDIARIES

     Index to Consolidated Financial Statements and Schedule

                            Schedule


                                                                Page


II - Valuation and Qualifying Accounts for the years ended
     December 31, 2000, 1999 and 1998
                                                                F-4



All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related consolidated notes.








                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Seaboard Corporation:


Under  date  of  March 5, 2001, we reported on  the  consolidated
balance  sheets  of Seaboard Corporation and subsidiaries  as  of
December   31,  2000  and  1999,  and  the  related  consolidated
statements of earnings, changes in equity and cash flows for each
of the years in the three-year period ended December 31, 2000, as
contained in the December 31, 2000 annual report to stockholders.
These  consolidated financial statements and our  report  thereon
are  incorporated by reference in the annual report on Form  10-K
for  the  year ended December 31, 2000.  In connection  with  our
audits  of  the aforementioned consolidated financial statements,
we  also  audited  the  related consolidated financial  statement
schedule  as  listed in the accompanying index.   This  financial
statement   schedule  is  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on  this
financial statement schedule based on our audits.

In   our   opinion,  such  financial  statement  schedule,   when
considered  in  relation  to  the  basic  consolidated  financial
statements  taken as a whole, presents fairly,  in  all  material
respects, the information set forth therein.

As  discussed in Note 4 to the consolidated financial statements,
the   Company  changed  its  method  of  accounting  for  certain
inventories  from the first-in, first-out method to the  last-in,
first-out method in 1999.



                                   KPMG LLP


Kansas City, Missouri
March 5, 2001



<TABLE>
<CAPTION>
                                                      Schedule II

              SEABOARD CORPORATION AND SUBSIDIARIES
                Valuation and Qualifying Accounts
                         (In Thousands)






                                     Balance at
                                     beginning        Provision    Write-offs net    Aquisitions     Balance at
                                     of year             (1)       of recoveries     and Disposals   end of year
<S>                                  <C>              <C>          <C>               <C>             <C>
Year ended December 31, 2000:

  Allowance for doubtful accounts    $29,075          12,276       (8,199)           (3,351)         $29,801

  Drydock accrual                    $ 5,444           4,051       (3,999)                -          $ 5,496

Year ended December 31, 1999:

  Allowance for doubtful accounts    $26,117           7,105       (4,147)                -          $29,075

  Drydock accrual                    $ 5,207           3,504       (3,267)                -          $ 5,444

Year ended December 31, 1998:

  Allowance for doubtful accounts    $20,658           5,902       (1,790)            1,347          $26,117

  Drydock accrual                    $ 5,503           2,489       (2,785)                -          $ 5,207




<FN>
(1)   Allowance  for  doubtful  accounts  provisions  charged  to
  selling, general and administrative expenses; drydock provisions
  charged to cost of sales.
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>2
<FILENAME>ex2-3a.txt
<DESCRIPTION>AMENDED AND RESTATED CONTRIBUTION AGREEMENT
<TEXT>








           AMENDED AND RESTATED CONTRIBUTION AGREEMENT

                          By and Among

                      SEABOARD CORPORATION,

                        SOMERSET LIMITED,

        THE SHAREHOLDERS OF BOYAR INTERNATIONAL LIMITED,

                     BAARSMA'S HOLDING B.V.,

            BARING CENTRAL EUROPEAN INVESTMENTS B.V.

                               and

        EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT



                 Dated as of 29 December , 2000



           AMENDED AND RESTATED CONTRIBUTION AGREEMENT

This   AMENDED   AND   RESTATED  CONTRIBUTION   AGREEMENT   (this
"Agreement")  is entered into on the "Closing Date"  (as  defined
in  Section  1.02(a)),  by  and  among  SEABOARD  CORPORATION,  a
Delaware  corporation ("Seaboard"), SOMERSET LIMITED, a Gibraltar
holding  company  ("Rousse Holding"), the individuals  listed  on
Exhibit  K hereto (each, a "BI Holder" and collectively  the  "BI
Holders"),  BAARSMA'S HOLDING B.V., a limited  liability  company
existing  under  the laws of the Netherlands ("Baarsma"),  BARING
CENTRAL  EUROPEAN  INVESTMENTS B.V., a company  duly  constituted
under  the  laws  of the Netherlands ("BCEF") (Baarsma  and  BCEF
sometimes  hereinafter referred to collectively as the "Other  DB
Shareholders"  and, with the BI Holders and Rousse  Holding,  the
"Contributors")   and  EUROPEAN  BANK  FOR   RECONSTRUCTION   AND
DEVELOPMENT ("EBRD"). Certain capitalised terms used  herein  but
not  otherwise defined herein shall have the respective  meanings
ascribed  to  them  in  the Charter (as defined  below).  Certain
capitalised terms used herein are defined in Exhibit D hereto.


                            RECITALS

WHEREAS,  the  Contributors intend to form a  Luxembourg  societe
anonyme (the "Company"), pursuant to Articles of Incorporation in
the  form  attached hereto as Exhibit A (the "Charter")  and  for
that  purpose entered into a Contribution Agreement dated  as  of
October  10,  2000 (the "Original Agreement") which set  out  the
terms  and  conditions  upon  which, amongst  other  things,  the
Contributors would contribute certain of their respective  assets
and liabilities to the Company in exchange for certain shares  in
the capital of the Company;

WHEREAS,  pursuant to the Original Agreement the parties  thereto
agreed  to  negotiate with EBRD with a view to  obtaining  EBRD's
agreement  to, amongst other things, contributing the  registered
shares in the capital of DB (as defined below) owned by it to the
Company  in  exchange for certain shares in the  capital  of  the
Company;

WHEREAS, the parties to the Original Agreement have agreed terms,
which  are satisfactory to each such party, with EBRD upon  which
the  Company  shall  issue shares to EBRD  and  accordingly  such
parties desire to amend and restate the Original Agreement in its
entirety as set out herein;

WHEREAS,  pursuant to the Charter, the Company is  authorised  to
issue  Common Shares, Class A Preferred Shares, Class B Preferred
Shares,  and Class C Preferred Shares (each having the respective
rights, preferences, privileges and restrictions set forth in the
Charter);

WHEREAS,  Seaboard  and  Vinprom Holdings  LLC,  a  wholly  owned
subsidiary  of  Seaboard ("Vinprom"), together own  100%  of  the
interests in Rousse Holding;

WHEREAS, Rousse Holding owns 328,398 shares of the capital  stock
of Vinprom Rousse, AD, a Bulgarian company (collectively with its
subsidiaries, "Rousse"), and desires to contribute to the Company
all  of its assets and liabilities, including such Rousse capital
stock  (the "Rousse Shares"), a note payable by Seaboard  in  the
principal  amount  of  $10,400,000  (the  "Seaboard  Note"),  and
certain  indebtedness,  in exchange for Common  Shares,  Class  B
Preferred Shares and Class A Preferred Shares;

WHEREAS,  BCEF owns 127,500 shares in the registered  capital  of
Domaine  Boyar  AD,  a Bulgarian company (collectively  with  its
subsidiaries, "DB"), and desires to contribute all of its  assets
and  liabilities, including the capital stock of DB that it owns,
to  the  Company  in  exchange for  Common  Shares  and  Class  B
Preferred Shares;

WHEREAS, Baarsma owns 34,000 shares in the registered capital  of
DB,  and desires to contribute all of such shares (together  with
the  shares of DB owned by BCEF, the "DB Shares") to the  Company
in exchange for Common Shares and Class B Preferred Shares;

WHEREAS,  the BI Holders own 100% of the issued share capital  of
Boyar  International  Limited, an English  company  (collectively
with  its  subsidiaries  (other than DB and  DB's  subsidiaries),
"BI"),  which  in  turn  owns 238,000 shares  in  the  registered
capital  of DB, and desire to contribute all of the issued  share
capital  of  BI (the "BI Shares") to the Company in exchange  for
Common  Shares,  Class  B  Preferred  Shares,  and  $862,981   in
immediately available funds; and

WHEREAS, EBRD owns 34,000 shares in the registered capital of DB,
and  desires to contribute to the Company all of such  shares  in
exchange  for  Common Shares and Class B Preferred  Shares,  and,
amongst other things, extend the maturity of a loan made by  EBRD
to DB.

NOW,  THEREFORE, in consideration of the foregoing  recitals  and
the mutual covenants herein contained and other good and valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, the parties hereto, intending to be legally  bound,
agree as follows:



                           ARTICLE 1.
                FORMATION OF THE COMPANY; CLOSING


Section 1.01   Formation of the Company

As  part of the Closing, and immediately after the execution  and
delivery  hereof, the Contributors will cause the Company  to  be
duly  incorporated  and organised under the laws  of  Luxembourg,
pursuant  to  the Charter and any other organisational  documents
that   they   have  mutually  determined  to  be  necessary   and
appropriate in connection with such organisation.

Section 1.02   Closing

     (a)  The closing of the transactions contemplated hereby (the
          "Closing") shall take place at a location in Luxembourg
          satisfactory to Rousse Holding, BCEF, EBRD and the BI Holders, or
          such other location as is satisfactory to them, simultaneously
          with the execution and delivery hereof, on December __, 2000 (the
          "Closing Date").

     (b)  At the Closing, the Company shall issue to Rousse Holding
          the number of Common Shares, Class A Preferred Shares, and Class
          B Preferred Shares set forth with respect to Rousse Holding in
          the Charter, against transfer to the Company of all of Rousse
          Holdings' assets and liabilities, including (i) in consideration
          for such Common Shares and Class B Preferred Shares, execution
          and delivery to the Company by Rousse Holding of a stock
          certificate or certificates representing the Rousse Shares, duly
          endorsed in blank for transfer, and execution and delivery to the
          Company of an instrument transferring to the Company the
          indebtedness listed on Schedule 1.02(b) (the "Intercompany
          Debt"), which is indebtedness incurred by Rousse to Seaboard and
          its affiliates that has been transferred to Rousse Holding (it
          being agreed that part of such Common Shares and part of such
          Class B Preferred Shares are being issued for the Rousse Shares,
          and the remainder of such Common Shares and such Class B
          Preferred Shares are being issued for the Intercompany Debt, and
          that the relative portions of each correspond to the relative
          fair market values of the Rousse Shares and the Intercompany
          Debt), and (ii) in consideration for such Class A Preferred
          Shares, the transfer by Rousse Holding to the Company of the
          Seaboard Note.  Immediately prior to the Closing, Samovar
          International Finance, Inc. ("SIF") sold the promissory note
          identified on Schedule 1.02(b) to the Company for $1000 (the
          "Sold Note").

     (c)  At the Closing, the parties (other than EBRD) will cause
          Rousse to pay, using funds generated by the payment at Closing of
          the Seaboard Note to the extent necessary, Rousse's indebtedness
          to Seaboard in the aggregate amount of $5,561,308.

     (d)  At the Closing, the Company shall pay to the BI Holders (in
          the respective amounts set forth on Exhibit K) an aggregate of
          $862,981 in immediately available funds and issue to the BI
          Holders and each Other DB Shareholder the number of Common Shares
          and Class B Preferred Shares set forth with respect to them in
          the Charter, against execution and delivery to the Company by the
          BI Holders and the Other DB Shareholders of instruments
          transferring to the Company, in the case of the BI Holders, the
          BI Shares, in the case of BCEF, all of the assets and liabilities
          of BCEF, including the DB Shares owned by BCEF, and in the case
          of Baarsma, the DB Shares owned by it, subject only to the liens
          listed on Schedule 1.02(d) (the "EBRD Liens").

     (e)  At the Closing, the Company shall issue to EBRD the number
          of Common Shares and Class B Preferred Shares set forth with
          respect to EBRD in the Charter, in consideration of execution and
          delivery to the Company by EBRD of a stock certificate or
          certificates representing the DB Shares, duly endorsed for
          transfer.

     (f)  At the Closing, Seaboard shall pay the Seaboard Note in
          full, by wire transfer to the Company of $10,400,000.

     (g)  At the Closing, the Company shall pay to the individuals
          listed on Exhibit K, the respective amounts listed on Exhibit K.


Section 1.03   Additional Transactions

On  the  Closing Date, (a) the Company shall issue the  Company's
authorised Class C Preferred Shares to the persons identified  in
the  Charter, each of whom shall enter into an agreement  in  the
form  attached  as  Exhibit O hereto, (b) the Contributors  shall
cause BI to enter into agreements with those BI Holders listed on
Schedule 1.03(b), in the form attached as Exhibit M-1, evidencing
BI's  indebtedness  to such BI Holders in the respective  amounts
shown   on   Schedule   1.03(b)  (the  "BI  Shareholder   Payment
Agreements"),   (c)   the  Contributors  shall   enter   into   a
shareholders'  agreement in the form attached as Exhibit  E  (the
"Shareholders' Agreement" and, together with this  Agreement  and
the  agreements of which forms are attached as Exhibits C, M  and
O,  the  "Transaction Agreements"), and (d) the Contributors  and
EBRD  shall  cause  the Company to enter into  the  Shareholders'
Agreement.  The parties, other than EBRD, shall cause the Company
to  use commercially reasonable efforts to cause the employees to
whom  Class  C  Preferred  Shares have  been  issued  to  execute
statements  under section 83(b) of the Internal Revenue  Code  of
1986,  as  amended, for the Class C Preferred Shares received  at
Closing, and file them within thirty days after Closing with  the
Internal Revenue Service Center in Philadelphia, Pennsylvania.


                           ARTICLE 2.
           REPRESENTATIONS AND WARRANTIES REGARDING DB


The   BI   Holders  and  the  Other  DB  Shareholders  (sometimes
hereinafter  referred to individually as a "DB  Contributor"  and
collectively  as the "DB Contributors"), jointly  and  severally,
represent and warrant to Rousse Holding and Seaboard as set forth
below.   For the purposes of this Article 2, a DB Contributor  or
DB  is  deemed to have "knowledge" of a matter if and only if  at
least one of the individuals listed next to its name on Exhibit G
hereto  has actual knowledge of such matter.  Except as expressly
set  forth  in this Agreement, no representation or  warranty  is
made  with  respect to DB or its property, assets or stock.   For
purposes of this Article 2, "Subsidiary" means each legal  entity
in  which  DB has an equity interest, each of which is listed  on
Schedule  2.01, and, unless the context otherwise requires,  each
reference  to  DB  is  to DB and each of the  Subsidiaries.   For
purposes  of  this Article 2, "Material Adverse Effect"  means  a
material,  adverse effect on DB's and the Subsidiaries' financial
condition,  results of operation, or business as  now  conducted,
considered as a whole.

Section 2.01   Organisation; Authority

DB is duly organised, validly existing and in good standing under
the  laws of Bulgaria, and has all requisite organisational power
and  authority  to carry on its business as currently  conducted.
Each  Subsidiary is duly organised, validly existing and in  good
standing  under the laws of the jurisdiction of its organisation,
and has all requisite organisational power and authority to carry
on  its business as currently conducted.  DB is qualified  to  do
business  in  each  jurisdiction in which the failure  to  be  so
qualified  would have a Material Adverse Effect.   The  governing
instruments  of DB are listed on Schedule 2.01, and complete  and
correct  copies of the same have been provided to Rousse  Holding
and Seaboard, the receipt of which is hereby acknowledged.

Section 2.02   Capital Shares

The  registered shares in the capital of DB are as set  forth  on
Schedule 2.02, and all of the registered shares in the capital of
DB  are  owned by the persons, and in the amounts, set  forth  on
Schedule 2.02, and the capital contributions in respect  of  such
shares  have  been  fully  paid.   There  are  no  subscriptions,
warrants,   options,  convertible  securities  or  other   rights
(contingent  or otherwise) to purchase or acquire any  shares  in
the  registered capital of DB authorised or outstanding.   Except
as  set  forth on Schedule 2.02, DB does not have any  obligation
(contingent  or  otherwise) to issue any  subscription,  warrant,
option,  convertible security or other such  right.   Immediately
following  the  Closing,  the  Company  will  own,  directly   or
indirectly, all of the registered shares in the capital of DB.

Section 2.03   Consents; No Violation

Except as identified on Schedule 2.03, no consent, authorisation,
order  or  approval  of  (or  filing or  registration  with)  any
governmental commission, board or other regulatory  body  or  any
other third party is required to be made, obtained or given by DB
in  connection  with the execution, delivery and  performance  of
this   Agreement   and  the  performance  of   the   transactions
contemplated  hereby,  if  the failure to  obtain  such  consent,
authorisation,   or  approval,  or  to  make   such   filing   or
registration,  would have a Material Adverse Effect.   Except  as
identified   on  Schedule  2.03,  the  execution,  delivery   and
performance  of  this  Agreement do not and  will  not,  with  or
without  the  giving  of  notice, lapse of  time,  or  both,  (a)
violate, conflict with, or constitute a default under any term or
condition of, (i) the organisational documents of DB, or (ii) any
term  or  provision  of  any judgment,  decree,  order,  statute,
injunction, rule or regulation of a governmental unit  applicable
to  DB, or any agreement, contract, mortgage, indenture, lease or
other  arrangement to which DB is a party or by which DB is bound
or to which any of the assets of DB are subject, or (b) result in
the creation of any lien or encumbrance upon any of the assets of
DB,  if  such  violation, conflict, default, lien or  encumbrance
would have a Material Adverse Effect.

Section 2.04   Compliance with Laws

DB  is and has been in compliance with all laws, regulations  and
orders  applicable  to it, its business, assets,  properties  and
operations,  if  the failure to so comply would have  a  Material
Adverse Effect.  Except as set forth on Schedule 2.04, DB has not
been  cited,  fined  or  otherwise notified  in  writing  of  any
asserted  past  or  present  failure to  comply  with  any  laws,
regulations  or orders that has not been paid or  cured,  and  no
proceeding with respect to any such violation is pending,  or  to
the  knowledge  of  the DB Contributors or  DB,  threatened.   DB
possesses   all  licenses  and  all  governmental   or   official
approvals,  permits or authorisations required for  its  business
and  operations as currently conducted, if the failure to  do  so
would have a Material Adverse Effect.

Section 2.05   Litigation

Except  as set forth on Schedule 2.05, there is no action,  suit,
investigation or proceeding pending or, to the knowledge  of  the
DB Contributors or DB, threatened against, involving or affecting
DB  or  any of its properties, nor is there any judgment, decree,
injunction,  rule or order of any court, governmental department,
commission,  agency,  instrumentality or  arbitrator  outstanding
against  DB.  Except as set forth on Schedule 2.05, DB is  not  a
party   or  subject  to  the  provisions  of  any  order,   writ,
injunction, judgment or decree of any court or government  agency
or  instrumentality.   There is no action,  suit,  proceeding  or
investigation  by  DB currently pending or  that  DB  intends  to
initiate.

Section 2.06   Title to Property and Assets

DB  has  good and marketable title to the properties  and  assets
reflected in the DB Financial Statements as owned by it, free and
clear  of all mortgages, deeds of trust, liens, encumbrances  and
security  interests, except for the "Permitted Encumbrances"  set
forth  on Schedule 2.06.  With respect to the property and assets
that it leases, DB has valid leasehold interests in such property
and assets and is in compliance with such leases.

Section 2.07   Material Contracts

Schedule  2.07 sets forth an accurate, correct and complete  list
of   all   contracts,   instruments,   commitments,   agreements,
arrangements  and  understandings, including all  amendments  and
supplements  thereto, to which DB is a party or is bound,  or  by
which  any of the assets of DB is subject or bound, that (i)  are
material  to  the  business, operations, assets, liabilities,  or
condition  (financial  or otherwise) of  DB,  or  (ii)  otherwise
involve any of the following types of contracts (the items in (i)
and  (ii)  being  collectively referred  to  herein  as  the  "DB
Material Contracts"):

     (a)  all raw material supply contracts and any other purchase
          orders, agreements or contracts for the purchase of any materials
          or services (including utilities) involving an amount in excess
          of $50,000 or that were not entered into in the ordinary course
          of business;

     (b)  any sales, license, service or distribution agreements and
          contracts, open purchase orders or similar commitments providing
          for sales of products in an amount in excess of $50,000;

     (c)  all real property leases;

     (d)  all machinery leases, equipment leases and other personal
          property leases involving payment obligations over the term of
          the lease in excess of $100,000;

     (e)  all agreements and contracts containing requirements
          provisions involving amounts greater than $200,000;

     (f)  all agreements and contracts with a duration of one year or
          more and not cancellable without penalty on 30 days or less
          notice involving amounts greater than $100,000;

     (g)  all agreements and contracts for insurance;

     (h)  all agreements and contracts with any governmental entities;

     (i)  all agreements and contracts not to compete or otherwise
          restricting activities; and

     (j)  all agreements and contracts containing a provision to
          indemnify any party or assume any tax, environmental or other
          liability.

Except  as  set forth on Schedule 2.07, all DB Material Contracts
are  valid,  binding  and  enforceable against  DB  and,  to  the
knowledge  of  the  DB  Contributors and DB,  the  other  parties
thereto, in accordance with their terms and are in full force and
effect,  except  as enforceability may be limited  by  applicable
bankruptcy,  insolvency, reorganisation,  moratorium  or  similar
laws affecting the enforcement of creditors' rights generally and
general  equitable  principles,  and  neither  DB,  nor,  to  the
knowledge of the DB Contributors and DB, any other party  to  any
DB  Material  Contract,  is in breach of,  violation  of,  or  in
default under the terms of any such DB Material Contract, if such
breach,  violation  or  default would  have  a  Material  Adverse
Effect.   Except  as  set forth on Schedule 2.07,  no  event  has
occurred  that  with notice or passage of time or both  would  be
likely  to result in a breach of, violation of, or default under,
the  terms of any DB Material Contract, if such breach, violation
or  default  would have a Material Adverse Effect.  None  of  the
existing  rights  of DB under any DB Material  Contract  will  be
impaired by the consummation of the transactions contemplated  by
this Agreement, and all of such rights will be enforceable by  DB
after  the Closing Date without the consent or agreement  of  any
other   party,  including  any  existing  rights  to  renew   the
applicable DB Material Contract.

Section 2.08   Employment Matters

Except as set forth on Schedule 2.08, to the knowledge of the  DB
Contributors  and  DB, none of the officers, directors,  and  key
employees  of  DB  is  obligated under  any  contract  (including
licenses,  covenants,  or commitments of  any  nature)  or  other
agreement,  or subject to any judgment, decree or  order  of  any
court  or administrative agency, that would conflict with his  or
her obligation to use his or her reasonable commercial efforts to
promote  the  interests  of DB and the  Company,  or  that  would
conflict with the business of DB or the Company.  Except  as  set
forth  on  Schedule 2.08, DB is not a party to or  bound  by  any
collective  bargaining agreement or any other  agreement  with  a
labor  union,  and there has been no effort by  any  labor  union
during  the  24  calendar months prior  to  the  date  hereof  to
organise  any  employees  of  DB  into  one  or  more  collective
bargaining  units.  There is no pending or, to the  knowledge  of
the  DB Contributors and DB, threatened labor dispute, strike  or
work stoppage that would have a Material Adverse Effect.  Neither
DB   nor  any  agent,  representative  or  employee  thereof  has
committed  any unfair labor practice as defined under  applicable
law  that  would have a Material Adverse Effect.  Except  as  set
forth  on  Schedule 2.08, to the knowledge of the DB Contributors
and  DB,  no executive or key employee or group of key  employees
has  any plans to terminate his, her or their employment with  DB
as a result of the transactions contemplated hereby or otherwise.
DB  has  complied  with  applicable laws, rules  and  regulations
relating   to  employment,  civil  rights  and  equal  employment
opportunities,  if  the failure to do so would  have  a  Material
Adverse Effect.

Section 2.09   Employee Plans

Schedule 2.09 lists all employee benefit plans and all severance,
bonus, retirement, pension, profit-sharing, deferred compensation
plans  and  other  similar  fringe  or  employee  benefit  plans,
programs  or  arrangements,  and  all  employee  or  compensation
agreements, written or otherwise, for the benefit of, or relating
to,  any  employee  of  DB (collectively, "DB  Employee  Plans").
Neither  DB  nor any of its officers or directors has  taken  any
action, directly or indirectly, to obligate DB or the Company  to
adopt  any additional DB Employee Plans.  DB has complied in  all
material  respects  with  all terms  and  conditions  of  the  DB
Employee  Plans,  if the failure to do so would have  a  Material
Adverse Effect.

Section 2.10   Inventory

All  of  the  inventory  of  DB reflected  on  the  DB  Unaudited
Financial Statements (as defined in Section 2.14) is in existence
and is owned by DB, except for inventory sold (i) in the ordinary
course  of  business  consistent with  past  practices,  or  (ii)
pursuant to contracts disclosed in Schedule 2.07.

Section 2.11   Receivables

All of the DB Receivables (as defined below) reflected on the  DB
Unaudited   Financial   Statements  have  been   established   in
accordance with UK GAAP (as defined in Section 3.14),  are  valid
and  legally  binding obligations of the obligor, represent  bona
fide transactions and arose in the ordinary course of business of
DB.   "DB Receivables" means all receivables of DB, including all
trade account receivables, receivables arising from the provision
of  services, sale of inventory, notes receivable, and  insurance
proceeds receivable.

Section 2.12   Intellectual Property

Schedule  2.12 sets forth all patents, trademarks (registered  or
unregistered), service marks, trade names or brand names, company
names,  registered domain names, copyright registrations and  any
applications for any of the foregoing or any licenses granted  by
or  to DB with respect to any of the foregoing (collectively, the
"DB  Intellectual  Property Rights").  Except  as  set  forth  on
Schedule 2.12, DB (a) has, or has the legal enforceable right  to
use,  all of the DB Intellectual Property Rights, if the  failure
to  do  so would have a Material Adverse Effect, and (b) has  not
received  any written notice asserting that it is infringing  any
proprietary rights of any third party.

Section 2.13   Taxes

Except  as set forth on Schedule 2.13, DB has accurately prepared
and  timely filed all tax returns and reports required by law  to
be filed by it, has paid or made provision for the payment of all
DB  Taxes  (as  defined  below) shown  to  be  due  and  adequate
provision  have been made and are reflected in the  DB  Financial
Statements (as defined in Section 2.14) for all current DB  Taxes
and  other  charges  to  which DB is subject  and  that  are  not
currently  due  and  payable.   To  the  knowledge  of   the   DB
Contributors  and DB, such returns are true and  correct  in  all
material  respects.   There  are  no  additional  assessments  or
adjustments  pending or, to the knowledge of the DB  Contributors
and  DB,  threatened against DB (or any of its predecessors)  for
any  period, nor any basis for any such assessment or adjustment.
As   used   herein  "DB  Taxes"  means  all  national,   federal,
provincial,  territorial,  state,  municipal,  local,   domestic,
foreign  or other taxes, imposts, rates, levies, assessments  and
other charges including, without limitation, ad valorem, capital,
capital stock, customs and import duties, disability, documentary
stamp,  employment,  estimated, excise, fees,  franchise,  gains,
goods   and  services,  gross  income,  gross  receipts,  income,
intangible,  inventory, license, mortgage recording, net  income,
occupation,  payroll,  personal  property,  production,  profits,
property,  real  property,  recording,  rent,  sales,  severance,
sewer,   social   security,  stamp,  transfer,  transfer   gains,
unemployment,  use,  value added, water,  windfall  profits,  and
withholding,  together  with any interest,  additions,  fines  or
penalties  with respect thereto or in respect of any  failure  to
comply with any requirement regarding any tax returns filed by DB
and  any  interest  in  respect  of  such  additions,  fines   or
penalties.

Section 2.14   Financial Statements

Prior to the execution and delivery of the Original Agreement, DB
delivered to Seaboard and Rousse Holding an audited balance sheet
as  of  March  31,  2000  and the related audited  statements  of
income,  shareholders' equity and cash flows  for  the  12  month
period  ended  March 31, 2000 for DB (the "DB  Audited  Financial
Statements").  DB has delivered to Seaboard and Rousse Holding an
unaudited  balance sheet as of October 31, 2000, and the  related
unaudited  statement of income for the seven month  period  ended
October   31,   2000,   for  DB  (the  "DB  Unaudited   Financial
Statements,"   and   together  with  the  DB  Audited   Financial
Statements,  the  "DB Financial Statements").  The  DB  Financial
Statements are complete and correct in all material respects, are
consistent  with the books and records of DB, fairly present,  in
all  material  respects, the financial position  and  results  of
operations  of DB, as of the dates and for the periods indicated,
and  have  been  prepared in all material respects in  accordance
with UK GAAP applied on a consistent basis throughout the periods
indicated; provided, however, that no representation is  made  in
this Section 2.14 regarding accounts receivable or inventory,  as
to which the only representations are those made in Sections 2.10
and 2.11.  Except as set forth in the DB Financial Statements, DB
has  no  material liabilities, contingent or otherwise, that  are
required, in accordance with UK GAAP, consistently applied, to be
reflected  on the DB Financial Statements, other than liabilities
incurred in the ordinary course of business subsequent to October
31, 2000, which are not in the aggregate material.

Section 2.15   Absence of Changes

     (a)  Since the date of the DB Unaudited Financial Statements,
          there has been no change in the business, assets, liabilities,
          condition (financial or otherwise), net worth, results of
          operations or prospects of DB that would have a Material Adverse
          Effect.

     (b)  Except for the transactions contemplated hereby, which, for
          the avoidance of doubt, shall include entry into the EBRD Loan
          Amending Agreement in the form set forth in Exhibit F (the "EBRD
          Loan Amending Agreement") and the transactions contemplated
          thereby, since the date of the DB Unaudited Financial Statements
          there has not been:

          (i)   any damage, destruction or loss, whether or not covered by
                insurance, that would have a Material Adverse Effect;

          (ii)  any waiver by DB of a valuable right or of a material debt
                owed to it;

          (iii) any satisfaction or discharge of any lien, claim or
                encumbrance or payment of any obligation by DB, except in the
                ordinary course of business and that is not material to the
                assets, properties, financial condition, operating results or
                business of DB (as such business is presently conducted);

          (iv)  any material change or amendment to a material contract or
                arrangement by which DB or any of its assets or properties is
                bound or subject;

          (v)   receipt of notice that there has been a loss of, or material
                order cancellation by, any customer of DB accounting for 15% or
                more of DB's revenue in the 12 month period ending October 31,
                2000;

          (vi)  any mortgage, pledge, transfer of a security interest in, or
                lien, created by DB, with respect to any of its material
                properties or assets, except liens for taxes not yet due or
                payable; or

          (vii) the acquisition or disposition of any material asset of
                DB or any material debt incurred, disposed of or retired by DB.

Section 2.16   No Misrepresentations

The  representations and warranties set forth in this  Article  2
and  the  Schedules  thereto contain no  untrue  statement  of  a
material  fact and do not omit to state a material fact necessary
in order to make the representations and warranties made therein,
in the light of the circumstances under which they were made, not
misleading.   To  the  knowledge of the DB Contributors  and  DB,
there has been disclosed to Rousse Holding and Seaboard, pursuant
to  this Agreement or otherwise, all facts and circumstances that
are  material to DB's financial condition, results of  operation,
and business as now conducted, taken as a whole.


                           ARTICLE 3.
           REPRESENTATIONS AND WARRANTIES REGARDING BI


The  BI Holders, jointly and severally, represent and warrant  to
Rousse  Holding, Seaboard, EBRD and the Other DB Shareholders  as
set forth below.  For the purposes of this Article 3, a BI Holder
or BI is deemed to have "knowledge" of a matter if and only if at
least one of the individuals listed next to its name on Exhibit G
hereto  has actual knowledge of such matter.  Except as expressly
set  forth  in this Agreement, no representation or  warranty  is
made  with  respect to BI or its property, assets or stock.   For
purposes of this Article 3, "Subsidiary" means each legal  entity
in  which  BI  has  an equity interest (other than  DB  and  DB's
subsidiaries),  each  of which is listed on Schedule  3.01,  and,
unless the context otherwise requires, each reference to BI is to
BI and each of the Subsidiaries.  For purposes of this Article 3,
"Material  Adverse  Effect" means a material, adverse  effect  on
BI's  financial condition, results of operation, or  business  as
now conducted, considered as a whole.

Section 3.01   Organisation; Authority

BI is a company incorporated under the laws of England and Wales,
and has all requisite organisational power and authority to carry
on  its business as currently conducted.  Each Subsidiary is duly
organised, validly existing and in good standing under  the  laws
of  the  jurisdiction of its organisation, and has all  requisite
organisational  power and authority to carry on its  business  as
currently  conducted.  BI is qualified to  do  business  in  each
jurisdiction in which the failure to be so qualified would have a
Material  Adverse Effect.  The governing instruments  of  BI  are
listed  on Schedule 3.01, and complete and correct copies of  the
same have been provided to Rousse Holding, Seaboard, EBRD and the
Other   DB   Shareholders,  the  receipt  of  which   is   hereby
acknowledged.

Section 3.02   Ownership of Capital Shares

The authorised and issued share capital of BI is as set forth  on
Schedule  3.02, and all of the issued shares of BI are  owned  by
the BI Holders, in the respective amounts shown on Schedule 3.02.
Except as set forth in Schedule 3.02, there are no subscriptions,
warrants,   options,  convertible  securities  or  other   rights
(contingent or otherwise) to purchase or acquire any shares of BI
authorised  or  outstanding.  BI does  not  have  any  obligation
(contingent  or  otherwise) to issue any  subscription,  warrant,
option,  convertible security or other such  right.   Immediately
following  the  Closing, the Company will own all of  the  issued
shares of BI.

Section 3.03   Consents; No Violation

Except as identified on Schedule 3.03, no consent, authorisation,
order  or  approval  of  (or  filing or  registration  with)  any
governmental commission, board or other regulatory  body  or  any
other third party is required to be made, obtained or given by BI
in  connection  with the execution, delivery and  performance  of
this   Agreement   and  the  performance  of   the   transactions
contemplated  hereby,  if  the failure to  obtain  such  consent,
authorisation,   or  approval,  or  to  make   such   filing   or
registration,  would have a Material Adverse Effect.   Except  as
identified   on  Schedule  3.03,  the  execution,  delivery   and
performance  of  this  Agreement do not and  will  not,  with  or
without  the  giving  of  notice, lapse of  time,  or  both,  (a)
violate, conflict with, or constitute a default under any term or
condition of, (i) the organisational documents of BI, or (ii) any
term  or  provision  of  any judgment,  decree,  order,  statute,
injunction, rule or regulation of a governmental unit  applicable
to  BI, or any agreement, contract, mortgage, indenture, lease or
other  arrangement to which BI is a party or by which BI is bound
or to which any of the assets of BI are subject, or (b) result in
the creation of any lien or encumbrance upon any of the assets of
BI,  if  such  violation, conflict, default, lien or  encumbrance
would have a Material Adverse Effect.

Section 3.04   Compliance with Laws

BI  is and has been in compliance with all laws, regulations  and
orders  applicable  to it, its business, assets,  properties  and
operations,  if  the failure to so comply would have  a  Material
Adverse Effect.  Except as set forth on Schedule 3.04, BI has not
been  cited,  fined  or  otherwise notified  in  writing  of  any
asserted  past  or  present  failure to  comply  with  any  laws,
regulations  or orders that has not been paid or  cured,  and  no
proceeding with respect to any such violation is pending,  or  to
the  knowledge of the BI Holders or BI, threatened.  BI possesses
all  licenses and all governmental or official approvals, permits
or  authorisations  required for its business and  operations  as
currently  conducted,  if the failure  to  do  so  would  have  a
Material Adverse Effect.

Section 3.05   Litigation

Except  as set forth on Schedule 3.05, there is no action,  suit,
investigation or proceeding pending or, to the knowledge  of  the
BI  Holders or BI, threatened against, involving or affecting  BI
or  any  of  its  properties, nor is there any judgment,  decree,
injunction,  rule or order of any court, governmental department,
commission,  agency,  instrumentality or  arbitrator  outstanding
against  BI.  Except as set forth on Schedule 3.05, BI is  not  a
party   or  subject  to  the  provisions  of  any  order,   writ,
injunction, judgment or decree of any court or government  agency
or  instrumentality.   There is no action,  suit,  proceeding  or
investigation  by  BI currently pending or  that  BI  intends  to
initiate.

Section 3.06   Title to Property and Assets

BI  has  good and marketable title to the properties  and  assets
reflected in the BI Financial Statements as owned by it, free and
clear  of all mortgages, deeds of trust, liens, encumbrances  and
security  interests, except for the "Permitted Encumbrances"  set
forth  on Schedule 3.06.  With respect to the property and assets
that it leases, BI has valid leasehold interests in such property
and assets and is in compliance with such leases.

Section 3.07   Material Contracts

Schedule  3.07 sets forth an accurate, correct and complete  list
of   all   contracts,   instruments,   commitments,   agreements,
arrangements  and  understandings, including all  amendments  and
supplements  thereto, to which BI is a party or is bound,  or  by
which  any of the assets of BI is subject or bound, that (i)  are
material  to  the  business, operations, assets, liabilities,  or
condition  (financial  or otherwise) of  BI,  or  (ii)  otherwise
involve any of the following types of contracts (the items in (i)
and  (ii)  being  collectively referred  to  herein  as  the  "BI
Material Contracts"):

     (a)  all raw material supply contracts and any other purchase
          orders, agreements or contracts for the purchase of any materials
          or services (including utilities) involving an amount in excess
          of $50,000 or that were not entered into in the ordinary course
          of business;

     (b)  any sales, license, service or distribution agreements and
          contracts, open purchase orders or similar commitments providing
          for sales of products in an amount in excess of $50,000;

     (c)  all real property leases;

     (d)  all machinery leases, equipment leases and other personal
          property leases involving payment obligations over the term of
          the lease in excess of $100,000;

     (e)  all agreements and contracts containing requirements
          provisions involving amounts greater than $200,000;

     (f)  all agreements and contracts with a duration of one year or
          more and not cancellable without penalty on 30 days or less
          notice involving amounts greater than $100,000;

     (g)  all agreements and contracts for insurance;

     (h)  all agreements and contracts with any governmental entities;

     (i)  all agreements and contracts not to compete or otherwise
          restricting activities; and

     (j)  all agreements and contracts containing a provision to
          indemnify any party or assume any tax, environmental or other
          liability.

Except  as  set forth in Schedule 3.07, all BI Material Contracts
are  valid,  binding  and  enforceable against  BI  and,  to  the
knowledge of the BI Holders and BI, the other parties thereto, in
accordance  with  their terms and are in full force  and  effect,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganisation, moratorium or similar laws  affecting
the  enforcement  of  creditors'  rights  generally  and  general
equitable  principles, and neither BI, nor, to the  knowledge  of
the  BI  Holders  and  BI, any other party  to  any  BI  Material
Contract, is in breach of, violation of, or in default under  the
terms of any such BI Material Contract, if such breach, violation
or  default would have a Material Adverse Effect.  Except as  set
forth on Schedule 3.07, no event has occurred that with notice or
passage of time or both would be likely to result in a breach of,
violation  of,  or default under, the terms of  any  BI  Material
Contract,  if  such  breach, violation or default  would  have  a
Material Adverse Effect.  None of the existing rights of BI under
any BI Material Contract will be impaired by the consummation  of
the  transactions contemplated by this Agreement, and all of such
rights  will be enforceable by BI after the Closing Date  without
the  consent  or  agreement  of any other  party,  including  any
existing rights to renew the applicable BI Material Contract.

Section 3.08   Employment Matters

Except as set forth on Schedule 3.08, to the knowledge of the  BI
Holders  and  BI,  none  of  the  officers,  directors,  and  key
employees  of  BI  is  obligated under  any  contract  (including
licenses,  covenants,  or commitments of  any  nature)  or  other
agreement,  or subject to any judgment, decree or  order  of  any
court  or administrative agency, that would conflict with his  or
her obligation to use his or her reasonable commercial efforts to
promote  the  interests  of BI and the  Company,  or  that  would
conflict with the business of BI or the Company.  Except  as  set
forth  on  Schedule 3.08, BI is not a party to or  bound  by  any
collective  bargaining agreement or any other  agreement  with  a
labor  union,  and there has been no effort by  any  labor  union
during  the  24  calendar months prior  to  the  date  hereof  to
organise  any  employees  of  BI  into  one  or  more  collective
bargaining  units.  There is no pending or, to the  knowledge  of
the  BI Holders and BI, threatened labor dispute, strike or  work
stoppage  that would have a Material Adverse Effect.  Neither  BI
nor  any  agent, representative or employee thereof has committed
any  unfair labor practice as defined under applicable  law  that
would  have  a Material Adverse Effect.  Except as set  forth  on
Schedule  3.08,  to the knowledge of the BI Holders  and  BI,  no
executive or key employee or group of key employees has any plans
to  terminate his, her or their employment with BI as a result of
the  transactions  contemplated  hereby  or  otherwise.   BI  has
complied with applicable laws, rules and regulations relating  to
employment,  civil rights and equal employment opportunities,  if
the failure to do so would have a Material Adverse Effect.

Section 3.09   Employee Plans

Schedule 3.09 lists all employee benefit plans and all severance,
bonus, retirement, pension, profit-sharing, deferred compensation
plans  and  other  similar  fringe  or  employee  benefit  plans,
programs  or  arrangements,  and  all  employee  or  compensation
agreements, written or otherwise, for the benefit of, or relating
to,  any  employee  of  BI (collectively, "BI  Employee  Plans").
Neither  BI  nor any of its officers or directors has  taken  any
action, directly or indirectly, to obligate BI or the Company  to
adopt  any additional BI Employee Plans.  BI has complied in  all
material  respects  with  all terms  and  conditions  of  the  BI
Employee  Plans,  if the failure to do so would have  a  Material
Adverse Effect.

Section 3.10   Inventory

All  of the inventory of BI reflected on the BI Audited Financial
Statements  (as defined in Section 3.14) is in existence  and  is
owned by BI, except for inventory sold (i) in the ordinary course
of  business consistent with past practices, or (ii) pursuant  to
contracts disclosed in Schedule 3.07.

Section 3.11   Receivables

All of the BI Receivables (as defined below) reflected on the  BI
Audited  Financial Statements have been established in accordance
with  UK GAAP, are valid and legally binding obligations  of  the
obligor,  represent  bona  fide transactions  and  arose  in  the
ordinary  course of business of BI.  "BI Receivables"  means  all
receivables  of  BI,  including all  trade  account  receivables,
receivables  arising  from the provision  of  services,  sale  of
inventory, notes receivable, and insurance proceeds receivable.

Section 3.12   Intellectual Property

Schedule  3.12 sets forth all patents, trademarks (registered  or
unregistered), service marks, trade names or brand names, company
names,  registered domain names, copyright registrations and  any
applications for any of the foregoing or any licenses granted  by
or  to BI with respect to any of the foregoing (collectively, the
"BI  Intellectual  Property Rights").  Except  as  set  forth  on
Schedule 3.12, BI (a) has, or has the legal enforceable right  to
use,  all of the BI Intellectual Property Rights, if the  failure
to  do  so would have a Material Adverse Effect, and (b) has  not
received  any written notice asserting that it is infringing  any
proprietary rights of any third party.

Section 3.13   Taxes

Except  as set forth on Schedule 3.13, BI has accurately prepared
and  timely filed all tax returns and reports required by law  to
be filed by it, has paid or made provision for the payment of all
BI  Taxes  (as  defined  below) shown  to  be  due  and  adequate
provision  have been made and are reflected in the  BI  Financial
Statements for all current BI Taxes and other charges to which BI
is  subject and that are not currently due and payable.   To  the
knowledge  of  the BI Holders and BI, such returns are  true  and
correct  in  all  material  respects.  There  are  no  additional
assessments or adjustments pending or, to the knowledge of the BI
Holders   and  BI,  threatened  against  BI  (or   any   of   its
predecessors)  for  any  period,  nor  any  basis  for  any  such
assessment  or adjustment.  As used herein "BI Taxes"  means  all
national,  federal,  provincial, territorial,  state,  municipal,
local,  domestic, foreign or other taxes, imposts, rates, levies,
assessments  and other charges including, without limitation,  ad
valorem,  capital,  capital  stock, customs  and  import  duties,
disability,  documentary  stamp, employment,  estimated,  excise,
fees,  franchise, gains, goods and services, gross income,  gross
receipts,   income,  intangible,  inventory,  license,   mortgage
recording,  net  income, occupation, payroll, personal  property,
production,  profits, property, real property,  recording,  rent,
sales,   severance,  sewer,  social  security,  stamp,  transfer,
transfer  gains, unemployment, use, value added, water,  windfall
profits,  and withholding, together with any interest, additions,
fines  or  penalties with respect thereto or in  respect  of  any
failure  to comply with any requirement regarding any tax returns
filed  by BI and any interest in respect of such additions, fines
or penalties.

Section 3.14   Financial Statements

At  the  Closing,  the  BI Holders have delivered  to  the  other
Contributors and to EBRD an audited balance sheet as of March 31,
2000  and the related audited statements of income, shareholders'
equity  and  cash flows for the 12 month period ended  March  31,
2000,  for  BI (the "BI Audited Financial Statements").   The  BI
Holders have delivered to Seaboard, Rousse Holding, BCEF and EBRD
an  unaudited and unconsolidated balance sheet as of October  31,
2000,  and the related unaudited and unconsolidated statement  of
income for the seven month period ended October 31, 2000, for  BI
(the  "BI Unaudited Financial Statements," and together with  the
BI  Audited Financial Statements, the "BI Financial Statements").
The  BI  Financial  Statements are complete and  correct  in  all
material  respects, are consistent with the books and records  of
BI,  fairly  present,  in  all material respects,  the  financial
position and results of operations of BI, as of the dates and for
the  periods  indicated, and have been prepared in  all  material
respects  in  accordance  with  accounting  principles  generally
acceptable  in  the  United  Kingdom ("UK  GAAP")  applied  on  a
consistent  basis  throughout  the periods  indicated;  provided,
however,  that  no  representation is made in this  Section  3.14
regarding accounts receivable or inventory, as to which the  only
representations are those made in Sections 3.10 and 3.11.  Except
as  set  forth in the BI Financial Statements, BI has no material
liabilities,  contingent  or otherwise,  that  are  required,  in
accordance with UK GAAP, consistently applied, to be reflected on
the  BI Financial Statements, other than liabilities incurred  in
the  ordinary  course of business subsequent to March  31,  2000,
which are not in the aggregate material.

Section 3.15   Absence of Changes

     (a)  Since the date of the BI Audited Financial Statements, there
          has been no change in the business, assets, liabilities,
          condition (financial or otherwise), net worth, results of
          operations or prospects of BI that would have a Material Adverse
          Effect.

     (b)  Except for the transactions contemplated hereby, which for
          the avoidance of doubt shall include entry into the EBRD Loan
          Amending Agreement and the transactions contemplated thereby,
          since the date of the BI Audited Financial Statements there has
          not been:

          (i)   any damage, destruction or loss, whether or not covered by
                insurance, that would have a Material Adverse Effect;

          (ii)  any waiver by BI of a valuable right or of a material debt
                owed to it;

          (iii) any satisfaction or discharge of any lien, claim or
                encumbrance or payment of any obligation by BI, except in the
                ordinary course of business and that is not material to the
                assets, properties, financial condition, operating results or
                business of BI (as such business is presently conducted);

          (iv)  any material change or amendment to a material contract or
                arrangement by which BI or any of its assets or properties is
                bound or subject;

          (v)   receipt of notice that there has been a loss of, or material
                order cancellation by, any customer of BI accounting for 15% or
                more of BI's revenue in the 12 month period ending March 31,
                2000;

          (vi)  any mortgage, pledge, transfer of a security interest in, or
                lien, created by BI, with respect to any of its material
                properties or assets, except liens for taxes not yet due or
                payable; or

          (vii) the acquisition or disposition of any material asset of
                BI or any material debt incurred, disposed of or retired by BI.

Section 3.16   No Misrepresentations

The  representations and warranties set forth in this  Article  3
and  the  schedules  thereto contain no  untrue  statement  of  a
material  fact and do not omit to state a material fact necessary
in order to make the representations and warranties made therein,
in  the  light  of the circumstances under which they  were  made
therein, not misleading.  To the knowledge of the BI Holders  and
BI,  there  has been disclosed to Rousse Holding, Seaboard,  EBRD
and  the  Other  DB Shareholders, pursuant to this  Agreement  or
otherwise, all facts and circumstances that are material to  BI's
financial  condition, results of operation, and business  as  now
conducted, taken as a whole.


                           ARTICLE 4.
         REPRESENTATIONS AND WARRANTIES REGARDING ROUSSE


Rousse  Holding and Seaboard each represents and warrants to  the
BI  Holders,  EBRD  and the Other DB Shareholders  as  set  forth
below.   For  the  purposes of this Section  4,  Rousse  Holding,
Seaboard  or Rousse is deemed to have "knowledge" of a matter  if
and  only if at least one of the individuals listed next  to  its
name  on  Exhibit G hereto has actual knowledge of  such  matter.
Except   as   expressly   set  forth  in   this   Agreement,   no
representation or warranty is made with respect to Rousse or  its
property,  assets  or stock.  For purposes  of  this  Article  4,
"Subsidiary"  means  each legal entity in  which  Rousse  has  an
equity  interest, each of which is listed on Schedule 4.01,  and,
unless  the context otherwise requires, each reference to  Rousse
is  to Rousse and each of the Subsidiaries.  For purposes of this
Article  4,  "Material Adverse Effect" means a material,  adverse
effect on Rousse's financial condition, results of operation,  or
business as now conducted, considered as a whole.

Section 4.01   Organisation; Authority

Rousse  is duly organised, validly existing and in good  standing
under  the laws of Bulgaria, and has all requisite organisational
power  and  authority  to  carry on  its  business  as  currently
conducted.   Each Subsidiary is duly organised, validly  existing
and  in  good standing under the laws of the jurisdiction of  its
organisation,  and  has  all requisite organisational  power  and
authority  to  carry  on  its business  as  currently  conducted.
Rousse is qualified to do business in each jurisdiction in  which
the  failure  to  be so qualified would have a  Material  Adverse
Effect.   The  governing  instruments of  Rousse  are  listed  on
Schedule  4.01, and complete and correct copies of the same  have
been  provided  to  the  BI  Holders,  EBRD  and  each  Other  DB
Shareholder the receipt of which is hereby acknowledged.

Section 4.02   Ownership of Capital Shares

The  registered  share  capital of Rousse  is  as  set  forth  on
Schedule 4.02, and (except for 13,684 shares held by the State of
Bulgaria)  all of the registered shares in the capital of  Rousse
are  owned  by  Rousse Holding, and the capital contributions  in
respect  of  such  shares have been fully  paid.   There  are  no
subscriptions, warrants, options, convertible securities or other
rights  (contingent  or  otherwise) to purchase  or  acquire  any
shares  in  the  registered  capital  of  Rousse  authorised   or
outstanding.  Rousse has no obligation (contingent or  otherwise)
to  issue any subscription, warrant, option, convertible security
or  other  such  right.  Immediately following the  Closing,  the
Company  will  own 328,398 registered shares in  the  capital  of
Rousse,  representing approximately ninety-six percent  (96%)  of
the registered shares in the capital of Rousse.

Section 4.03   Consents; No Violation

Except as identified on Schedule 4.03, no consent, authorisation,
order  or  approval  of  (or  filing or  registration  with)  any
governmental commission, board or other regulatory  body  or  any
other  third party is required to be made, obtained or  given  by
Rousse in connection with the execution, delivery and performance
of  this  Agreement  and  the  performance  of  the  transactions
contemplated  hereby,  if  the failure to  obtain  such  consent,
authorisation,   or  approval,  or  to  make   such   filing   or
registration,  would have a Material Adverse Effect.   Except  as
identified   on  Schedule  4.03,  the  execution,  delivery   and
performance  of  this  Agreement do not and  will  not,  with  or
without  the  giving  of  notice, lapse of  time,  or  both,  (a)
violate, conflict with, or constitute a default under any term or
condition of, (i) the organisational documents of Rousse, or (ii)
any  term  or provision of any judgment, decree, order,  statute,
injunction, rule or regulation of a governmental unit  applicable
to Rousse, or any agreement, contract, mortgage, indenture, lease
or  other  arrangement to which Rousse is a  party  or  by  which
Rousse  is  bound  or to which any of the assets  of  Rousse  are
subject, or (b) result in the creation of any lien or encumbrance
upon  any  of the assets of Rousse, if such violation,  conflict,
default,  lien  or  encumbrance would  have  a  Material  Adverse
Effect.

Section 4.04   Compliance with Laws

Rousse  is  and has been in compliance with all laws, regulations
and orders applicable to it, its business, assets, properties and
operations,  if  the failure to so comply would have  a  Material
Adverse Effect.  Except as set forth on Schedule 4.04, Rousse has
not  been  cited, fined or otherwise notified in writing  of  any
asserted  past  or  present  failure to  comply  with  any  laws,
regulations  or orders that has not been paid or  cured,  and  no
proceeding with respect to any such violation is pending,  or  to
the  knowledge  of Rousse Holding or Rousse, threatened.   Rousse
possesses   all  licenses  and  all  governmental   or   official
approvals,  permits or authorisations required for  its  business
and  operations as currently conducted, if the failure to  do  so
would have a Material Adverse Effect.

Section 4.05   Litigation

Except  as set forth on Schedule 4.05, there is no action,  suit,
investigation  or  proceeding pending or,  to  the  knowledge  of
Rousse  or  Rousse  Holding  threatened  against,  involving   or
affecting  Rousse  or any of its properties,  nor  is  there  any
judgment,  decree,  injunction,  rule  or  order  of  any  court,
governmental  department, commission, agency, instrumentality  or
arbitrator  outstanding against Rousse.  Except as set  forth  on
Schedule 4.05, Rousse is not a party or subject to the provisions
of  any order, writ, injunction, judgment or decree of any  court
or  government agency or instrumentality.  Except as set forth on
Schedule   4.05,  there  is  no  action,  suit,   proceeding   or
investigation by Rousse currently pending or that Rousse  intends
to initiate.

Section 4.06   Title to Property and Assets

Rousse has good and marketable title to the properties and assets
reflected m the Rousse Financial Statements as owned by it,  free
and  clear  of all mortgages, deeds of trust, liens, encumbrances
and  security  interests, except for the "Permitted Encumbrances"
set  forth  on  Schedule 4.06.  With respect to the property  and
assets  it leases, Rousse has a valid leasehold interest in  such
property  and  assets  and  is in compliance  with  such  leases.
Notwithstanding the foregoing, no representation or  warranty  is
made in this Agreement with respect to Korten.



Section 4.07   Material Contracts

Schedule  4.07 sets forth an accurate, correct and complete  list
of   all   contracts,   instruments,   commitments,   agreements,
arrangements  and  understandings, including all  amendments  and
supplements thereto, to which Rousse is a party or is  bound,  or
by  which  any of the assets of Rousse is subject or bound,  that
(i)   are   material   to   the  business,  operations,   assets,
liabilities, or condition (financial or otherwise) of Rousse,  or
(ii)  which  otherwise  involve any of  the  following  types  of
contracts (the items in (i) and (ii) being collectively  referred
to herein as the "Rousse Material Contracts"):

     (a)  all raw material supply contracts and any other purchase
          orders, agreements or contracts for the purchase of any materials
          or services (including utilities) involving an amount in excess
          of $50,000 or that were not entered into in the ordinary course
          of business;

     (b)  any sales, license, service or distribution agreements and
          contracts, open purchase orders or similar commitments providing
          for sales of products in an amount in excess of $50,000;

     (c)  all real property leases;

     (d)  all machinery leases, equipment leases and other personal
          property leases involving payment obligations over the term of
          the lease in excess of $100,000;

     (e)  all agreements and contracts containing requirements
          provisions involving amounts greater than $200,000;

     (f)  all agreements and contracts with a duration of one year or
          more and not without penalty on 30 days or less notice involving
          amounts greater than $100,000;

     (g)  all agreements and contracts for insurance;

     (h)  all agreements and contracts with any governmental entities;

     (i)  all agreements and contracts not to compete or otherwise
          restricting activities; and

     (j)  all agreements and contracts containing a provision to
          indemnify any party or assume any tax, environmental or other
          liability.

Except  as  set  forth  on  Schedule 4.07,  all  Rousse  Material
Contracts are valid, binding and enforceable against Rousse, and,
to  the knowledge of Rousse Holding and Rousse, the other parties
thereto, in accordance with their terms and are in full force and
effect,  except  as enforceability may be limited  by  applicable
bankruptcy,  insolvency, reorganisation,  moratorium  or  similar
laws affecting the enforcement of creditors' rights generally and
general  equitable principles, and neither Rousse,  nor,  to  the
knowledge  of Rousse Holding and Rousse, any other party  to  any
Rousse  Material Contract, is in breach of, violation of,  or  in
default under the terms of any such Rousse Material Contract,  if
such  breach, violation or default would have a Material  Adverse
Effect.   Except  as  set forth on Schedule 4.07,  no  event  has
occurred  that  with notice or passage of time or both  would  be
likely  to result in a breach of, violation of, or default under,
the  terms  of  any  Rousse Material Contract,  if  such  breach,
violation or default would have a Material Adverse Effect.   None
of  the  existing  rights  of Rousse under  any  Rousse  Material
Contract will be impaired by the consummation of the transactions
contemplated  by this Agreement, and all of such rights  will  be
enforceable by Rousse after the Closing Date without the  consent
or agreement of any other party, including any existing rights to
renew the applicable Rousse Material Contract.

Section 4.08   Employment Matters

Except  as set forth on Schedule 4.08, to the knowledge of Rousse
Holding  and  Rousse, none of the officers,  directors,  and  key
employees  of  Rousse is obligated under any contract  (including
licenses,  covenants,  or commitments of  any  nature)  or  other
agreement,  or subject to any judgment, decree or  order  of  any
court  or administrative agency, that would conflict with his  or
her obligation to use his or her reasonable commercial efforts to
promote  the interests of Rousse and the Company, or  that  would
conflict with the business of Rousse and the Company.  Except  as
set forth on Schedule 4.08, Rousse is not a party to or bound  by
any collective bargaining agreement or any other agreement with a
labor  union,  and there has been no effort by  any  labor  union
during  the  24  calendar months prior  to  the  date  hereof  to
organise  any  employees of Rousse into one  or  more  collective
bargaining  units.  There is no pending or, to the  knowledge  of
Rousse  Holding and Rousse, threatened labor dispute,  strike  or
work stoppage that would have a Material Adverse Effect.  Neither
Rousse,  nor  any agent, representative or employee  thereof  has
committed  any unfair labor practice as defined under  applicable
law  that  would have a Material Adverse Effect.  Except  as  set
forth  on  Schedule 4.08, to the knowledge of Rousse Holding  and
Rousse,  no  executive or key employee or group of key  employees
has  any  plans  to terminate his, her or their  employment  with
Rousse  as  a result of the transactions contemplated  hereby  or
otherwise.  Rousse has complied with applicable laws,  rules  and
regulations  relating  to  employment,  civil  rights  and  equal
employment  opportunities, if the failure to do so would  have  a
Material Adverse Effect.

Section 4.09   Employee Plans

Schedule 4.09 lists all employee benefit plans and all severance,
bonus, retirement, pension, profit-sharing, deferred compensation
plans  and  other  similar  fringe  or  employee  benefit  plans,
programs  or  arrangements,  and  all  employee  or  compensation
agreements, written or otherwise, for the benefit of, or relating
to,  any  employee  of  Rousse  (collectively,  "Rousse  Employee
Plans").  Neither Rousse nor any of its officers or directors has
taken  any action, directly or indirectly, to obligate Rousse  or
the  Company  to  adopt  any additional  Rousse  Employee  Plans.
Rousse  has complied in all material respects with all terms  and
conditions of the Rousse Employee Plans, if the failure to do  so
would have a Material Adverse Effect.

Section 4.10   Inventory

All  of the inventory of Rousse reflected on the Rousse Unaudited
Financial Statements (as defined in Section 4.14) is in existence
and  is  owned by Rousse, except for inventory sold  (i)  in  the
ordinary  course  of business consistent with past  practice,  or
(ii) pursuant to contracts disclosed in Schedule 4.07.

Section 4.11   Receivables

All of the Rousse Receivables (as defined below) reflected on the
Rousse  Unaudited Financial Statements have been  established  in
accordance  with International Accounting Standards ("IAS"),  are
valid  and  legally binding obligations of the obligor, represent
bona  fide  transactions  and arose in  the  ordinary  course  of
business  of  Rousse.  "Rousse Receivables" means all receivables
of  Rousse,  including all trade account receivables, receivables
arising from the provision of services, sale of inventory,  notes
receivable, and insurance proceeds receivable.

Section 4.12   Intellectual Property

Schedule  4.12 sets forth all patents, trademarks (registered  or
unregistered), service marks, trade names or brand names, company
names,  registered domain names, copyright registrations and  any
applications for any of the foregoing or any licenses granted  by
or  to Rousse with respect to any of the foregoing (collectively,
the  "Rousse Intellectual Property Rights").  Except as set forth
on  Schedule  4.12, Rousse (a) has, or has the legal  enforceable
right to use, all of the Rousse Intellectual Property Rights,  if
the  failure  to do so would have a Material Adverse Effect,  and
(b)  has  not received any written notice asserting  that  it  is
infringing any proprietary rights of any third party.

Section 4.13   Taxes

Except  as  set  forth  on Schedule 4.13, Rousse  has  accurately
prepared and timely filed all tax returns and reports required by
law to be filed by it, has paid or made provision for the payment
of  all  Rousse  Taxes (as defined below) shown  to  be  due  and
adequate provision have been made and are reflected in the Rousse
Financial Statements (as defined in Section 4.14) for all current
Rousse  Taxes  and other charges to which Rousse is  subject  and
that  are  not  currently due and payable.  To the  knowledge  of
Rousse  Holding and Rousse, such returns are true and correct  in
all material respects.  Except as set forth on Schedule 4.13,  to
the  knowledge  of  Rousse  Holding  and  Rousse,  there  are  no
additional  assessments  or  adjustments  pending  or  threatened
against  Rousse (or any of its predecessors) for any period,  nor
to  the knowledge of Rousse Holding and Rousse, any basis for any
such  assessment  or adjustment.  As used herein  "Rousse  Taxes"
means  all  national,  federal, provincial,  territorial,  state,
municipal,  local,  domestic, foreign or  other  taxes,  imposts,
rates,  levies, assessments and other charges including,  without
limitation,  ad  valorem,  capital, capital  stock,  customs  and
import   duties,   disability,  documentary  stamp,   employment,
estimated,  excise, fees, franchise, gains, goods  and  services,
gross  income,  gross  receipts, income,  intangible,  inventory,
license,  mortgage  recording, net income,  occupation,  payroll,
personal  property, production, profits, property, real property,
recording, rent, sales, severance, sewer, social security, stamp,
transfer, transfer gains, unemployment, use, value added,  water,
windfall  profits, and withholding, together with  any  interest,
additions, fines or penalties with respect thereto or in  respect
of  any failure to comply with any requirement regarding any  tax
returns  filed  by  Rousse and any interest in  respect  of  such
additions, fines or penalties.

Section 4.14   Financial Statements

Rousse  Holding  has delivered to each other Contributor  and  to
EBRD  an  audited balance sheet as of December 31, 1999, and  the
related  audited statements of income, shareholder's  equity  and
cash  flows for the 12 month period ended December 31, 1999,  for
Rousse  (the  "Rousse  Audited  Financial  Statements").   Rousse
Holding  has delivered to each other Contributor and to  EBRD  an
unaudited  balance sheet as of October 31, 2000, and the  related
unaudited  statement of income, for the seven month period  ended
October  31,  2000,  for Rousse (the "Rousse Unaudited  Financial
Statements,"  and  together  with the  Rousse  Audited  Financial
Statements,  the  "Rousse  Financial  Statements").   The  Rousse
Financial  Statements are complete and correct  in  all  material
respects,  are consistent with the books and records  of  Rousse,
fairly  present, in all material respects, the financial position
and  results of operations of Rousse as of the dates and for  the
periods indicated and have been prepared in all material respects
in  accordance with IAS applied on a consistent basis  throughout
the  periods indicated; provided, however, that no representation
is  made  in  this Section 4.14 regarding accounts receivable  or
inventory, as to which the only representations are those made in
Sections  4.10  and  4.11.  Except as set  forth  in  the  Rousse
Financial   Statements,  Rousse  has  no  material   liabilities,
contingent  or  otherwise, that are required, in accordance  with
IAS,   consistently  applied,  to  be  reflected  on  the  Rousse
Financial  Statements,  other than liabilities  incurred  in  the
ordinary course of business subsequent to October 31, 2000, which
are not in the aggregate material.

Section 4.15   Absence of Changes

     (a)  Since the date of the Rousse Unaudited Financial Statements,
          there has been no change in the business, assets, liabilities,
          condition (financial or otherwise), net worth, results of
          operations or prospects of Rousse that would have a Material
          Adverse Effect.

     (b)  Except for the transactions contemplated hereby, which for
          the avoidance of doubt shall include entry into the EBRD Loan
          Amending Agreement and the transactions contemplated thereby,
          since the date of the Rousse Unaudited Financial Statements there
          has not been:

          (i)   any damage, destruction or loss, whether or not covered by
                insurance, that would have a Material Adverse Effect

          (ii)  any waiver by Rousse of a valuable right or of a material
                debt owed to it;

          (iii) any satisfaction or discharge of any lien, claim or
                encumbrance or payment of any obligation by Rousse, except in
                the ordinary course of business and that is not material to the
                assets, properties, financial condition, operating results or
                business of Rousse (as such business is presently conducted and
                as it is proposed to be conducted);

          (iv)  any material change or amendment to a material contract or
                arrangement by which Rousse or any of its assets or properties
                is bound or subject;

          (v)   receipt of notice that there has been a loss of, or material
                order cancellation by, any customer of Rousse accounting for
                15% or more of Rousse's revenue in the 12 month period ending
                October 31, 2000;

          (vi)  any mortgage, pledge, transfer of a security interest in, or
                lien, created by Rousse, with respect to any of its material
                properties or assets, except liens for taxes not yet due or
                payable; or

          (vii) the acquisition or disposition of any material asset of
                Rousse or any material debt incurred, disposed of or retired by
                Rousse, except related to Korten.

Section 4.16   No Misrepresentations

The  representations and warranties set forth in this  Article  4
and  the  Schedules  thereto contain no  untrue  statement  of  a
material  fact and do not omit to state a material fact necessary
in  order to make the representations and warranties made, in the
light  of  the  circumstances under which  they  were  made,  not
misleading.  To the knowledge of Rousse Holding and Rousse, there
has  been  disclosed to the BI Holders, EBRD  and  the  Other  DB
Shareholders, pursuant to this Agreement or otherwise, all  facts
and   circumstances  that  are  material  to  Rousse's  financial
condition,  results of operation, and business as now  conducted,
taken as a whole.


                           ARTICLE 5.
    REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRIBUTORS


Section 5.01   DB Contributors

Each DB Contributor, in respect of itself only, severally and not
jointly with any other DB Contributor, represents and warrants to
Rousse Holding, EBRD and Seaboard as set forth below:

     (a)  Due Authorisation; Binding Agreement.  Such DB Contributor
          has full power and authority to execute, deliver and perform its
          obligations under the Transaction Agreements to which it is a
          party.  All corporate action on the part of such DB Contributor
          and its officers, directors, employees, members, partners or
          shareholders necessary for the authorisation, execution and
          delivery of the Transaction Agreements to which it is a party,
          and the performance of all obligations of the DB Contributor
          thereunder has been taken.  Each of the Transaction Agreements to
          which it is a party, when executed and delivered by the DB
          Contributor, assuming the due execution and delivery thereof by
          the other parties thereto, shall constitute a valid and legally
          binding obligation of the DB Contributor, enforceable against it
          in accordance with its terms, subject to: (a) judicial principles
          limiting the availability of specific performance, injunctive
          relief and other equitable remedies, and (b) bankruptcy,
          insolvency, reorganisation, moratorium or other similar laws now
          or hereafter in effect generally relating to or affecting
          creditors' rights.

     (b)  Consents.  No consent, authorisation, order or approval of
          (or filing or registration with) any governmental commission,
          board or other regulatory body or any other third party is
          required to be made, obtained or given by such DB Contributor in
          connection with the execution, delivery and performance of the
          Transaction Agreements to which it is a party and the performance
          of the transactions contemplated thereby.

     (c)  Shares Ownership.  Such DB Contributor owns the number of
          registered shares in the capital of DB set forth opposite its
          name on Schedule 2.02, free and clear of any lien or encumbrance,
          other than the EBRD Liens.  Immediately following the Closing,
          the Company will own all of the registered shares in the capital
          of DB previously owned by such DB Contributor, free and clear of
          any lien or encumbrance created by such DB Contributor, other
          than the EBRD Liens.

     (d)  No Violation.  The execution, delivery and performance of
          each of the Transaction Agreements to which it is a party by such
          DB Contributor do not and will not, with or without the giving of
          notice, lapse of time or both, (i) violate, conflict with or
          constitute a default under any term or condition of (A) the
          organisational documents of such DB Contributor or (B) any term
          or provision of any judgment, decree, order, statute, injunction,
          rule or regulation of a governmental unit applicable to such DB
          Contributor or any agreement, contract, mortgage, indenture,
          lease or other arrangement to which such DB Contributor is a
          party or by which such DB Contributor is bound or to which the
          assets of such DB Contributor are subject (including, without
          limitation, the Shareholders Agreement, dated July 29, 1998, as
          amended, among BI, Baarsma, BCEF and EBRD as shareholders of DB),
          or (ii) result in the creation of any lien or other encumbrance
          upon any of the capital stock of DB owned by such DB Contributor.

     (e)  Liabilities and Financial Status.  Such DB Contributor is
          solvent, has not made a general assignment for the benefit of its
          creditors, and has not admitted in writing its inability to pay
          its debts as they become due, nor has such DB Contributor filed,
          nor does such DB Contributor contemplate the filing of, any
          bankruptcy, reorganisation, arrangement, insolvency or
          liquidation proceeding, or any other proceeding for the relief of
          debtors in general, nor has any such proceeding been instituted
          by or against such DB Contributor, nor, to the best knowledge of
          such DB Contributor, is any such proceeding threatened or
          contemplated.  As of the Closing Date, BCEF will have no
          liabilities.

Section 5.02   BI Holders

Each BI Holder, in respect of such BI Holder only, severally  and
not jointly with any other BI Holder, represents and warrants  to
Rousse Holding, EBRD and Seaboard as set forth below:

     (a)  Due Authorisation; Binding Agreement.  Such BI Holder has
          full power and authority to execute, deliver and perform its
          obligations under the Transaction Agreements to which it is a
          party.  All action on the part of such BI Holder necessary for
          the authorisation, execution and delivery of the Transaction
          Agreements to which it is a party, and the performance of all
          obligations of such BI Holder thereunder has been taken.  Each of
          the Transaction Agreements to which it is a party, when executed
          and delivered by such BI Holder, assuming the due execution and
          delivery thereof by the other parties thereto, shall constitute a
          valid  and legally binding obligation of such BI Holder
          enforceable against it in accordance with its terms, subject to:
          (a) judicial principles limiting the availability of specific
          performance, injunctive relief and other equitable remedies, and
          (b) bankruptcy, insolvency, reorganisation, moratorium or other
          similar laws now or hereafter in effect generally relating to or
          affecting creditors' rights.

     (b)  Consents.  Except as identified on Schedule 5.02, no
          consent, authorisation, order or approval of (or filing or
          registration with) any governmental commission, board or other
          regulatory body or any other third party is required to be made,
          obtained or given by such BI Holder in connection with the
          execution, delivery and performance of the Transaction Agreements
          to which it is a party and the performance of the transactions
          contemplated thereby.

     (c)  Shares Ownership.  Such BI Holder owns the number of the
          issued shares of BI set forth next to his name on Schedule 3.02,
          free and clear of any lien or encumbrance, other than the EBRD
          Liens.  Immediately following the Closing the Company will own
          all of the issued shares of BI owned by such BI Holder, free and
          clear of any lien or encumbrance created by such BI Holder, other
          than the EBRD Liens.

     (d)  No Violation.  Subject to obtaining the items listed in
          Schedule 5.02, the execution, delivery and performance of each of
          the Transaction Agreements to which it is a party by such BI
          Holder do not and will not, with or without the giving of notice,
          lapse of time or both, (i) violate, conflict with or constitute a
          default under any term or condition of any term or provision of
          any judgment, decree, order, statute, injunction, rule or
          regulation of a governmental unit applicable to such BI Holder or
          any agreement, contract, mortgage, indenture, lease or other
          arrangement to which such BI Holder is a party or by which such
          BI Holder is bound or to which the assets of such BI Holder are
          subject, or (ii) result in the creation of any lien or other
          encumbrance upon any of the capital stock of BI.

     (e)  Liabilities and Financial Status.  Such BI Holder is
          solvent, has not made a general assignment for the benefit of his
          creditors, and has not admitted in writing his inability to pay
          his debts as they become due, nor has such BI Holder filed, nor
          does he contemplate the filing of, any bankruptcy,
          reorganisation, arrangement, insolvency or liquidation
          proceeding, or any other proceeding for the relief of debtors in
          general, nor has any such proceeding been instituted by or
          against such BI Holder, nor, to the best knowledge of such BI
          Holder is any such proceeding threatened or contemplated.
          Neither BI or any of its subsidiaries, nor DB or any of its
          subsidiaries, is indebted to such BI Holder, except as set forth
          on Schedule 1.03(b).

Section 5.03   Rousse Holding and Seaboard

Rousse  Holding  and Seaboard, severally and  not  jointly,  each
represent to each BI Holder, EBRD and each DB Contributor as  set
forth below:

     (a)  Due Authorisation; Binding Agreement.  Rousse Holding has
          full power and authority to execute, deliver and perform its
          obligations under the Transaction Agreements to which it is a
          party.  All corporate action on the part of Rousse Holding and
          its officers, directors, employees, members, partners or
          shareholders necessary for the authorisation, execution and
          delivery of the Transaction Agreements to which it is a party,
          and the performance of all obligations of Rousse Holding
          thereunder has been taken.  Each of the Transaction Agreements to
          which it is a party, when executed and delivered by Rousse
          Holding, assuming the due execution and delivery thereof by the
          other parties hereto or thereto, shall constitute a valid and
          legally binding obligation of Rousse Holding, enforceable against
          it in accordance with its terms, subject to: (a) judicial
          principles limiting the availability of specific performance,
          injunctive relief and other equitable remedies, and (b)
          bankruptcy, insolvency, reorganisation, moratorium or other
          similar laws now or hereafter in effect generally relating to or
          affecting creditors' rights.

     (b)  Consents.  No consent, authorisation, order or approval of
          (or filing or registration with) any governmental commission,
          board or other regulatory body or any other third party is
          required to be made, obtained or given by Rousse Holding in
          connection with the execution, delivery and performance of the
          Transaction Agreements to which it is a party, and the
          performance of the transactions contemplated thereby.

     (c)  Shares Ownership; Note.  Rousse Holding owns 328,398 Rousse
          Shares, representing approximately ninety-six percent (96%) of
          the registered shares in the capital of Rousse, free and clear of
          any lien or encumbrance.  Immediately following the Closing, the
          Company will own 328,398 Rousse Shares, representing
          approximately ninety-six percent (96%) of the registered shares
          in the capital of Rousse, free and clear of any lien or
          encumbrance created by Rousse Holding.  SIF has transferred to
          the Company, with full title guarantee, the Sold Note.  Rousse
          Holding owns the Seaboard Note, free and clear of any lien or
          encumbrance.

     (d)  No Violation.  The execution, delivery and performance of
          each of the Transaction Agreements to which it is a party by
          Rousse Holding do not and will not, with or without the giving of
          notice, lapse of time or both, (i) violate, conflict with or
          constitute a default under any term or condition of (A) the
          organisational documents ofRousse Holding, or (B) any term or
          provision of any judgment, decree, order, statute, injunction, rule
          or regulation of a governmental unit applicable to Rousse Holding or
          any agreement, contract, mortgage, indenture, lease or other
          arrangement to which Rousse Holding is a party or by which Rousse
          Holding is bound or to which the assets of Rousse Holding are
          subject, or (ii) result in the creation of any lien or other
          encumbrance upon any of the capital stock of Rousse owned by Rousse
          Holding.

     (e)  Liabilities and Financial Status.  Rousse Holding has no liabilities.
          Rousse Holding is solvent, has not made a general assignment for the
          benefit of its creditors, and has not admitted in writing its
          inability to pay its debts as they become due, nor has Rousse Holding
          filed, nor does Rousse Holding contemplate the filing of, any
          bankruptcy, reorganisation, arrangement, insolvency or liquidation
          proceeding, or any other proceeding for the relief of debtors in
          general, nor has any such proceeding been instituted by or against
          Rousse Holding, nor, to the best knowledge of Rousse Holding, is any
          such proceeding threatened or contemplated.

Section 5.04   Seaboard

Seaboard  represents  to  each  BI  Holder,  EBRD  and  each   DB Contributor
as set forth below:

     (a)  Due Authorisation; Binding Agreement.  Seaboard has full power and
          authority to execute, deliver and perform itsobligations under this
          Agreement.  All corporate action on the part of Seaboard and its
          officers, directors, employees, members, partners or shareholders
          necessary for the authorisation, execution and delivery of this
          Agreement, and the performance of all obligations of Seaboard
          hereunder has been taken.  This Agreement, assuming the due execution
          and delivery hereof by the other parties hereto, constitutes a valid
          and legally binding obligation of Seaboard, enforceable against it in
          accordance with its terms, subject to: (a) judicial principles
          limiting the availability of specific performance, injunctive relief
          and other equitable  remedies,  and  (b) bankruptcy,  insolvency,
          reorganisation, moratorium or other similar laws now or hereafter in
          effect generally relating to or affecting creditors' rights. The
          Seaboard Note is a valid and binding obligation of Seaboard.

     (b)  Consents.  No consent, authorisation, order or approval of(or filing
          or registration with) any governmental commission, board or other
          regulatory body or any other third party is required to be made,
          obtained or given by Seaboard in connection with the execution,
          delivery and performance of this Agreement, and the performance of
          the transactions contemplated thereby.

     (c)  No Violation.  The execution, delivery and performance of this
          Agreement by Seaboard do not and will not, with or without the giving
          of notice, lapse of time or both, violate, conflict with or
          constitute a default under any term or condition of (A) the
          organisational documents of Seaboard, or, (B) any term or provision
          of any judgment, decree, order, statute, injunction, rule or
          regulation of a governmental unit applicable to Seaboard or any
          agreement, contract, mortgage, indenture, lease or other arrangement
          to which Seaboard is a party or by which Seaboard is bound or to
          which the assets of Seaboard are subject.

     (d)  Liabilities and Financial Status.  Seaboard is solvent, has not made
          a general assignment for the benefit of its creditors, and has not
          admitted in writing its inability to pay its debts as they become
          due, nor has Seaboard filed, nor does Seaboard contemplate the filing
          of, any bankruptcy, reorganisation, arrangement, insolvency or
          liquidation proceeding, or any other proceeding for the relief of
          debtors in general, nor has any such proceeding been instituted by or
          against Seaboard, nor, to the best knowledge of Seaboard, is any such
          proceeding threatened or contemplated.

Section 5.05   EBRD

EBRD   represents  and  warrants  to  Rousse  Holding,  each   DB
Contributor and Seaboard as set forth below:

     (a)  Due  Authorisation; Binding Agreement.  EBRD  has  full
          corporate power and authority to execute, deliver and perform its
          obligations under this Agreement.  All corporate action on the
          part of EBRD necessary for the authorisation, execution and
          delivery of this Agreement, and the performance of  all
          obligations of EBRD hereunder has been taken.

     (b)  Shares Ownership.  EBRD owns 34,000 registered shares in the
          capital of Domaine  Boyar AD free and clear of any lien or
          encumbrance created by or through it.

     (c)  No Violation.  The execution, delivery and performance of
          this Agreement by EBRD do not and will not, with or without the
          giving of notice, lapse of time or both, violate, conflict with
          or constitute a default under any term or provision of the
          agreement establishing EBRD.


                           ARTICLE 6.
                        CERTAIN COVENANTS


Section 6.01   Conduct of Business of DB Pending the Closing

All  rights  and  remedies  arising under  Section  6.01  of  the
Original  Agreement  shall survive and continue  as  though  this
Agreement had not been entered into.


Section 6.02   Conduct of Business of BI Pending the Closing

All  rights  and  remedies  arising under  Section  6.02  of  the
Original  Agreement  shall survive and continue  as  though  this
Agreement had not been entered into.


Section 6.03   Conduct of Business of Rousse Pending the Closing

All  rights  and  remedies  arising under  Section  6.03  of  the
Original  Agreement  shall survive and continue  as  though  this
Agreement had not been entered into.


Section   6.04     BCEF  Loan;  Intercreditor  and  Subordination
Agreements for BI Holders

At  Closing,  BCEF  shall procure that its affiliate  The  Baring
Central  European  Fund, L.P. shall (a)  amend  and  restate  its
existing  loan  to  DB, by entering into an  agreement  with  the
Company  in the form attached as Exhibit H-1, (b) enter  into  an
agreement regarding the subordination of such loan in the form of
the  agreement  attached as Exhibit H-2, and (c)  enter  into  an
intercreditor agreement with Seaboard and the BI Holders  in  the
form of the agreement attached as Exhibit C.  At Closing, the  BI
Holders   listed  on  Schedule  1.03(b)  shall  enter   into   an
intercreditor agreement in the form of Exhibit C, and shall enter
into  an  agreement regarding the subordination of  the  payments
under  the  BI  Shareholder Payment Agreements  in  the  form  of
Exhibit M-2.


Section 6.05   Further Assurances

Each  of the parties hereto shall execute such documents and take
such  further actions as may be reasonably required to carry  out
the  provisions hereof or to give effect to the Transactions  (as
defined in Section 7.01).


Section 6.06   Updated Schedules

The  Schedules  delivered  pursuant hereto  by  each  Contributor
include  all  modifications,  deletions  and  additions  to   the
Schedules delivered by such Contributor pursuant to the  Original
Agreement  (pursuant  to  Article 2,  3,  4,  or  5  thereof,  as
applicable) that are necessary in order for such Schedules (a) to
comply  with  the requirements of the Original Agreement  on  the
date  thereof, or (b) to reflect matters arising after  the  date
thereof  that, had they existed or been known to such Contributor
on  the date thereof, would have been required to be reflected on
such  Schedules.  No amendment described in the foregoing  clause
(a)  shall  limit  or  affect  any  of  the  parties'  rights  or
obligations under the Original Agreement, which shall be based on
the  Schedules  as  they  existed at the  date  of  the  Original
Agreement   without  taking  into  account  any  such  amendment.
Amendments described in the foregoing clause (b) shall be  deemed
to  have been made as of the date of the Original Agreement,  and
no matter disclosed pursuant to such amendment shall give rise to
any right or remedy hereunder or under the Original Agreement.


                           ARTICLE 7.
                         CLOSING MATTERS


Section 7.01   Conditions to Each Party's Obligations

The  parties  other  than  EBRD acknowledge  that  the  following
conditions  to  the  respective  obligations  of  each  party  to
consummate    the   transactions   contemplated    hereby    (the
"Transactions") have been satisfied:

     (a)  Injunction.  There is no effective injunction, writ  or
          preliminary restraining order or any order of any nature issued
          by a court or governmental agency of competent jurisdiction to
          the effect that the Transactions may not be consummated as
          provided in this Agreement.

     (b)  Consents.  All consents, authorisations, orders and
          approvals of (or filings or registrations with) any governmental
          commission, board or other regulatory body and of any other third
          party required in connection with the execution, delivery and
          performance of this Agreement and the consummation of the
          Transactions have been obtained.

     (c)  Auditors' Certificates.  Such auditors' certificate or
          certificates as are required under Luxembourg law in connection
          with the issuance to the Contributors and to EBRD of Company
          Shares in accordance with the terms hereof have been obtained.

     (d)  Opinion of Luxembourg Counsel.  The parties have received,
          from Clifford Chance, Luxembourg, an opinion in form satisfactory
          to them.

Section 7.02   Conditions to Obligations of Rousse Holding

Rousse  Holding acknowledges that the conditions in the  Original
Agreement to its obligations to consummate the Transactions  have
been satisfied or waived.


Section 7.03   Conditions to Obligations of the BI Holders

The  BI  Holders acknowledge that the conditions in the  Original
Agreement  to  their obligations to consummate  the  Transactions
have been satisfied or waived.


Section  7.04    Conditions to the Obligations of  the  Other  DB
Shareholders

The  Other DB Shareholders acknowledge that the conditions in the
Original  Agreement  to  their  obligations  to  consummate   the
Transactions have been satisfied or waived.


Section 7.05   Conditions to Obligations of Seaboard

Seaboard   acknowledges  that  the  conditions  in  the  Original
Agreement to its obligations to consummate the Transactions  have
been satisfied or waived.


                           ARTICLE 8.
                      ADDITIONAL COVENANTS


Section 8.01   Korten

After the Closing Date, Rousse shall continue the defense of  the
litigation  identified  on  Schedule 4.05  with  respect  to  the
rightful ownership of Korten (the "Korten Litigation").   In  the
event  of  the entry of a final, non-appealable judgment  in  the
Korten  Litigation that impairs Rousse's good title to Korten  or
impairs  the use of Korten by Rousse, Seaboard will undertake  to
cause such title defect or impairment to be removed, and if it is
not  removed within one year from the date of such judgment shall
pay  to  Rousse any actual damages (not to exceed the depreciated
book  value of Korten on the books of Rousse) that Rousse  incurs
as  a result of such title defect or impairment.  If Seaboard and
the  Company do not mutually agree to the amount of such damages,
either  party  may  initiate  dispute resolution  proceedings  as
provided in Section 12.02.  It is recognised that Rousse will  be
leasing  from Summit Enterprises AD certain equipment for Korten,
pursuant  to  a lease having principal economic terms  consistent
with  those  summarised on Schedule 8.01 (the  "Korten  Equipment
Lease").   If,  as  a  consequence of the matters  that  are  the
subject of the Korten Litigation, Rousse no longer has the  right
to  operate Korten and Seaboard is not otherwise able to  provide
Rousse the benefits of such operation, the Korten Equipment Lease
shall terminate with respect to those assets that are subject  to
the  Korten  Equipment Lease and that the Company cannot  use  or
reasonably  determines  that it has no  business  use  for.   The
provisions of this Section 8.01 are in lieu of any other right or
remedy hereunder against Seaboard or Rousse Holding in connection
with the Korten Litigation.

Section 8.02   Seaboard Loan

At  or prior to the Closing, Seaboard shall make a loan to enable
Rousse  to  pay  off Rousse's drawn indebtedness  (excluding  any
guarantees) as of the Closing Date to SG Expressbank pursuant  to
an  agreement  in the form of Exhibit N-1, and the Company  shall
guarantee  the repayment of such loan pursuant to a Guarantee  in
the  form of Exhibit N-2.  Seaboard shall as of the Closing  Date
(a)  enter  into  an  agreement regarding  the  subordination  of
Rousse's  and the Company's indebtedness to Seaboard  under  such
agreements in the form of the agreement attached as Exhibit  N-3,
and  (b)  enter into an intercreditor agreement with  The  Baring
Central  European Fund, L.P. and the BI Holders in  the  form  of
Exhibit C.

Section 8.03   Withholding Tax

Seaboard  shall  pay  any  charges of withholding  tax  due  with
respect   to  past  or  pre-Closing  Date  management   fees   or
intercompany interest relating to Rousse.

Section 8.04   Temporary Import

Seaboard  shall pay any excise taxes, value added taxes or  other
charges,  related to the temporary import of the wine  identified
on  Schedule  8.04  by  Rousse, in excess  of  the  gross  profit
obtained  by  the  Company from the sale of such  wine.   If  the
custom  bonds  issued by SG Expressbank in favor  of  Rousse  and
guaranteed by Seaboard are drawn against, Seaboard will make  the
payments required under its guarantee.

Section 8.05   Certain Rights

The  parties  acknowledge and agree that all rights and  benefits
arising  under  that certain Agreement, dated  August  10,  1998,
between   Seaboard  and  The  Bulgarian  State  (the   "Bulgarian
Agreement"),  relating  to  the  issuance  of  Rousse  Shares  to
Seaboard and assurances regarding the liabilities of Rousse,  are
solely  for  the  benefit of Seaboard and  that  if  any  benefit
thereunder should accrue to Rousse after the Closing the  parties
will  take  all  actions necessary to transfer  such  benefit  to
Seaboard; provided, however, that if Seaboard receives a  payment
under  the Bulgarian Agreement by reason of a liability to  which
Rousse  is subject when the Rousse Shares are contributed to  the
Company, Seaboard will remit such payment to Rousse when  and  if
Rousse pays such liability.


                           ARTICLE 9.
                  SURVIVAL AND INDEMNIFICATION


Section 9.01   Survival

The  representations and warranties in Articles 2, 3 and 4 hereof
shall  survive  until July 31, 2001, and the representations  and
warranties  in  Article 5 hereof shall survive  until  the  first
anniversary of the Closing Date.

Section 9.02   Indemnification

Each Contributor, Seaboard and EBRD shall indemnify and hold  the
Company,  the  other Contributors and EBRD and  their  respective
shareholders, members, partners, employees, directors or officers
wholly   harmless  from  and  against  all  expenses   (including
reasonable  professional  fees  and  expenses),  losses,   costs,
deficiencies,  liabilities and damages  (collectively,  "Losses")
arising   out  of  or  resulting  from  (i)  any  breach   of   a
representation or warranty made by such Contributor (or  EBRD  or
Seaboard, as the case may be) in Article 5 (and, in the  case  of
Margarit Todorov ("Todorov"), Section 11.21) hereof (if the claim
for such indemnification is made prior to October 10, 2001), (ii)
any  material  breach  of any covenant of  such  Contributor  (or
Seaboard)   herein,  and  (iii)  any  capital  tax  incurred   in
Luxembourg   in   connection  with  the  contribution   of   such
Contributor or EBRD to the capital of the Company.

Section 9.03   Procedure for Indemnification - Third Party Claims

     (a)  Promptly after receipt by an indemnified party under Section
          9.02 of notice of the commencement of any demand, claim or
          proceeding against it, such indemnified party will, if a claim is
          to be made against an indemnifying party under Section 9.02, give
          notice to the indemnifying party of the commencement of such
          claim within 20 days of the notice of such demand, claim or
          proceeding, but the failure to notify the indemnifying party will
          not relieve the indemnifying party of any liability that it may
          have to any indemnified party, except to the extent that the
          indemnifying party demonstrates that the defense of such action
          is prejudiced by the indemnifying party's failure to give such
          notice.

     (b)  If any proceeding referred to in this Section 9.03 is
          brought against an indemnified party and it gives notice to the
          indemnifying party of the commencement of such proceeding, the
          indemnifying party will be entitled to participate in such
          proceeding and, to the extent that it wishes (unless the
          indemnifying party is also a party to such proceeding and outside
          counsel for the indemnified party reasonably determines in good
          faith that joint representation would be inappropriate due to an
          actual or potential conflict of interest or differing defenses),
          to assume the defense of such proceeding with counsel acceptable
          to the indemnified party and, after notice from the indemnifying
          party to the indemnified party of its election to assume the
          defense of such proceeding, the indemnifying party will not, as
          long as it diligently conducts such defense, be liable to the
          indemnified party under this Article 9 for any fees of other
          counsel or any other expenses with respect to the defense of such
          proceeding, in each case subsequently incurred by the indemnified
          party in connection with the defense of such proceeding.  If the
          indemnifying party assumes the defense of a proceeding, (i) no
          compromise or settlement of such claims may be effected by the
          indemnifying party without the indemnified party's consent unless
          (A) there is no finding or admission of any violation of law or
          any violation of the rights of any indemnified person and no
          effect on any other claims that may be made against the
          indemnified party, and (B) the sole relief provided is monetary
          damages that are paid in full by the indemnifying party; and (ii)
          the indemnified party will have no liability with respect to any
          compromise or settlement of such claims effected without its
          consent.

     (c)  Notwithstanding the foregoing, if an indemnified party
          determines in good faith that there is a reasonable probability
          that a proceeding may adversely affect it or its affiliates other
          than as a result of monetary damages for which it would be
          entitled to indemnification under this Agreement (or, in the case
          of EBRD, for any reason in its sole discretion), the indemnified
          party may, by notice to the indemnifying party, assume the
          exclusive right to defend, compromise, or settle such proceeding.
          The indemnifying party will not be bound by any determination of
          a proceeding so defended nor any compromise or settlement
          effected without its consent (which may not be unreasonably
          withheld).

Section 9.04   Procedure for Indemnification- Other Claims

A claim for indemnification for any matter not involving a third-
party  claim  may  be asserted by notice to the party  from  whom
indemnification is sought.


                           ARTICLE 10.
              ADJUSTMENTS IN CERTAIN CIRCUMSTANCES


Section 10.01  Definition and Purpose

For  the purpose of this Article 10, "Contributed Company"  means
BI,  DB or Rousse.  For the purposes only of this Article 10 EBRD
shall be treated as if a "Contributor".  The adjustments provided
for in this Article 10 constitute liquidated damages agreed to by
the  parties.  The method of adjustment provided in this  Section
is  not intended by the Contributors to imply a fair market value
for the Company on the Closing Date.

Section 10.02  Adjustments for Misrepresented Share Ownership

     (a)  If anything shall come to the attention of a Contributor
          that causes such Contributor to believe that the capital stock of
          a Contributed Company was not owned on the date hereof as
          represented herein, or contributed to the Company as required
          hereby, then such Contributor may give notice thereof to the
          other Contributors.  Such notice must be given before the first
          anniversary of the Closing Date.

     (b)  If it is established, by unanimous agreement of the parties
          or by mediation or arbitration pursuant to Section 11.02, that a
          Contributor (or BI with respect to the shares of DB held by it)
          did not own, or did not contribute to the Company, free and clear
          of all liens and encumbrances (other than the EBRD Liens), the
          registered shares or authorized and issued shares, as the case
          may be, in the capital of a Contributed Company (representing the
          percentage ownership of such Contributed Company) that such
          Contributor (or BI with respect to the shares of DB held by it)
          represented herein was owned by it and that such Contributor was
          required to contribute to the Company, and has not cured such
          failure or provided to the Company the beneficial ownership of all
          such shares, then the number of Common Shares to be issued or that
          have been issued to such Contributor shall be reduced, pursuant to
          the methodology set forth on Exhibit J hereto.  Such reduction shall
          be effective as of the time the required adjustment is established.
          In the event that any Adjustment Shares are required to be
          transferred by the BI Holders, such obligation shall be joint and
          several.

Section 10.03  Adjustments for Business Misrepresentations

     (a)  If anything shall come to the attention of a Contributor that  causes
          such Contributor to believe that facts  or circumstances existed at
          the Closing Date that caused one or more of the representations and
          warranties of another Contributor in Articles 2, 3 or 4 hereof not to
          be true and correct on the Closing Date, and that such facts and
          circumstances, considered in the aggregate, are reasonably likely to
          result in costs, expenses or liabilities to the Company, BI, DB, and
          Rousse, taken as a whole, that exceed, by at least $1,000,000, the
          costs, expenses and liabilities disclosed by such other Contributor
          herein with respect to a Contributed Company (subject to Section
          10.03(c) in the case of BI as a Contributed Company), then the
          Contributor having such belief shall give notice thereof to the other
          Contributors.  Such notice must be given before July 31, 2001, and is
          referred to as an "Adjustment Notice."

     (b)  To the extent that it is established, by unanimous agreement of the
          parties, or by mediation or arbitration pursuant to Section    11.02,
          that, as asserted in an Adjustment Notice, a Contributed Company has
          undisclosed costs, expenses and liabilities in excess of $1,000,000
          ($1,000,000 plus the amount of such excess being referred to as the
          "Loss," for that Contributed Company, except (i) that in no event
          shall the aggregate Loss with respect to a Contributed Company exceed
          $5,000,000, and (ii) as provided in Section     10.03(c) with respect
          to BI), and such Loss has not been cured or alleviated by the
          Contributor making the misrepresentation to the reasonable
          satisfaction of the other Contributors, then the number of Common
          Shares to be issued or that have been issued to the Contributor or
          Contributors making the misrepresentation shall be reduced by a
          number of Common Shares (the "Adjustment Shares") determined by
          dividing the Loss by US $50 million and multiplying the result by
          5,000,000 (with the number 5,000,000 in the foregoing being adjusted
          proportionally upon any stock split, stock dividend, or reverse stock
          split of the Company's Common Shares).

     (c)  With respect to BI as a Contributed Company, the following shall
          apply:

          (i)   "BI Parent" means BI disregarding BI's "Subsidiaries"
                (as defined in Article 3); "BI Subs" means BI's "Subsidiaries"
                (as defined in Article 3); and "Undisclosed Items" means
                undisclosed costs, expenses and liabilities.

          (ii)  An Adjustment Notice may be given if a Contributor believes
                the Undisclosed Items of the BI Subs exceed $100,000.

          (iii) If, as established pursuant to Section 10.03(b), the
                Undisclosed Items of the BI Subs are in excess of $100,000,
                then $100,000 plus the amount of such excess shall be a
                "Loss" for BI,regardless of the Undisclosed Items of BI Parent.

          (iv)  For the avoidance of doubt, the following table shows examples
                of the operation of the foregoing:


                                                 Aggregate Loss
                BI Subs           BI Parent          Used in
              Undisclosed        Undisclosed       Adjustment
                 Items              Items        Formula for BI
                                                as a Contributed
                                                     Company

               $ 90,000           $  900,000           -0-
               $200,000               -0-          $  200,000
               $ 90,000           $1,010,000       $1,100,000
               $200,000           $  900,000       $1,100,000


     (a)  The  Adjustment  Shares  shall be  distributed  to  the
          Contributors other than the Contributor or Contributors making
          the misrepresentation in the ratios set out in the following
          table taken from the column corresponding to the Contributed
          Company incurring the Loss.  In the event that any Adjustment
          Shares are required to be transferred by the BI Holders, such
          obligation shall be joint and several.




                                       Ratio In Which to Apportion
                                   Adjustment Shares in Event of a Loss at:

                                         BI         Rousse        DB

          Rousse Holdings                44.90%                  76.54%
          BI Holders (in respect of DB)  27.74%       40.28%
          BI Holders (in respect of BI)               19.99%     23.46%
          BCEF                           17.84%       25.91%
          EBRD                            4.76%        6.91%
          Baarsma                         4.76%        6.91%
                                        100.00%      100.00%    100.00%


Adjustments   hereunder  affecting  the  BI  Holders   shall   be
apportioned  among  them in proportion to their  holdings  of  BI
Shares immediately prior to the Closing.  In the event of a  Loss
relating  to  DB, the adjustments hereunder will  be  apportioned
among  the  DB  Contributors in proportion  to  their  respective
direct  and  indirect interests in DB immediately  prior  to  the
Closing.

Section 10.04  Adjustments for Certain Matters Relating to BI

     (a)  For the purposes hereof, all expenses (including reasonable
          professional fees and expenses), losses, costs, deficiencies,
          liabilities and damages incurred by the Company or any of its
          subsidiaries by reason of either or both of the following matters
          are referred to collectively as  "Special BI Losses":

          (i)  The litigation involving Mr. Tiko Alalouff referred to on
               Schedule 3.05, and any matters relating thereto, but only if (x)
               judgment is given in favor of Mr. Alalouff, or (y) Mr.
               Alalouff's claim is settled on terms that involve the payment
               to him in respect of his claim of an amount that exceeds
               $30,000.

          (ii) Capital gains tax due in respect of any disposal or deemed
               disposal of shares in connection with the reorganization of BI
               and the creation of DB that occurred in July and August of 1998.

     (b)  Upon each incurrence of a Special BI Loss, the number of
          Common Shares to be issued or that have been issued to the BI
          Holders shall be reduced by a number of Common Shares (the
          "Special BI Adjustment Shares") determined by dividing such
          Special BI Loss by US $50 million and multiplying the result by
          5,000,000 (with the number 5,000,000 in the foregoing being
          adjusted proportionally upon any stock split, stock dividend, or
          reverse stock split of the Company's Common Shares).

     (c)  The Special BI Adjustment Shares shall be distributed to the
          other Contributors in the ratios set out in the table in Section
          10.03(d) in the applicable column for BI.  In the event that any
          Special BI Adjustment Shares are required to be transferred by
          the BI Holders, such obligation shall be joint and several.

     (d)  Adjustments hereunder shall be apportioned among the BI
          Holders in proportion to their holdings of BI Shares immediately
          prior to the Closing.


                           ARTICLE 11.
                          MISCELLANEOUS


Section 11.01  Governing Law

This  Agreement shall be governed by and construed in  accordance
with the laws of England.

Section 11.02  Dispute Resolution

Each  of  the parties hereto agrees that any claim or controversy
arising  out  of or relating to this Agreement shall be  resolved
pursuant to the procedures in Exhibit I hereto.

Section 11.03  EBRD's Privileges and Immunities

Nothing  in  this Agreement or any agreement contemplated  hereby
shall   be   construed  as  a  waiver,  renunciation   or   other
modification of any immunities, privileges or exemptions of  EBRD
accorded  under  the  Agreement Establishing  European  Bank  for
Reconstruction and Development, international convention  or  any
applicable law.

Section 11.04  Successors and Assigns

The  provisions of this Agreement shall inure to the benefit  of,
and  be binding upon, the successors and permitted assigns of the
parties hereto, and the rights, remedies and entitlements of  the
parties  under this Agreement may not be assigned in full  or  in
part without the consent of the other parties.

Section 11.05  Entire Agreement

This  Agreement  (including the Exhibits and  Schedules  attached
hereto), the other Transaction Agreements and the other documents
delivered   pursuant  hereto  constitute  the  full  and   entire
understanding and agreement among the parties with regard to  the
subjects  hereof  and thereof and supersede all prior  agreements
and understandings (oral or written) between or among the parties
with respect to such subject matter.

Section 11.06  Amendment

This  Agreement  may  not  be  modified,  amended,  supplemented,
cancelled or discharged, except by written instrument executed by
the  parties.   No  party  has entered  into  this  Agreement  in
reliance  on any representation or warranty, except as set  forth
in  this  Agreement.  No failure to exercise,  and  no  delay  in
exercising,  any  right, remedy, power or  privilege  under  this
Agreement  shall  operate as a waiver and no  single  or  partial
exercise of any right, remedy, power or privilege hereunder shall
preclude  the  exercise  of any other  right,  remedy,  power  or
privilege nor shall it exhaust the same or constitute a waiver of
any other right, remedy, power or privilege provided herein.

Section 11.07  Notices

All  notices  and  other  communications  required  or  permitted
hereunder  shall  be  given  in  writing  and  shall  be   deemed
effectively  given  upon  personal delivery,  or  delivery  by  a
recognized international courier service, or otherwise  delivered
by hand or by messenger, addressed as set forth on Schedule 11.07
attached hereto with respect to each of the parties.

Section 11.08  Payment of Fees and Expenses

Subject  to  Section  5.13  of  the  Amended  and  Restated  Loan
Agreement attached hereto at Exhibit F, the parties and BI  shall
pay their own fees and expenses, including their own professional
fees,  incurred  in  connection with the Transactions;  provided,
however,  that promptly following the Closing Date,  the  Company
(a)   shall  pay  BCEF  an  aggregate  amount  of  $100,000,   as
reimbursement for its transaction costs and a fee, and (b)  shall
pay  to  BCEF the reasonable costs of its advisors in  connection
with  the services performed by or coordinated through the London
office   of  PricewaterhouseCoopers  for  tax,  structuring   and
corporate  advice for the benefit of all parties  (including  the
advice of Luxembourg counsel).  To the extent the amount paid  by
BI  for  professional  fees, costs, expenses  and  disbursements,
including  value  added  tax ("VAT") payable  thereon  (less  VAT
credit received by BI) exceeds $100,000, the amount of the excess
shall  reduce the aggregate amount payable under Section 2(d)  of
the BI Shareholder Payment Agreements.

Section 11.09  Construction of Certain Terms

The  titles  of the articles, sections, and subsections  of  this
Agreement are for convenience of reference only and are not to be
considered  in  construing this Agreement.   Wherever  the  words
"including," "include" or "includes" are used in this  Agreement,
they  shall be deemed followed by the words "without limitation."
References to any gender shall be deemed to mean any gender.

Section 11.10  Counterparts

This  Agreement  may be executed in any number  of  counterparts,
each  of  which  shall be an original, but all of which  together
shall constitute one instrument.

Section 11.11  Remedies Cumulative; Waiver

Except  as provided in Section 8.01, no right or remedy  referred
to  herein  or in any exhibit hereto is intended to be exclusive,
but  each shall be cumulative and in addition to any other  right
and remedy referred to above or otherwise available to a party at
law  or  in  equity;  provided, however, that the  provisions  of
Article 10 hereof are the sole remedies hereunder for breaches of
the representations and warranties in Articles 2, 3 and 4 hereof,
and  any  right of rescission arising therefrom or any  right  to
claim  damages  or other relief in equity, tort, contract  and/or
under  the Misrepresentation Act 1967 (save in the case of fraud)
is  expressly waived.  No express or implied waiver by any  party
of  any  default  shall be a waiver of any future  or  subsequent
default.

Section 11.12  No Partnership or Agency

Nothing  contained  in  this Agreement  is  to  be  construed  as
creating  a  partnership between any of  the  parties.   Save  as
provided in Section 11.22 nothing contained in this Agreement  is
to  be  construed so as to constitute any party the agent of  the
other for any purpose.

Section 11.13  Joint and Several Obligations

Save  as  otherwise  provided herein,  all  obligations  in  this
Agreement are several and not joint.

Section 11.14  English Language

This  Agreement  is  drawn up in the English language.   If  this
Agreement  is  translated  into  another  language,  the  English
language text prevails.

Section 11.15  Third Party Rights

A  person who is not a party to this Agreement has no right under
the  Contracts (Rights of Third Parties) Act 1999 to enforce  any
terms of this Agreement.

Section 11.16  Severability

Should  any  provision  of  this Agreement,  for  any  reason  be
declared invalid or unenforceable, such decision shall not affect
the validity or enforceability of any of the other provisions  of
this  Agreement, which remaining provisions shall remain in  full
force  and  effect  and  the  application  of  such  invalid   or
unenforceable provision to any party or circumstances other  than
those  as  to which it is held invalid or unenforceable shall  be
valid and enforced to the fullest extent permitted by law.

Section 11.17  Timely Performance

Time  is  of the essence as to the performance of the obligations
required of the respective parties under this Agreement.

Section 11.18  United States Dollars

All  references  to "dollars" or "($)" in this Agreement  are  to
United States dollars.

Section 11.19  Disclosure

Any  matter  disclosed  on  any Schedule  delivered  pursuant  to
Article  2, 3, or 4 hereof shall be deemed disclosed for purposes
of  all  of  the representations and warranties in that  Article.
Each  Contributor and Seaboard shall be deemed to have disclosed,
pursuant  to Sections 2, 3, 4 or 5 as applicable, to  each  other
Contributor (and to Seaboard, whether or not it is a Contributor)
and  to  EBRD  all  matters  of which any  employee,  counsel  or
financial advisor of such other Contributor has knowledge.

Section 11.20  Publicity

The   parties  agree  that  any  public  announcement  or   other
disclosure  to  a third party regarding this Agreement  shall  be
subject  to  the prior written approval of Rousse Holding,  EBRD,
Todorov  and  BCEF, provided that (i) BCEF shall be  entitled  to
disclose the contents of this Agreement to its investors (subject
to  confidentiality restrictions), (ii) each of the parties shall
be entitled to disclose the contents of this Agreement to parties
with  a  legitimate interest who have executed a  confidentiality
agreement,   and   (iii)  EBRD  may  disclose   such   documents,
information   and   records  regarding  the  Company   (and   its
subsidiaries)  and  this  transaction as  EBRD  reasonably  deems
appropriate in connection with any dispute involving the  Company
or  the other parties to preserve or enforce any of EBRD's rights
under this Agreement or any agreement contemplated hereby and  on
a  confidential  basis to EBRD's directors, officers,  staff  and
advisors.

Section 11.21  Action by BI Holders

Every decision to be made, or waiver, approval or agreement to be
given,  by  the BI Holders under this Agreement shall  be  deemed
made or given unanimously by them, and shall bind all of them, if
and  only  if  made  or given by Todorov.  Without  limiting  his
representations and warranties in Section 12.16 of  the  Original
Agreement, or any right or remedy in the Original Agreement  with
respect  thereto, all of which shall continue to have the  effect
provided  for in the Original Agreement, as though this Agreement
had  not been entered into, by his execution and delivery  hereof
Todorov represents and warrants to all the parties hereto that he
has  been  duly  authorized,  by one or  more  instruments  (duly
executed  original  copies of which had  been  delivered  to  the
Contributors), to execute and deliver this Agreement on behalf of
each  BI Holder, and that, upon his execution and delivery hereof
on  their behalf, this Agreement is the valid and legally binding
obligation of the BI Holders.

IN  WITNESS  WHEREOF, the parties have executed this Amended  and
Restated Contribution Agreement on the Closing Date.

SOMERSET LIMITED

By:    /s/ DAVID BECKER

Name:  DAVID BECKER

Title: Attorney-in-Fact


BARING CENTRAL EUROPEAN
INVESTMENTS B.V.

By:    /s/ WILLIAM R. WATSON

Name:  WILLIAM R. WATSON

Title: Attorney-in-Fact



BAARSMA'S HOLDING B.V.

By:    /s/ MARGARIT TODOROV

Name:  MARGARIT TODROV

Title: Attorney-in-Fact



SEABOARD CORPORATION

By:    /s/ DAVID BECKER

Name:  DAVID BECKER

Title: Attorney-in-Fact





EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

By:    /s/ SHEVKI ACUNER

Name:  SHEVKI ACUNER

Title: Authorized Signer




(signatures for BI Holders on attached page(s))



Signature Page to Amended and Restated Contribution Agreement, dated
December 29, 2000, Among Seaboard Corporation, Somerset Limited, The
Shareholders of Boyar International Limited, Baarsma's Holding B.V.,
Baring Central European Investments B.V., and European Bank for
Reconstruction and Development







   /s/   Margarit Slavov Todorov
Margarit Slavov Todorov, individually and as attorney
or each of Vladimir Filipov Ichpekov, Malcolm John Rowe
Nikolai Milenov Beshkov, Nikolai Konstantinov Boninski,
Hristo Ivanov Karabaliev,  Kolio Tonchev Fakirev,
Georgi Valchev Radichev, Krassimir Danev Avramov,
Tanio Georgiev Mitev



The  following Exhibits and Schedules to the Amended and Restated
Contribution Agreement have been omitted.  The Company agrees  to
furnish  to  the  Commission supplementally a copy  of  any  such
omitted Exhibit or Schedule upon request.


                        LIST OF EXHIBITS

Exhibit A           Charter

Exhibit B           Omitted

Exhibit C           Form of Intercreditor Agreement

Exhibit D           Certain Definitions

Exhibit E           Form of Shareholders' Agreement

Exhibit F           EBRD Loan Agreement and Restatement Agreement
                    with Amended and Restated EBRD Loan Agreement
                    as Schedule [   ] thereto.

Exhibit G           Knowledge

Exhibit H-1         Form of BCEF Loan Agreement

Exhibit H-2         Form of BCEF Subordination Agreement

Exhibit I           Arbitration Procedures

Exhibit J           Adjustment Methodology

Exhibit K           BI Holders

Exhibit L           Omitted

Exhibit M-1         Form of BI Shareholder Payment Agreement

Exhibit M-2         Form of BI Holder Subordination Agreement

Exhibit N-1         Form of Seaboard Loan Agreement

Exhibit N-2         Form of Guarantee of Seaboard Loan Agreement

Exhibit N-3         Form of Seaboard Subordination Agreement

Exhibit O           Form of Class C Repurchase Agreement

Exhibit P           Form of Expense Letter



                        LIST OF SCHEDULES


  SCHEDULE                   DOCUMENT DESCRIPTION

Schedule 1.02(b)      Intercompany Debt"

Schedule 1.02(d)      EBRD Liens.

Schedule 1.03(b)      Payees   and   Amounts  Under  Boyar  International
                      Shareholder Payment Agreements

Schedule 2.01 - 2.13  Domaine Boyar Disclosure Schedules

Schedule 3.01 - 3.15  Boyar International Disclosure Schedules

Schedule 4.01 - 4.13  Vinprom Rousse Disclosure Schedules

Schedule 8.01         Korten Equipment Lease

Schedule 8.04         Seaboard  tax obligations related to the  temporary
                      import  of  the  wine by Rousse, in excess  of  the
                      gross profit obtained by the Company from the  sale
                      of such wine

Schedule 11.07        Notice Addresses




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2a.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
<TEXT>


                      SEABOARD CORPORATION
               SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
        AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001


                            ARTICLE I
                      ESTABLISHMENT OF PLAN

     Seaboard  Corporation  established the Seaboard  Corporation
Supplemental Executive Retirement Plan which plan was amended and
restated  effective January 1, 1998.  The plan is hereby  further
amended and restated effective January 1, 2001 and is renamed the
"Seaboard Corporation Supplemental Executive Benefit Plan."


                           ARTICLE II
                           DEFINITIONS

     The  following definitions shall apply for purposes of  this
Plan:

     "Code" means the Internal Revenue Code of 1986 as from  time
to time amended.

     "Company"    means   Seaboard   Corporation,   a    Delaware
corporation.

     "Eligible  Employee" means, with respect  to  any  Year,  an
employee of the Company or of a Subsidiary who has completed  one
year  of  service  as defined for purposes of eligibility  for  a
matching contribution under the 401(k) Plan and who meets  either
or  both  of  the  following  qualifications:   (i)  has  made  a
compensation  reduction election for such year  pursuant  to  the
provisions of the Option Plan, and (ii) has received compensation
for  such  Year  that is not included as compensation  under  the
401(k) Plan solely on account of the limitation on the amount  of
compensation that can be taken into account under the 401(k) Plan
for such Year under Section 401(a)(17) of the Code.

     "401(k) Plan" means the Retirement Savings Plan for Seaboard
Corporation  as amended and restated effective January  1,  1999,
and as amended from time to time.

     "Option"  means  a discretionary option to  purchase  Shares
granted under the Option Plan but that is granted pursuant to the
provisions of this Plan.

     "Option  Plan"  means  the Seaboard  Corporation  Investment
Option  Plan  established by the Company  effective  December  1,
2000, as amended from time to time.

     "Plan" means the Seaboard Corporation Supplemental Executive
Benefit  Plan  as set forth herein and as amended  from  time  to
time.

     "Shares"  means shares of selected investments that  may  be
purchased pursuant to Options granted under the Option Plan.

     "Subsidiary"  means  any  wholly-owned  subsidiary  of   the
Company.

     "Supplemental Amount" means an amount expressed in terms  of
dollars equal to the sum of (i) 3% of the amount, if any, of  the
reduction in the Eligible Employee's compensation elected by  the
Eligible  Employee under the Option Plan (but only to the  extent
that  absent  such reduction election such reduced amounts  would
have  been  paid  to  the  Eligible Employee  after  becoming  an
Eligible Employee hereunder) and (ii) 3% of the amount,  if  any,
of  the  Eligible Employee's compensation received for  the  Year
that is not included as compensation under the 401(k) Plan solely
on  account of the limitation on the amount of compensation  that
can  be  taken into account under the 401(k) Plan for  such  Year
under Section 401(a)(17) of the Code (but only to the extent such
excess compensation amount is paid to the Eligible Employee after
becoming  an  Eligible Employee hereunder).   In  the  event  the
401(k)  Plan  is amended to change the percentage of compensation
that represents the maximum matching contribution permitted under
the  401(k) Plan (currently 3% of compensation), then the  figure
"3%" in each place it appears in the preceding sentence shall  be
deemed  to  instead be such revised percentage under  the  401(k)
Plan effective as of the effective date of such amendment to  the
401(k) Plan.

     "Year" means a 12-month period beginning each January 1  and
ending each succeeding December 31.


                           ARTICLE III
                             BENEFIT

     Except as otherwise provided herein, the Company will  grant
to  each Eligible Employee with respect to each Year one or  more
Options to purchase Shares under the Option Plan.  The number  of
Shares subject to an Option will be determined in accordance with
the following formula:

          The   Supplemental  Amount  divided  by   the
          product  of  (i)  the Fair Market  Value  (as
          defined in the Option Plan) of the Shares  at
          the  time  of the Option grant and  (ii)  the
          Discount Percentage (as defined in the Option
          Plan).

      If  the  Options are granted with respect to more than  one
type  of  Shares  then the above formula shall be determined  for
each  type  of  Shares  with  respect  to  the  portion  of   the
Supplemental  Amount allocated to such type of  Shares.   Options
shall  be  granted  at such time or times as  determined  by  the
Company  in  its  sole and absolute discretion.  If  an  Eligible
Employee  ceases  to  be  an Eligible  Employee  for  any  reason
whatsoever,  including on account of the death  of  the  Eligible
Employee,  then no further Options shall be granted with  respect
to  such former Eligible Employee; provided, however, the Company
may  in  its  sole and absolute discretion grant an  Option  with
respect  to  a  Supplemental Amount for which an Option  was  not
granted prior to the time the former Eligible Employee ceased  to
be  an Eligible Employee.  Options granted pursuant to this  Plan
shall  be  subject to a vesting schedule parallel to the  vesting
schedule  under  the  401(k) Plan and  based  upon  the  Eligible
Employee's  years of service for vesting purposes  as  determined
under the 401(k) Plan.  Except as otherwise provided herein,  the
terms  and  provisions  of  such  Options  shall  be  established
pursuant to the provisions of the Option Plan.

      Notwithstanding the preceding provisions  of  this  Article
III,  the  Company may in its sole and absolute  discretion  with
respect to any Eligible Employee for any Year pay to the Eligible
Employee a cash amount equal to the Supplemental Amount, if  any,
in  lieu of granting to the Eligible Employee one or more Options
as provided above in this Article III.


                           ARTICLE IV
                         ADMINISTRATION

     This  Plan  shall be interpreted, construed and administered
by  the  Company  in  its sole and absolute  discretion  and  all
decisions  and determinations of the Company hereunder  shall  be
binding  upon  all  Eligible Employees and their  successors  and
assigns.


                            ARTICLE V
                      NO EMPLOYMENT RIGHTS

     The adoption of this Plan does not give any person any right
to  be  retained  in  the employ of the Company,  and  no  rights
granted  under the Plan shall be construed as creating a contract
of  employment.  The right and power of the Company to dismiss or
discharge any person is expressly reserved.


                           ARTICLE VI
                    AMENDMENT AND TERMINATION

     The  Company can amend or terminate the Plan at any time  in
its sole discretion.


                           ARTICLE VII
                          GOVERNING LAW

     The  provisions  of this Plan shall be governed,  construed,
enforced  and  administered in accordance with the  laws  of  the
State of Kansas.


                          ARTICLE VIII
                            HEADINGS

     The  headings  have been inserted for convenience  only  and
shall not affect the meaning or interpretation of the Plan.



     IN  WITNESS WHEREOF, the Company has caused this Plan to  be
executed  this 28th day of February, 2001,  by  its
duly authorized officer.



                              SEABOARD CORPORATION



                              By: /s/ Robert Steer
                              Title: Senior Vice President & CFO

Attest: /s/ David M. Becker
Title: VP - General Counsel


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>4
<FILENAME>ex10-6a.txt
<DESCRIPTION>FIRST AMENDMENT TO EXECUTIVE RETIREMENT PLAN
<TEXT>


                       FIRST AMENDMENT TO
         SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN
             AS AMENDED AND RESTATED JANUARY 1, 1997


        THIS   AMENDMENT,   adopted   this   28th day   of
February, 2001, by Seaboard Corporation,

     WITNESSETH:

       WHEREAS,   Seaboard  Corporation  adopted   the   Seaboard
Corporation  Executive  Retirement Plan, a  nonqualified  pension
benefit  plan  maintained for the benefit of a  select  group  of
management  or  highly  compensated  employees,  which  Plan  was
amended and restated effective January 1, 1997 (the "Plan"); and

     WHEREAS, Seaboard Corporation now desires to amend the Plan;

      NOW,  THEREFORE,  the plan is hereby  amended  to  add  the
following sentence to Section 2.11 of the Plan effective December
1, 2000:

     Earnings  shall  also include an amount  equal  to  the
     amount of the reduction in the Participant's salary and
     bonus  for the Plan Year made pursuant to the  election
     of  the  Participant  under  the  Seaboard  Corporation
     Investment  Option Plan established by the Company  and
     as  from  time  to  time amended (the  "Option  Plan");
     however,  earnings  shall not  include  any  amount  of
     taxable  income  recognized by  the  Participant  as  a
     result  of the exercise of an option granted under  the
     Option Plan.

      IN  WITNESS  WHEREOF, Seaboard Corporation has caused  this
amendment to be executed by its duly authorized officer  and  its
seal    to    be    affixed   hereto   this    28th  day    of
February, 2001.

                              SEABOARD CORPORATION


                              By: /s/ Robert Steer

                              Title: Senior Vice President & CFO
Attest: /s/ David M. Becker

Title:  VP - General Counsel
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>5
<FILENAME>ex10-7a.txt
<DESCRIPTION>INVESTMENT OPTION PLAN
<TEXT>


                    SEABOARD CORPORATION
                   INVESTMENT OPTION PLAN


I.   ESTABLISHMENT OF THE PLAN

The Seaboard Corporation Investment Option Plan (the "Plan")
is  hereby  established, effective December 1,  2000,  under
which   certain  officers  and  key  employees  of  Seaboard
Corporation  ("Company") and its adopting  subsidiaries  and
affiliates  may  obtain  options ("Options")  entitling  the
recipient  ("Optionee")  to  purchase  shares  of   selected
investments  ("Shares"),  as  more  particularly   described
below.


II.  ADMINISTRATION

(a)  Plan Committee.  The Plan shall be administered by  the
     same    committee   that   administers   the   Seaboard
     Corporation Pension Plan ("Committee").

(b)  Plan  Administrator.  The Plan Administrator shall mean
     the  person  or  entity designated  by  the  Committee.
     Until  the Committee designates such person or  entity,
     the  Plan  Administrator shall be the  chief  financial
     officer of the Company.

(c)  Participants.  The Committee shall from  time  to  time
     designate  the  key  employees of the  Company  or  any
     adopting  subsidiary or affiliate that are eligible  to
     participate  in the Plan.  In selecting  the  Optionees
     from   among   individuals  eligible   hereunder,   the
     Committee  may  take into account  the  nature  of  the
     services  rendered by such individuals,  their  present
     and potential contributions to their employer's success
     and   such  other  factors  as  the  Committee  in  its
     discretion  shall deem relevant.  The  Committee  shall
     also determine the number of Options to be granted  for
     the   purchase  of  Shares  and  all  other  terms  and
     conditions not inconsistent with the Plan.

(d)  Modification of Options.  The Committee may  from  time
     to  time  modify, extend, or renew outstanding  Options
     granted  under  the  Plan, whether or  not  vested  and
     whether  or  not  exercisable, as well as  revoke  such
     Options  and grant new Options in substitution thereof;
     provided,  however, that no such action  may  be  taken
     without  the consent of the Optionee if it would  alter
     or  impair  any  of  the Optionee's  rights  under  the
     Options previously granted to the Optionee, unless  (i)
     such   action  is  deemed  by  the  Committee   to   be
     appropriate  to  comply  with  any  applicable  law  or
     regulation  to  which  the  Company  or  any   adopting
     subsidiary or affiliate are subject; (ii) to accelerate
     the  exercise  date  of an Option, in  which  case  the
     Committee  may also accelerate the expiration  date  of
     such  Option  to a date not to precede the  accelerated
     exercise  date.  No revocation shall apply  to  Options
     which  have  been  exercised before  the  date  of  the
     Committee's  action.  In the event of  the  retroactive
     revocation of an Option, three times the exercise price
     shall  be  returned to the Optionee, and  the  Optionee
     shall surrender the Shares acquired.

(e)  Adopting  Subsidiaries and Affiliates.   The  Committee
     shall from time to time designate the subsidiaries  and
     affiliates  of the Company that are eligible  to  adopt
     the Plan.

(f)  Interpretation.    The  Committee  is   authorized   to
     interpret the Plan and may from time to time adopt such
     rules  and  regulations, consistent with the provisions
     of  the Plan, as it may deem necessary to carry out the
     terms of the Plan.  All questions of interpretation  of
     the  Plan  or of any Options issued under it  shall  be
     determined  by  the  Committee, and that  determination
     shall  be final and binding upon all persons having  an
     interest in the Plan.


III. OPTION AGREEMENTS

Each  Option  shall  be  evidenced by  a  written  agreement
("Option  Agreement")  between  the  Optionee  and   his/her
employer  which shall contain such terms and  conditions  as
may  be  approved  by the Committee in its sole  discretion.
The terms and conditions of the respective Option Agreements
need not be identical.


IV.  PARTICIPANT COMPENSATION REDUCTION OPTIONS

(a)  Compensation  Reduction Election.  If  the  Company  so
     elects, an Optionee may file with the Plan Administrator for
     purposes of the Plan, not more than once for each Plan Year
     and prior to the beginning of each Plan Year, an irrevocable
     election to receive Options in lieu of all or part of such
     Optionee's cash compensation  (salary and/or bonuses) that
     would  otherwise have been payable in  the  Plan  Year;
     provided, however, the amount of compensation so reduced in
     any Plan Year shall not in any event exceed the compensation
     attributable to services rendered by the Optionee for such
     Plan Year.  The minimum compensation reduction shall be
     $5,000  per  Plan  Year.  A new Optionee  may  make  an
     irrevocable election to reduce all or part  of  his/her
     compensation after the beginning of the Plan Year  with
     respect to future compensation earned in the Plan Year if
     such election is made within 30 days of becoming eligible to
     participate  under the Plan or within 30  days  of  the
     Effective Date.

(b)  Grant of Options.

          (1)  Compensation     Reduction.      Compensation
               Reduction Options shall be granted throughout
               the Plan Year as the Optionee's salary and/or
               bonus   compensation  is  reduced   for   the
               applicable pay period.

          (2)  Dividend  Equivalent.  A Dividend  Equivalent
               shall  mean  an  amount  equal  in  value  to
               dividends  or  distributions made  on  mutual
               fund  shares  subject to  options  under  the
               Plan.   Dividend Equivalents will be  treated
               as  additional Compensation Reduction Options
               as under (1) above.

(c)  Option  Formula.   An Option will be granted  for  each
     Share.   The  number of  Shares shall be determined  in
     accordance with the following formula:

     Compensation Reduction / (Fair Market Value *  Discount
     Percentage) = Number of Shares

     For  purpose of this Section, the above terms shall  be
     defined as follows:

     (1)  Compensation Reduction shall be the dollar  amount
          withheld by the Optionee's employer, as elected by
          the  Optionee  to  acquire Compensation  Reduction
          Options under the Plan.

     (2)  Fair  Market  Value shall mean the quoted  closing
          sales   price  of  a  Share  as  reported  on   an
          established recognized stock exchange; or,  if  no
          prices  are  reported on that date,  on  the  last
          preceding date on which such prices of the  Shares
          are  so  reported.  If the Shares are traded  over
          the  counter  at the time a determination  of  its
          Fair   Market  Value  is  required  to   be   made
          hereunder, their Fair Market Value shall be deemed
          to  be equal to the average between reported  high
          and  low  or  closing bid and asked price  of  the
          Shares on the most recent date on which the Shares
          were publicly traded.  In the event the Shares are
          not publicly traded at the time a determination of
          their value is required to be made hereunder,  the
          determination  of its Fair Market Value  shall  be
          made  by the Committee in such manner as it  deems
          appropriate.   For  purposes  of  this  Subsection
          IV(c),  Fair  Market Value shall be determined  at
          time of grant.

     (3)  Discount Percentage shall equal 75 percent.

(d)  Exercise  Price.   The Exercise Price  of  Compensation
     Reduction  Options under the terms of this  Section  IV
     shall  equal the product of 25 percent times  the  Fair
     Market Value of a Share at the time of grant.

(e)  Vesting  of  Options.  Compensation  Reduction  Options
     will  immediately become vested upon  the  granting  of
     such Options as set forth above.

(f)  Administration.   The  Company  shall   establish   and
     maintain   such  records  as  the  Committee  considers
     necessary to account for compensation reductions of the
     Optionee  for the purpose of reflecting the  Optionee's
     employer    obligation   of   grants   of    respective
     Compensation Reduction Options at the time specified in
     Section IV(b) above.

(g)  Exchange of Shares.  The Optionee shall be entitled  to
     change  the investment allocation of Shares  for  which
     Compensation  Reduction Options were  granted  no  more
     than  once  per  each calendar year in which  event  an
     appropriate   adjustment   shall   be   made   to   the
     Compensation Reduction Option.


V.   DISCRETIONARY OPTIONS

(a)  Grant  of  Discretionary Options.   The  Committee  may
     grant Discretionary Options to eligible employees of the
     Company or any adopting subsidiary or affiliate on such
     terms and conditions as the Committee may determine in its
     sole discretion, including, but not limited to, vesting and
     exercise period.  The grant of Discretionary Options will
     not require an Optionee to reduce compensation.

(b)  Exercise  Price of Discretionary Options.  The Exercise
     Price for Shares issued under each Discretionary Option
     shall be determined by the Committee in its sole discretion
     and may be less than the Fair Market Value of such Shares.
     However, in no event shall the exercise price be less than
     25 percent of the Fair Market Value (at time of grant) of
     such Shares.

(c)  Forfeiture Provision.  Discretionary Options will immediately
     become vested upon the granting of such Options as set forth
     above.

(d)  Release  and  Cancellation of other Arrangements.   The
     Committee  may grant Discretionary Options to  eligible
     employees  in  exchange for a release and  cancellation
     from  any  obligations owed to such employee under  the
     terms of any other plan, arrangement or agreement  with
     the  Company or Optionee's employer.  Such release must
     be entered into at least one year prior to the employee
     having a non-forfeitable right in the obligation  being
     exchanged.  The value of the underlying Shares  subject
     to  the Discretionary Option shall be determined solely
     at the discretion of the Committee.

(d)  Exchange of Shares.  The Optionee shall be entitled  to
     change  the investment allocation of Shares  for  which
     Discretionary  Options were granted no more  than  once
     per  each  calendar year in which event an  appropriate
     adjustment shall be made to the Discretionary Option.


VI.  OPTIONS AND GENERAL TERMS

(a)  Plan Year.  The Plan Year shall be the calendar year.

(b)  Exercise Period for Options.

     (1)  Except  as  otherwise provided  in  an  Optionee's
          Option    Agreement,   a   Option   shall   become
          immediately exercisable as of the later of (i) the
          first day of the Plan Year following the Plan Year
          in  which the Option is granted, or (ii)  the  day
          following   the   end  of  the  six-month   period
          commencing on the date the Option is granted,  but
          only to the extent vested.

     (2)  No Option granted in respect of service as an employee
          shall be exercisable after the first to occur of (i) the
          expiration of twenty (20) years from the date upon which
          such Option was granted; (ii) in the case of Termination
          from Employment of the Optionee for reasons other than early
          or normal retirement (as defined in the Seaboard Corporation
          Pension Plan), thirty (30) days after Termination from
          Employment or such later date as permitted by the Committee
          in its sole discretion; or (iii) in the case of Termination
          from Employment of the Optionee because of early or normal
          retirement (as defined in the Seaboard Corporation Pension
          Plan), the expiration of fifteen (15) years after such
          event.

     (3)  An Optionee may only exercise Options granted under the
          Plan two times within a calendar year.  Notwithstanding the
          above, if an Optionee has a financial hardship, as
          determined by the Committee in its sole discretion, an
          Optionee may exercise options under the Plan in excess of
          two times within a calendar year.

(c)  Notice  of  Exercise.   Options  may  be  exercised  by
     Optionee  by  delivering to the  Plan  Administrator  a
     written notice specifying the number of Shares Optionee
     then  desires  to purchase.  The option price  for  the
     Shares to be purchased shall be payable as set forth in
     this instrument within five business days after receipt
     by  the Plan Administrator of the Optionee's notice  of
     exercise.

     Full  payment of the Exercise Price for the Shares must
     be  received within five (5) business days of providing
     the  notice  to the Plan Administrator.   However,  the
     Committee  may, in its sole discretion and  subject  to
     such  rules  as  it may adopt, permit the  Optionee  to
     elect  to satisfy, in whole or in part, the payment  of
     the  Exercise Price by having Employer of Record retain
     Shares (or their cash equivalent) which would otherwise
     be  distributed (or paid) to the Optionee in connection
     with the exercise.  An Optionee must exercise a minimum
     of  the lesser of:  (i) $5,000 of the underlying  value
     of the Shares of the Option(s), or (ii) all outstanding
     Options.   An Optionee can exercise Option(s)  no  more
     than two times in any given Plan Year.

     For  purposes of the Plan, "Employer of Record" is  the
     Company  or  any adopting subsidiary or affiliate  that
     employs the Optionee on the date of exercise.   If  the
     Optionee  is no longer employed by the Company  or  any
     adopting  subsidiary  or  affiliate,  the  Employer  of
     Record is the last entity that Optionee was employed.

(d)  Tax Withholding and Offset.  The Employer of Record (as
     defined  in sub-section VI(c)) shall have the right  to
     deduct  from  any  payment due to  Optionee  applicable
     taxes in connection with any Option exercised hereunder
     for  the  payment of taxes required by law or  to  take
     such other action as may be necessary in the opinion of
     the  Employer of Record to satisfy all obligations  for
     withholding  of  such taxes.  To the extent  authorized
     under existing laws, the Employer of Record shall allow
     the  Optionee to make such remittance through  cash,  a
     personal  check  or through the use of  the  electronic
     funds transfer system.  However, the Committee may,  in
     its sole discretion and subject to such rules as it may
     adopt,  permit  the Optionee to elect  to  satisfy,  in
     whole  or  in part, the payment of any withholding  tax
     obligation  which  may  arise in  connection  with  the
     exercise of an Option by having the Employer of  Record
     retain  Shares (or their cash equivalent)  which  would
     otherwise  be distributed (or paid) to the Optionee  in
     connection  with  the  exercise.    Proceeds  from  the
     exercise of Option(s) may also be withheld at the  time
     of  exercise to satisfy other financial obligations  of
     the   Optionee  to  the  Employer  of  Record  at   the
     discretion of the Committee.

(e)  Termination  Prior to Exercise.  In the  event  of  any
     proposed (1) dissolution or liquidation of the Employer
     of  Record (as defined in Section VI (c)), (2) sale  or
     disposition of more than fifty percent of the  combined
     voting   power   of  the  Employer  of  Record's   then
     outstanding securities or of substantially all  of  the
     assets  of  the  Employer of Record to  any  person  or
     entity  other  than  an  entity  that  is  directly  or
     indirectly controlled by the Employer of Record  or  by
     the Company, or (3) transaction that would result in  a
     Change  in  Control, the Employer of Record shall  give
     each  Optionee  written notice that such  event  is  to
     occur  at least sixty days prior to the effective  date
     thereof,  that each Optionee shall have  the  right  to
     exercise  his/her Options in whole or in  part  at  any
     time  after the date of such notice and before the date
     on  which  the Options would otherwise expire,  to  the
     extent not theretofore exercised, without regard to any
     restrictions on exercise contained in this Plan or  any
     Option Agreement.  Notwithstanding any provision to the
     contrary, the Employer of Record may make a payment  in
     cash  to  the Optionee equal in value to the excess  of
     the  Fair  Market Value of the Shares over the Exercise
     Price  for  the Optionee's surrender of  the  right  to
     purchase Shares under Option or may permit such Options
     to  become  immediately exercisable  in  the  event  of
     termination from employment of Optionee or a Change  in
     Control  (as defined below) prior to the date on  which
     an  Option is otherwise exercisable.  To the extent the
     Optionee does not exercise all his/her Options prior to
     the  effective date of any event described  above,  all
     provisions  of  the  Plan and Option  Agreements  shall
     remain  in effect until such time as the Options  would
     otherwise   expire.   The  Committee,   in   its   sole
     discretion, shall be permitted to allow any  person  or
     entity  involved in an event described above to  assume
     the  Plan  and  Option Agreements  as  they  relate  to
     Optionees employed by the Employer of Record which is a
     party to the event described above.
     A  "Change in Control" shall be deemed to have occurred
     if  (1)  any corporation, person or other entity (other
     than  the Company, a majority owned subsidiary  of  the
     Company  or  any  of its subsidiaries, or  an  employee
     benefit plan (or related trust) sponsored or maintained
     by   the  Company  or  any  subsidiary  or  affiliate),
     including  a "group" as defined in section 13(d)(3)  of
     the  Securities  Exchange  Act  of  1934,  as  amended,
     becomes the beneficial owner of more than fifty-percent
     of  the  combined  voting power of the  Company's  then
     outstanding securities; (b)(i) the Company approves, in
     any  transaction  or series of related transactions,  a
     definitive  agreement  to  merge  or  consolidate   the
     Company  with  or  into another  entity  other  than  a
     majority owned subsidiary of the Company, or to sell or
     otherwise  dispose of all or substantially all  of  the
     Company's  assets, and (ii) the persons  who  were  the
     members  of  the  Board  of  Directors  prior  to  such
     approval  do not represent a majority of the  Board  of
     Directors  of  the  surviving, resulting  or  acquiring
     entity  or  the parent thereof; or (c) the shareholders
     of  the  Company approve a plan of liquidation  of  the
     company.

(f)  Plan  Expenses.  All expenses of administering the Plan
     shall be borne by the Employer of Record.


VII. NONTRANSFERABILITY

No Option shall be transferable by an Optionee except (a) by
will  or  by  the  laws  of descent  and  distribution;  (b)
pursuant  to a gift of any vested Options to such Optionee's
Immediate Family Members, whether directly or indirectly  or
by  means  of  a  trust, partnership, or otherwise;  or  (c)
pursuant  to  a  domestic relations order as  such  term  is
defined  by the Employee Retirement Income Security  Act  of
1974, as amended ("ERISA") and the Internal Revenue Code  of
1986,  as  amended (the "Code").  Any transfer or  purported
transfer in violation of this paragraph shall be void and of
no  effect.   All  Options shall be exercisable  during  the
Optionee's lifetime only by the Optionee or by the  guardian
or legal representative of the Optionee, it being understood
that  references  to the Optionee include the  guardian  and
legal representative of the Optionee and any person to  whom
an Option is transferred by will, by gift, or by the laws of
descent and distribution.  For purposes of this Section VII,
Immediate   Family  Members  shall  mean  spouse,   parents,
children (including step children) and grandchildren of  the
Optionee.


VIII.     AMENDMENT OR TERMINATION OF THE PLAN

The  Committee in its sole discretion may terminate the Plan
at any time.  The Committee shall have the right to alter or
amend  the  Plan  or  any part thereof from  time  to  time;
provided,  that no change in any Option theretofore  granted
may  be  made which would impair the rights of the  Optionee
without the consent of the Optionee.


IX.  INVESTMENTS

The  Committee shall have the sole discretion  to  determine
the selection of investments referred to herein and make all
determinations related thereto.


X.   TIME FOR GRANTING OPTIONS

Except  with  respect  to Options then outstanding,  if  not
sooner terminated under the provisions of Section VIII,  the
Plan  shall terminate upon and no further Options  shall  be
granted  after the expiration of twenty (20) years from  the
effective date of the Plan.


XI.  UNFUNDED PLAN

Insofar  as it provides for Option grants or rights thereto,
this Plan shall be unfunded for purposes of Title I of ERISA
and  Code.  Although bookkeeping accounts may be established
with  respect to Optionees who reduce compensation  and  are
entitled  to Options and related rights thereto  under  this
Plan,  any such accounts shall be used only as a bookkeeping
convenience.   The  Company or any  adopting  subsidiary  or
affiliate shall not be required to segregate any assets that
may  at  any  time be represented by amounts of compensation
reduced, Options or rights thereto, nor shall this  Plan  be
construed  as providing for such segregation, nor shall  the
Company  or  any  adopting subsidiary or affiliate  nor  the
Board  nor  the Committee be deemed a trustee  of  any  such
amounts of compensation reduced, Options or rights thereto.


XII. LIMITATION OF RIGHTS

Neither  the Plan, the granting of an Option, nor any  other
action  taken pursuant to the Plan, shall constitute  or  be
evidence  of  any  agreement  or understanding,  express  or
implied,  that  the  Company or any adopting  subsidiary  or
affiliate  will retain the services of an Optionee  for  any
period of time, or at any particular rate of compensation.

Nothing  in the Plan shall be construed to give any employee
of  the Company or any of its subsidiaries or affiliates any
right to be granted options.

An  Optionee  shall  have no rights as  a  shareholder  with
respect  to  the Shares covered by his or her Options  until
the  date  of  the  issuance to his or her  of  evidence  of
ownership of the Shares.


XIII.     LIABILITY

No  member of the Board or the Committee shall be liable for
any action taken or decision made relating to the Plan.  The
liability  of  the  Company or any  adopting  subsidiary  or
affiliate under the Plan for any Option granted hereunder is
limited  to the obligation set forth under the Plan and  the
accompanying Option Agreement, and nothing herein  contained
shall be construed to impose any liability on the Company or
any adopting subsidiary or affiliate in favor of an Optionee
with  respect  to  any  loss, cost,  or  expense  which  the
Optionee may incur in connection with or arising out of  any
transaction in connection therewith.  The obligation of  the
Company  or any adopting subsidiary or affiliate to pay  any
benefit under the Plan shall be unfunded and unsecured,  and
any  payments under the Plan shall be made to Optionees  and
Beneficiaries  as general creditors of the  Company  or  any
adopting subsidiary or affiliate from the general assets  of
the Company or any adopting subsidiary or affiliate.


XIV. NOTICE

Any  notice or other communication required or permitted  to
be  given  under this instrument shall be deemed given  when
faxed, or sent by registered or certified mail or by express
courier,  postage prepaid, addressed to the  party  to  whom
notice  is  to be given at such party's last known  address.
Any  notice  to the Employer of Record must be addressed  to
the  designated Plan Administrator.  Any time  limit  within
which the receiving party must respond or act will begin  to
run  upon the date of receipt of such notice.  The  date  on
which such notice becomes effective and binding will be  the
date of receipt of such notice.


XV.  GOVERNING LAW

This  Plan  and  all determinations made and  actions  taken
pursuant  hereto shall be governed by the laws of the  State
of Kansas and construed accordingly.


XVI. EFFECTIVE DATE

The Plan shall take effect on December 1, 2000.

IN  WITNESS WHEREOF, the Company, by its officers thereunder
duly authorized, have executed this Plan this 18 day  of
December,  2000, but effective as of the  date  stated
above.

SEABOARD CORPORATION



By: /s/ Robert Steer
Its: Vice President & CFO
Date: December 18, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>6
<FILENAME>annual01.txt
<DESCRIPTION>2000 ANNUAL REPORT
<TEXT>





                          Summary of Selected Financial Data



(Thousands of dollars except per share amounts)    Years ended December 31,

                             2000       1999       1998       1997       1996


Net sales                $1,583,696 $1,284,262 $1,294,492 $1,328,841 $  971,903

Earnings (loss) from
 continuing operations   $    8,872 $  (13,587)$   31,427 $   35,070 $    5,203

Net earnings             $   98,909 $       47 $   50,938 $   29,079 $    5,388

Earnings (loss) per
 common share from
 continuing operations   $     5.96 $    (9.13)$    21.12 $    23.58 $     3.50

Earnings per common share$    66.49 $     0.03 $    34.24 $    19.55 $     3.62

Total assets             $1,312,848 $1,277,791 $1,215,897 $1,119,327 $1,002,892

Long-term debt,less
 current maturities      $  312,418 $  318,017 $  313,324 $  290,521 $  281,574

Stockholders' equity     $  540,685 $  443,168 $  444,728 $  395,368 $  367,782

Dividends per common
 share                   $     1.00 $     1.00 $     1.00 $     1.00 $     1.00


The Company completed the sale of its Poultry Division on January
3,   2000,   recognizing  an  after-tax  gain  on   disposal   of
discontinued operations of $90,037,000 or $60.53 per common share
after a final adjustment in the fourth quarter of 2000.  See Note
13   to   the  Consolidated  Financial  Statements  for   further
discussion.

In  the  fourth  quarter  of 2000, the  Company's  Pork  Division
reclassified certain shipping and handling costs from a reduction
of   revenue  to  cost  of  sales.   Prior  periods   have   been
reclassified to conform with the current presentation.  See  Note
1   to   the   Consolidated  Financial  Statements  for   further
discussion.

The   Company  changed  its  method  of  accounting  for  certain
inventories  from FIFO to LIFO in 1999.  The net effect  of  this
change  in  1999  was to increase net earnings by  $2,456,000  or
$1.65 per common share.

In  December 1998, the Company sold its baking and flour  milling
operations  in  Puerto  Rico, recognizing an  after-tax  gain  of
$33,272,000  or  $22.37 per common share.   See  Note  2  to  the
Consolidated Financial Statements for further discussion.

The  Company changed its method of accounting for spare parts and
supplies  inventories  in 1996.  The cumulative  effect  of  this
change  at  January  1,  1996, was to increase  net  earnings  by
$3,006,000  or  $2.02  per common share.  In  addition,  the  net
effect  of  this  change  in 1996, exclusive  of  the  cumulative
effect,  was  to increase net earnings by $788,000 or  $0.53  per
common share.


                       Quarterly Financial Data (unaudited)


(UNAUDITED)
(Thousands of dollars          1st       2nd       3rd       4th     Total for
except per share amounts)    Quarter   Quarter   Quarter   Quarter   the Year

2000

Net sales                   $ 369,807   393,917   372,260   447,712 $1,583,696

Operating income            $  18,035    12,228    10,903     6,899 $   48,065

Earnings (loss) from
 continuing operations      $   9,859     5,484     3,664   (10,135)$    8,872

Net earnings (loss)         $ 101,031     5,484     3,664   (11,270)$   98,909

Earnings (loss) per
 common share from
 continuing operations      $    6.63      3.68      2.46     (6.81)$     5.96

Earnings (loss) per
 common share               $   67.92      3.68      2.46     (7.57)$    66.49

Dividends per common share: $    0.25      0.25      0.25      0.25 $     1.00

Market price range per
 common share:
                       High $     200       206       204       182
                       Low  $     153       170       162       150


1999

Net sales                   $ 264,249   316,536   324,898   378,579 $1,284,262

Operating income            $     405     1,062     3,393     7,508 $   12,368

Earnings (loss) from
 continuing operations      $  (4,432)   (4,195)   (3,117)   (1,843)$  (13,587)

Net earnings (loss)         $    (612)    2,158     2,152    (3,651)$       47

Earnings (loss) per
 common share from
 continuing operations      $   (2.98)    (2.82)    (2.09)    (1.24)$    (9.13)

Earnings (loss) per
 common share               $   (0.41)     1.45      1.45     (2.46)$     0.03

Dividends per common share  $    0.25      0.25      0.25      0.25 $     1.00

Market price range per
 common share:
                       High $     457       340       320       262
                       Low  $     298       256       216       185 1/4


The Company completed the sale of its Poultry Division on January
3,   2000,   recognizing  an  after-tax  gain  on   disposal   of
discontinued operations of $90,037,000 or $60.53 per common share
after  a  final adjustment to decrease the gain by $1,135,000  or
$0.76  per common share in the fourth quarter of 2000.  See  Note
13   to   the  Consolidated  Financial  Statements  for   further
discussion.

In  the  fourth  quarter  of  2000,  the  Company  exchanged  its
controlling  interest in a Bulgarian wine company and $10,400,000
cash  for  a non-controlling interest in a larger Bulgarian  wine
operation,  realizing  an  after-tax  loss  on  the  exchange  of
$3,648,000  or  $2.45  per  common share.   See  Note  2  to  the
Consolidated Financial Statements for further discussion.

In  the  fourth  quarter  of 2000, the  Company's  Pork  Division
reclassified certain shipping and handling costs from a reduction
of   revenue  to  cost  of  sales.   Prior  periods   have   been
reclassified to conform with the current presentation.  See  Note
1   to   the   Consolidated  Financial  Statements  for   further
discussion.


                    Management's Discussion & Analysis


Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources
(Dollars in millions)                       2000       1999       1998

Current ratio                              1.92:1     1.44:1     1.64:1
Working capital                          $  292.3      184.2      231.1
Cash from operating activities           $   (0.5)     (40.5)      59.5
Capital expenditures                     $  116.9       67.7       26.9
Long-term debt, less current maturities  $  312.4      318.0      313.3

Cash  provided  by operating activities for 2000 increased  $40.0
million compared to 1999.  The increase was primarily related  to
an increase in cash from net earnings from continuing operations,
partially  offset  by changes in components of  working  capital.
Changes  in  components  of working capital,  net  of  businesses
acquired  and  exchanged/disposed, are primarily related  to  the
timing  of  normal  transactions for  voyage  settlements,  trade
payables,  accrued  liabilities  and  receivables.   Within   the
Commodity  Trading and Milling, and Power segments, higher  sales
in  the fourth quarter of 2000 compared to the fourth quarter  of
1999  resulted in increased receivable balances at  December  31,
2000.    Within  the  Commodity  Trading  and  Milling   segment,
receivables and deferred revenues also increased at December  31,
2000  related  to an increase in incomplete voyages  compared  to
December 31, 1999.  Despite the increase in deferred revenue, the
change in current liabilities exclusive of debt resulted in a use
of  cash  during  2000 as the Company funded approximately  $16.0
million   for  accruals  established  as  a  component   of   the
discontinued  poultry operations sale in January 2000,  primarily
offsetting  the  increase in deferred revenues.   These  accruals
related  primarily  to  funding required  for  certain  expansion
projects  in  accordance with the original sales agreement.   See
Note  13  to  the Consolidated Financial Statements  for  further
discussion of the discontinued poultry operations.

Cash  provided by operating activities for 1999 decreased  $100.0
million  compared to 1998.  The decrease is primarily related  to
changes  in certain components of working capital, which  include
Tabacal for 1999 (see Sugar and Citrus segment discussion below),
and  a  decrease  in  net  earnings from  continuing  operations.
Changes in components of working capital are primarily related to
the  timing of normal transactions for voyage settlements,  trade
payables  and  receivables.   Within the  Commodity  Trading  and
Milling  segment there was a higher value of inventory in transit
at  December  31,  1999 than at December 31,  1998  resulting  in
increases in grain inventory and prepaid expense balances  and  a
partially  offsetting  increase  in  deferred  revenue  balances.
Current  liabilities  exclusive of debt increased  only  slightly
during 1999 as the Company paid $14.6 million in taxes related to
the  1998  gain  from  the  sale  of  baking  and  flour  milling
operations  in Puerto Rico, primarily offsetting the increase  in
deferred revenue balances.

Cash  from investing activities for 2000 increased $178.3 million
compared  to 1999.  The increase is primarily related to proceeds
from  the  sale  of  discontinued poultry  operations,  partially
offset  by  acquisitions, investments in foreign  affiliates  and
capital  expenditures.  See Note 2 to the Consolidated  Financial
Statements  for further discussion of the Poultry Division  sale,
the  acquisition of the assets of a hog production  operation,  a
cargo  terminal  facility, and a flour and feed milling  facility
and  the  exchange of a controlling interest in a Bulgarian  wine
operation  and cash for a non-controlling interest  in  a  larger
Bulgarian wine operation.  The Company invested $116.9 million in
property, plant and equipment during 2000 as described below.

The  Company  invested $26.4 million in the Pork  segment  during
2000  primarily  for the expansion of hog production  facilities,
including  starting  construction on a new  feed  mill,  and  for
improvements to the pork processing plant.  The Company currently
anticipates  investing $14.0 million during  2001  for  continued
expansion  of hog production facilities, completion  of  the  new
feed mill and general upgrades to the pork processing plant.  The
Company previously announced plans to commence construction on  a
second  processing  plant in 2001 including the  selection  of  a
location  in  northeast  Kansas.  However,  permitting  and  site
issues now make plant construction in 2001 uncertain.

The  Company invested $17.1 million in the Marine segment  during
2000 primarily to purchase a previously chartered vessel and  for
container  and  other material handling equipment.   The  Company
currently   anticipates  investing  $14.5  million  during   2001
primarily  to  purchase another previously  chartered  vessel  in
February 2001 and for additional equipment.

The  Company  invested  $14.4 million in  the  Sugar  and  Citrus
segment  primarily  for improvements to existing  facilities  and
sugarcane  fields.  During 2001, the Company currently  plans  to
spend $8.0 million for additional improvements.

The Company invested $52.1 million in the Power segment primarily
for the construction of a 71.2 megawatt barge-mounted power plant
located   in   the  Dominican  Republic.   No  material   capital
expenditures are expected in this division during 2001.

Capital  expenditures in all other segments during  2000  totaled
$6.9 million in general modernization and efficiency upgrades  of
plant and equipment.

Management anticipates the planned capital expenditures for  2001
will be financed by internally generated cash.

During  the  first  quarter  of 2000,  the  Company  purchased  a
minority interest in a flour and feed mill operation in Kenya for
$7.5  million.   This  transaction was accounted  for  using  the
equity method.

During  the  fourth  quarter of 2000, the Company  exchanged  its
controlling   interest   in   a  Bulgarian   wine   company   and
$10.4  million cash for a non-controlling interest  in  a  larger
Bulgarian  wine operation, realizing a $5.6 million pre-tax  loss
in the exchange.  This investment will be accounted for using the
equity method.

The Company has a non-controlling interest in a joint venture  in
Maine  primarily  engaged  in the production  and  processing  of
salmon and other seafood products.  In December 2000, this  joint
venture signed a non-binding letter of intent to merge with Fjord
Seafood ASA (Fjord), a large salmon operation in Norway.  Pending
the  resolution of certain contract terms, the merger is expected
to  close in the second quarter of 2001, resulting in the Company
holding  a less than 10% ownership interest in Fjord.   Based  on
current  fair  market  value of Fjord,  the  Company  anticipates
recognizing a gain upon completion of this transaction.

Cash  from investing activities for 1999 increased $44.7  million
compared  to 1998.  The increase is primarily related  to  a  net
sale  and  maturity  of investments in 1999  compared  to  a  net
purchase of investments in 1998.  The net purchase of investments
in  1998  related to the $72.4 million in cash received from  the
sale  of  baking  and  flour  milling operations.   During  1998,
investments in and advances to foreign affiliates included  $45.8
million  to  Tabacal.  As further discussed  in  Note  5  to  the
Consolidated  Financial Statements, Tabacal has been consolidated
since  December  31,  1998.  As such, funds invested  in  Tabacal
during  1999  are reflected within the appropriate components  of
the cash flow statements, including capital expenditures.

During  1999, the Company invested $67.7 million in the property,
plant   and   equipment   of  continuing   operations.    Capital
expenditures in the Pork segment totaled $22.1 million  primarily
for  the expansion of existing hog production facilities and  for
improvements  to the pork processing plant.  Capital expenditures
in  the  Marine segment totaled $20.0 million primarily  for  the
purchase  of  two  vessels previously chartered and  for  general
replacement  and  upgrades of property  and  equipment.   Capital
expenditures in the Commodity Trading and Milling segment totaled
$4.8  million,  including $2.0 million to purchase  a  previously
chartered  bulk carrier vessel from a wholly-owned subsidiary  of
Seaboard  Flour Corporation, the owner of 75.3% of the  Company's
outstanding common stock.  Capital expenditures in the Sugar  and
Citrus  segment totaled $15.0 million primarily for  improvements
to   existing  operations  and  expansion  of  sugarcane  fields.
Capital  expenditures in all other segments totaled $5.8  million
in  general  modernization and efficiency upgrades of  plant  and
equipment.

During  1999,  the  Company  invested  $2.8  million  to  acquire
additional  shares of a Bulgarian winery originally  acquired  in
1998.  During 1999, the Company also invested $1.7 million for  a
minority  interest  in  a flour mill in  Angola  which  is  being
accounted for using the equity method.

Cash  from financing activities in 2000 decreased $232.9  million
compared to 1999 primarily from the repayment of notes payable in
2000  compared  to  net  borrowings in 1999.   During  2000,  the
Company  repaid  approximately $165.8 million in  notes  payable,
industrial  development revenue bonds and  other  debt  primarily
with  proceeds from the Poultry Division sale.  As  a  result  of
these  repayments,  approximately  $3.8  million  in  unamortized
proceeds  from  prior  terminations of interest  rate  agreements
related  to these notes were recognized as miscellaneous  income.
During  2000,  the  Company borrowed proceeds of  $5.2  under  an
industrial  development revenue bond.  These funds were  acquired
for  construction of a Pork Division feed mill.  As  of  December
31,  2000,  $4.1  million  of  the proceeds  remains  in  a  bond
construction fund to be used for completion of the mill in 2001.

During  2000, the Company's one-year revolving credit  facilities
totaling  $153.3  million  were reduced  to  $141.0  million  and
extended  for  an additional year and the short-term  uncommitted
credit  lines  totaling  $145.0 million were  reduced  to  $119.5
million.  As of December 31, 2000, the Company had $31.2  million
outstanding under one-year revolving credit facilities and  $49.3
million outstanding under short-term uncommitted credit lines.

Subsequent  to year-end, the Company's one-year revolving  credit
facilities totaling $141.0 million maturing in the first  quarter
of  2001  were  extended for an additional  year  and  short-term
uncommitted credit lines totaling $119.5 million were reduced  to
$109.5 million.

Cash  from  financing activities in 1999 increased $90.6  million
compared  to 1998, primarily related to proceeds from  short-term
borrowings  and,  to a lesser extent, terminating  interest  rate
swap  agreements.   During 1999, the Company terminated  interest
rate exchange agreements effectively fixing the interest rate  on
$200  million  of variable rate debt for proceeds  totaling  $6.0
million.

During  1999, the Company prepaid at a discount certain long-term
debt  obligations  assumed  with the purchase  of  the  Bulgarian
winery  in October 1998 and adjusted certain balances related  to
the  acquisition.   During 1999, the Company also  prepaid  at  a
discount  other  higher  cost, U.S.  dollar  denominated  foreign
subsidiary  debt  obligations.  These prepayments  reduced  total
long-term  debt  obligations by $13.5 million.   Changes  to  the
preliminary   purchase  price  allocations  and  other   non-cash
adjustments related to these transactions resulted in  immaterial
adjustments  to  several  balance  sheet  line  items,  primarily
reductions  to  minority  interest,  net  property,   plant   and
equipment, and long-term debt.

Cash  used  in discontinued poultry operations in 1999  primarily
represents   capital   expenditures  ($52.9   million   including
expansion  projects) in excess of net operating cash flows.   The
decrease in cash from discontinued operations in 1999 compared to
1998  is  primarily a result of lower earnings and higher capital
expenditures.

Management   intends  to  continue  seeking   opportunities   for
expansion  in  the industries in which it operates  and  believes
that  the  Company's liquidity, capital resources  and  borrowing
capabilities  will  be  adequate for  its  current  and  intended
operations.


Results of Operations

Net  sales  totaled $1,583.7 million for the year ended  December
31,  2000,  compared to sales of $1,284.3 million  for  the  year
ended  December 31, 1999.  Operating income of $48.1 million  for
2000 increased $35.7 million compared to 1999.

Net  sales  totaled $1,284.3 million for the year ended  December
31,  1999,  compared to sales of $1,294.5 million  for  the  year
ended  December 31, 1998.  Operating income of $12.4 million  for
1999 decreased $17.4 million compared to 1998.


Pork Segment

(Dollars in millions)                  2000      1999      1998
Net sales                           $ 724.7     600.1     529.5
Operating income                    $  63.4      37.7      (1.1)

Net  sales  increased  $124.6 million to $724.7 million  in  2000
compared  to  1999.   This increase is a result  of  higher  pork
prices and, to a lesser extent, an increase in sales volume.   An
excess supply of hogs had depressed pork prices through the first
half  of  1999.   The  excess  has since  declined  resulting  in
improved  prices.   Sales  volume  increased  as  the  plant  ran
extended shifts to take advantage of positive margins.

Operating income for the Pork segment increased $25.7 million  to
$63.4  million  in  2000  compared to  1999.   This  increase  is
primarily  a  result  of  improved sales prices  and  volumes  as
discussed above.  As a result of recent acquisitions, the Company
also  benefited from the increased number of lower-cost, Company-
raised  hogs  processed.   While the  cost  of  third-party  hogs
increased, third-party hogs as a percent of total hogs  processed
decreased.   While management is unable to predict future  market
prices,  it  currently anticipates that overall market conditions
in  2001  will  continue to provide profitable results,  although
lower than those achieved in 2000.

Net  sales  increased  $70.6 million to $600.1  million  in  1999
compared  to 1998.  This increase is primarily the result  of  an
increase in sales volume and, to a lesser extent, improved prices
for  finished pork products.  The increase in sales volume is the
result of the hog processing plant operating at full capacity  on
a  double-shift basis during 1999.  The plant employed  a  second
shift  during  the first half of 1998, but did not  achieve  full
double-shift capacity until the third quarter of 1998.  An excess
supply  of  live hogs depressed pork prices during 1998  and  the
first  half of 1999.  During the second half of 1999, the  excess
declined, resulting in improved prices for the year.

Operating income increased $38.8 million to $37.7 million in 1999
compared  to  1998.   This  increase is  primarily  a  result  of
improved sales prices and, to a lesser extent, a decrease in  the
cost of Company-raised hogs.  The decrease in the cost of Company-
raised  hogs is primarily the result of lower grain prices.   The
Company also continued to benefit from low prices for third-party
hogs  purchased during 1999.  However, an increase in  this  cost
during  the  fourth  quarter of 1999 compared  to  extremely  low
prices  for  third-party hogs during the fourth quarter  of  1998
resulted  in  a slight increase in this cost for  the  year.   In
addition,  effective  January 1, 1999, the  Company  changed  its
method  of accounting for certain pork inventories from  FIFO  to
LIFO, increasing operating income in 1999 by $4.0 million.


Marine Segment

(Dollars in millions)                  2000      1999      1998
Net sales                           $ 364.9     307.7     310.9
Operating income                    $  14.5      (1.9)     17.4

Net  sales  for  the Marine segment increased  $57.2  million  to
$364.9  million in 2000 compared to 1999.  This increase resulted
primarily  from  significant increases in  volumes,  while  cargo
rates  increased  slightly.  Management  believes  weak  economic
conditions in certain South American markets continued to depress
rates for the first half of 2000; however, volumes increased  and
cargo  rates improved in the second half of the year.   Operating
income  from the Marine segment increased $16.4 million to  $14.5
million  in 2000 compared to 1999, primarily as a result  of  the
increased volumes discussed above partially offset by higher fuel
costs.   Management expects operating income will remain positive
during  2001, anticipating further volume increases and continued
rate  improvement  in certain South American  markets,  but  with
uncertainty concerning fuel costs.

Net  sales  decreased  $3.2 million to  $307.7  million  in  1999
compared  to  1998.   Cargo volumes and  applicable  cargo  rates
decreased in the first half of 1999 compared to 1998 primarily as
a  result  of weak economic conditions in certain South  American
markets  served by the Company.  During the second half of  1999,
overall  cargo volume increased from 1998 due to improvements  in
certain  markets, but the effect on net sales was largely  offset
as  rates  remained depressed.  Operating income from the  Marine
segment  decreased  $19.3  million  to  $(1.9)  million  in  1999
compared  to  1998,  primarily as a result of lower  cargo  rates
discussed above.


Commodity Trading and Milling Segment

(Dollars in millions)                  2000      1999      1998
Net sales                           $ 359.0     259.5     306.4
Operating income                    $  (3.5)      2.6      10.5

Net  sales  increased  $99.5 million to $359.0  million  in  2000
compared to 1999, primarily as a result of increased wheat  sales
to  third  parties  in  certain markets and  to  certain  foreign
affiliates.   Operating income decreased $6.1 million  to  $(3.5)
million  in 2000 compared to 1999, primarily as result of  losses
from  the  Company's milling operations in Zambia  and  decreased
income from operating certain mills in foreign countries.  Due to
the  nature  of  this segment's operations and  its  exposure  to
foreign  political situations, management is currently unable  to
predict future sales and operating results.

Net  sales  decreased  $46.9 million to $259.5  million  in  1999
compared  to 1998, primarily as a result of lower wheat sales  to
certain  foreign affiliates, lower soybean sales to third parties
and,  to a lesser extent, a decrease in commodity prices sold  in
foreign  markets.   Wheat  sales to  certain  foreign  affiliates
decreased as political unrest resulted in economic problems  that
reduced  consumer  purchasing  power  and  thus  lowered  milling
volumes.  Such decreases were partially offset by the addition of
sales during 1999 from the Company's milling operations in Zambia
acquired in late 1998.

Operating income decreased $7.9 million to $2.6 million  in  1999
compared to 1998, primarily as a result of the decrease in  wheat
sales  and  margins  to certain foreign affiliates  as  discussed
above  and operating losses from the Company's milling operations
in Zambia acquired in late 1998.

The  Company  has evaluated the recoverability of the  long-lived
assets  of  its  Zambian milling operations  due  to  its  recent
operating losses.  Total long-lived assets at December  31,  2000
are  $6.8 million.  Currently, the Company believes the value  of
those assets is recoverable.  However, continued operating losses
from  this business could result in the carrying values not being
recoverable, which could result in a material charge to  earnings
for the impairment of these assets.


Sugar and Citrus Segment

(Dollars in millions)                  2000      1999      1998
Net sales                           $  60.1      46.9         -
Operating income                    $  (7.6)    (15.9)        -

Net  sales  increased $13.2 million to $60.1 million compared  to
1999,  primarily  a  result  of higher sales  volumes,  partially
offset by slightly lower prices.  Operating income increased $8.3
million to $(7.6) million compared to 1999, primarily as a result
of improved margins and lower operating costs.  During the second
quarter  of 1999, severance charges of $3.0 million were incurred
related to certain employee layoffs.  Although management is  not
able  to  predict  sugar prices for 2001, it is anticipated  that
operating results may improve based on recent sugar price trends.

As  discussed in Note 5 to the Consolidated Financial Statements,
comparative  1998  operating results for  the  Sugar  and  Citrus
segment are not presented as this business was accounted  for  on
the  equity  method in 1998.  However, lower sugar prices  offset
increased  volumes resulting in lower revenues and higher  losses
in  1999 compared to 1998.  Lower sugar prices were primarily the
result of an excess supply of sugar in Argentina and, to a lesser
extent,  lower  sugar prices on the world market.   As  discussed
above,  during the second quarter of 1999, severance  charges  of
$3.0  million were incurred related to certain employee  layoffs.
During  1998,  the loss from foreign affiliates  attributable  to
this business was $15.8 million.

As  a  result  of  past  operating losses, the  Company  annually
evaluates  the recoverability of the segment's long-lived  assets
and  believes the value of those assets is presently recoverable.
Further  long-term decline in sugar prices could  result  in  the
carrying  values not being recoverable, which would result  in  a
material charge to earnings for the impairment of these assets.


Power Segment

(Dollars in millions)                  2000      1999      1998
Net sales                           $  35.8      23.0      26.2
Operating income                    $   6.0       7.9       8.8

Net  sales  increased  $12.8 million to  $35.8  million  in  2000
compared  to  1999, primarily as a result of the new power  barge
beginning  operation in October 2000 and, to a lesser  extent,  a
fuel  adjustment clause allowing the Company to  pass  on  higher
fuel  costs.   Operating income decreased $1.9  million  to  $6.0
million  in 2000 compared to 1999, primarily as a result  of  the
recovery of previously written-off receivables in 1999 and, to  a
lesser extent, certain start up expenses associated with the  new
power barge.

Net  sales  decreased  $3.2  million to  $23.0  million  in  1999
compared  to  1998.  Operating income decreased $0.9  million  to
$7.9  million  in  1999 compared to 1998.   These  decreases  are
primarily  a result of the termination of operations  in  October
1998  of  a  customer that was the only user of  service  from  a
generating station owned by the Company.


Wine Segment

(Dollars in millions)                  2000      1999      1998
Net sales                           $   6.8      12.9         -
Operating income                    $  (9.2)     (5.9)        -

As  discussed in Note 2 to the Consolidated Financial Statements,
Seaboard's consolidated wine segment and a cash contribution were
exchanged  for  a non-controlling interest in a larger  Bulgarian
wine  operation  on December 29, 2000.  As the Wine  segment  was
previously consolidated on a three-month lag, in order to reflect
the operating results of the Wine segment through the date of the
exchange,  the Wine segment's results for 2000 include 15  months
of  operations.   The  effect of including the  additional  three
month  activity in fiscal 2000 increased revenues by $1.2 million
and decreased operating income by $1.9 million.

Despite the inclusion of the additional three months' revenue for
2000,  net sales decreased $6.1 million to $6.8 million  in  2000
compared to 1999, primarily as a result of lower sales volumes in
certain  European  markets.   Operating  income  decreased   $3.3
million  to  $(9.2) million in 2000 compared to  1999,  primarily
resulting from lower sales and the inclusion of additional losses
through  the  date of exchange as discussed above,  the  cost  of
acquiring  wine materials on the open market to supplement  local
grape   shortages,  and  increasing  reserves  for  uncollectible
receivables and advances for raw materials.

As  discussed in Note 2 to the Consolidated Financial Statements,
the  Company  originally acquired its wine  business  in  October
1998.   No  results  are presented for 1998  as  the  winery  was
reported  on  a three-month lag.  Operating losses  in  1999  are
primarily a result of acquiring more expensive wine materials  on
the open market to supplement local grape shortages and reserving
for uncollectible advances for raw materials.


All Other Segments

(Dollars in millions)                  2000      1999      1998
Net sales                           $  32.3      34.3     121.5
Operating income                    $ (11.5)     (4.7)     (0.4)

Operating  income  decreased $6.8 million to $(11.5)  million  in
2000  compared to 1999, primarily as a result of low  yields  and
quality  which  decreased  margins  on  seasonal  produce  sales,
primarily melons and, to a lesser extent, losses related  to  the
pickle  and pepper operations in Honduras.  In addition,  at  the
end  of  the  melon  growing  season  in  June  2000,  management
increased reserves for certain melon grower advances.

During  the  third quarter of 2000, the Company discontinued  the
business  of marketing fruits and vegetables grown through  joint
ventures or independent growers by selling certain assets of  its
Produce  Division  (see  Note  2 to  the  Consolidated  Financial
Statements).   As a result of the sale and other operational  and
business  changes in the Produce Division, management anticipates
improved operating results for this division in 2001.

Net  sales from other operations decreased $87.2 million to $34.3
million  in  1999  compared  to  1998,  while  operating   income
decreased  $4.3  million to $(4.7) million in  1999  compared  to
1998.  These decreases are primarily a result of the sale of  the
Puerto  Rican baking operations in December 1998 as discussed  in
Note 2 to the Consolidated Financial Statements.


Selling, General and Administrative Expenses

Selling,  general  and  administrative  (SG&A)  expenses  totaled
$129.2  million, $107.8 million and $119.3 million for the  years
ended  December 31, 2000, 1999 and 1998, respectively.  The  2000
increase  is primarily a result of costs associated with acquired
operations  in the Pork segment, additional three month  expenses
in   the   Wine  segment,  increases  in  reserves  for   certain
uncollectible   grower   advances  in   the   Produce   Division,
uncollectible advances for raw materials in the Wine segment  and
increases  in the Power segment associated with the  recovery  of
receivables  written-off  in prior years.   As  a  percentage  of
revenues, SG&A decreased to 8.2% in 2000 from 8.4% in 1999.  This
decrease  is  primarily attributable to increases in revenues  in
the  Marine,  Trading and Milling, and Sugar segments  without  a
corresponding increase in SG&A costs.

As a percent of revenues, SG&A decreased to 8.4% in 1999 compared
to  9.2% in 1998 primarily as a result of the sale of the  Puerto
Rican  baking  operations in December  1998.   This  decrease  is
partially offset by the consolidation of Tabacal results in 1999,
including the $3.0 million of severance charges discussed  above,
and  the  winery and Zambia milling operations acquired  in  late
1998.


Interest Income

Interest  income  totaled $12.6 million, $7.4  million  and  $7.1
million  for  the years ended December 31, 2000, 1999  and  1998,
respectively.   The  increase  in  2000  over  1999  reflects  an
increase  in average funds invested and, to a lesser  extent,  an
increase  in  interest rates.  Average funds  invested  increased
primarily  as  a  result of the proceeds from  the  sale  of  the
Poultry  Division in January 2000.  The increase in 1999 reflects
an  increase in interest rates partially offset by a decrease  in
average funds invested.


Interest Expense

Interest  expense totaled $30.1 million, $31.4 million and  $26.4
million  for  the years ended December 31, 2000, 1999  and  1998,
respectively.  The decrease in 2000 primarily reflects a decrease
in short-term borrowings.  In addition, interest expense for 1999
and  1998 excludes amounts allocated to the discontinued  poultry
operations   (see   Note   13  to  the   Consolidated   Financial
Statements).   Short-term  borrowings decreased  primarily  as  a
result  of the proceeds from the sale of the Poultry Division  in
January  2000.   The  increase  in 1999,  as  compared  to  1998,
reflects  an  increase in both long-term and  short-term  average
borrowings  and an increase in interest rates.  The  increase  in
average borrowings during 1999 is primarily attributable  to  the
consolidation of the sugar business in December 1998.


Loss from Foreign Affiliates

Loss  from foreign affiliates totaled $2.4 million, $1.4  million
and $17.1 million for the years ended December 31, 2000, 1999 and
1998, respectively.  The increase in 2000 is primarily the result
of  the addition of a new milling operation and lower earnings at
certain  existing milling operations in Africa.  Based on current
political   and   economic  situations  in   Africa,   management
anticipates losses from foreign milling affiliates to continue in
2001.   As  discussed  above, the Company will  report  its  wine
investment  on  an equity basis for 2001 and anticipates  related
losses  will  also  contribute to increased losses  from  foreign
affiliates in 2001.

Losses  decreased in 1999 compared to 1998 primarily as a  result
of  excluding the operations of the sugar business.  As discussed
in Note 5 to the Consolidated Financial Statements, subsequent to
1998 the sugar business is included in consolidated operations.


Gain (Loss) on Exchange/Disposition of Businesses

On  December  29,  2000,  the Company exchanged  its  controlling
interest  in  a  Bulgarian wine operation and  cash  for  a  non-
controlling  interest in a larger wine operation resulting  in  a
pre-tax  loss  of  $5.6  million ($3.6 million  after  tax).   On
December  30, 1998, the Company completed the sale of its  baking
and  flour milling businesses in Puerto Rico resulting in a  pre-
tax  gain of $54.5 million ($33.3 million after taxes).  See Note
2 to the Consolidated Financial Statements for further discussion
of each of these transactions.


Miscellaneous Income

Miscellaneous income totaled $11.1 million, $3.1 million and $3.9
million  for  the years ended December 31, 2000, 1999  and  1998,
respectively.  The increase in 2000 is primarily attributable  to
the  recognition of unamortized proceeds from prior  terminations
of  interest  rate agreements associated with debt repaid  during
the  year,  gains on the sale of marketable securities  held  for
sale  and  increased  profitability from  a  domestic  affiliate,
partially offset by the loss on sale of certain produce assets.


Income Tax Expense

The  effective tax rates increased significantly during 2000  and
1999  primarily as a result of significant increases  in  overall
losses  from  foreign  entities for which tax  benefits  are  not
available within their respective countries or to offset domestic
income.


Discontinued Operations

Earnings from discontinued poultry operations (see Note 13 to the
Consolidated   Financial  Statements),  net  of   income   taxes,
decreased in 1999 compared to 1998 due primarily to lower overall
sales  prices  for poultry products, partially  offset  by  lower
finished  feed  costs.  An increase in poultry production  within
the  industry  had  resulted in lower  prices  for  most  poultry
products  while  the Russian economic situation  had  a  negative
effect on domestic prices for dark meat sales.


Other Financial Information

The  Company  is subject to various federal and state regulations
regarding environmental protection and land and water use.  Among
other  things, these regulations affect the disposal of livestock
waste  and  corporate  farming  matters  in  general.  Management
believes it is in compliance, in all material respects, with  all
such  regulations.  Laws and regulations in the states where  the
Company currently conducts its pork operations are becoming  more
restrictive.  These and future changes could delay the  Company's
expansion  plans or increase related development  costs.   Future
changes  in environmental or corporate farming laws could  affect
the  manner  in which the Company operates its business  and  its
cost structure.

The Financial Accounting Standards Board has issued SFAS No. 133,
"Accounting  for Derivative Instruments and Hedging  Activities,"
as  amended  by SFAS No. 138, "Accounting for Certain  Derivative
Instruments and Certain Hedging Activities an amendment  of  FASB
Statement  No.  133."  These statements establish accounting  and
reporting  standards for derivative instruments and  all  hedging
activities.    They   require  that  an  entity   recognize   all
derivatives as either assets or liabilities at their fair values.
Accounting for changes in the fair value of a derivative  depends
on  its  designation  and effectiveness.   For  derivatives  that
qualify  as effective hedges, the change in fair value will  have
no  net  impact on earnings until the hedged transaction  affects
earnings.   For  derivatives that are not designated  as  hedging
instruments,  or  for  the  ineffective  portion  of  a   hedging
instrument,  the change in fair value will affect current  period
net earnings.  The Company will adopt these statements during the
first  quarter  of  fiscal  2001.  The adoption  will  result  in
adjustments   primarily  to  the  Company's  balance   sheet   as
derivative  instruments  and  related  agreements  and   deferred
amounts  are recorded as assets or liabilities with corresponding
adjustments  to  Other  Comprehensive Income  or  earnings.   The
adoption  is  not  expected  to have a  material  impact  on  the
Company's earnings or cash flows.

The  Company does not believe its businesses have been materially
adversely affected by general inflation.


Derivative Information

The  Company is exposed to various types of market risks from its
day-to-day operations.  Primary market risk exposures result from
changing  interest rates, commodity prices and  foreign  currency
exchange  rates.   Changes  in interest  rates  impact  the  cash
required  to service variable rate debt. From time to  time,  the
Company  uses  interest rate swaps to manage risks of  increasing
interest rates.  Changes in commodity prices impact the  cost  of
necessary  raw materials, finished product sales and  firm  sales
commitments.  The Company uses corn, wheat, soybeans and  soybean
meal futures and options to manage risks of increasing prices  of
raw  materials and firm sales commitments.  The Company uses  hog
futures  to  manage  risks  of increasing  prices  of  live  hogs
acquired  for  processing.  Changes in foreign currency  exchange
rates  impact the cash paid or received by the Company on foreign
currency  denominated  receivables  and  payables.   The  Company
manages  these risks through the use of foreign currency  forward
exchange agreements.

The  table  below provides information about the  Company's  non-
trading  financial instruments sensitive to changes  in  interest
rates  at  December  31, 2000.  For debt obligations,  the  table
presents  principal  cash  flows  and  related  weighted  average
interest rates by expected maturity dates.  At December 31, 2000,
long-term  debt includes foreign subsidiary obligations  of  $5.0
million denominated in U.S. dollars, $2.5 million denominated  in
Congolese  francs, and $11.0 million payable in Argentine  pesos.
At  December 31, 1999, long-term debt includes foreign subsidiary
obligations of $5.1 million denominated in U.S. dollars and $12.8
million  payable  in  Argentine pesos.   The  Argentine  peso  is
currently pegged to the U.S. dollar and management believes there
is  minimal exchange rate risk.  Weighted average variable  rates
are  based  on rates in place at the reporting date.   Short-term
instruments    including   short-term   investments,    non-trade
receivables  and current notes payable have carrying values  that
approximate  market and are not included in  this  table  due  to
their short-term nature.

(Dollars in thousands)    2001   2002   2003   2004   2005  Thereafter   Total
Long-term debt:
 Fixed rate           $ 33,229 26,973 51,379 51,439 51,656    68,704  $283,380
  Average interest rate   6.55%  6.98%  7.38%  7.39%  7.40%     8.07%     7.42%
 Variable rate        $  1,258 26,667      -      -      -    35,600  $ 63,525
  Average interest rate   5.00%  7.12%     -      -      -      5.64%     6.25%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 1999 consisted of fixed rate long-
term  debt totaling $251.6 million with an average interest  rate
of 7.53%, and variable rate long-term debt totaling $77.9 million
with an average interest rate of 6.25%.

Inventories  that  are sensitive to changes in commodity  prices,
including carrying amounts and fair values at December  31,  2000
and  1999  are presented in Note 4 to the Consolidated  Financial
Statements.    Projected  raw  material  requirements,   finished
product  sales, and firm sales commitments may also be  sensitive
to  changes  in  commodity  prices.   The  tables  below  provide
information  about  the Company's derivative contracts  that  are
sensitive  to  changes  in commodity prices.   Although  used  to
manage overall market risks, certain contracts do not qualify  as
hedges  for financial reporting purposes.  As a result, they  are
classified  as  trading instruments and carried  at  fair  market
value.  Contracts that qualify as hedges for financial  reporting
purposes  are classified as non-trading instruments.   Gains  and
losses on non-trading instruments are deferred and recognized  as
adjustments of the carrying amounts of the commodities  when  the
hedged  transaction  occurs.  The following  tables  present  the
notional quantity amounts, the weighted average contract  prices,
the  contract maturities, and the fair value of the  position  of
the  Company's  open  trading  and  non-trading  derivatives   at
December 31, 2000.

<TABLE>
<CAPTION>
Trading:
                                             Contract Volumes      Wtd.-avg.                     Fair
Futures Contracts                            Quantity Units        Price/Unit     Maturity   Value (000's)
<S>                                           <C>                  <C>              <C>        <C>
Corn purchases - long                         815,000 bushels      $  2.26          2001       $  48
Corn sales - short                            105,000 bushels         2.53          2001          (9)

Soybean meal purchases - long                   1,500 tons          194.24          2001           2

<CAPTION>
                                             Contract Volumes  Wtd.-avg.Exercise                 Fair
Options Contracts                            Quantity Units        Price/Unit     Maturity   Value (000's)
<S>                                         <C>                    <C>              <C>        <C>
Wheat puts written - long                     885,000 bushels      $  3.10          2001       $ (19)
Wheat calls written - short collars           130,000 bushels         3.80          2001          (1)
Wheat calls purchased - long collars        1,015,000 bushels         3.36          2001          84

Soybean meal puts purchased - short             5,500 tons          190.00          2001          32
Soybean meal calls purchased - long collars     5,500 tons          190.00          2001          29
Soybean meal calls written - short collars      5,500 tons          190.00          2001         (29)


Non-trading:

<CAPTION>
                                             Contract Volumes      Wtd.-avg.                     Fair
Futures Contracts                            Quantity Units        Price/Unit     Maturity   Value (000's)
<S>                                         <C>                    <C>              <C>        <C>
Corn purchases - long                       3,615,000 bushels      $  2.22          2001       $ 342
Corn sales - short                          3,905,000 bushels         2.24          2001        (285)

Wheat purchases - long                      5,050,000 bushels         3.14          2001         (32)
Wheat sales - short                         4,850,000 bushels         3.16          2001         173

Soybean meal purchases - long                  81,700 tons          183.69          2001         739
Soybean meal sales - short                     81,200 tons          185.31          2001        (630)

Soybean purchases - long                    1,245,000 bushels         4.87          2001         159
Soybean sales - short                       1,245,000 bushels         4.88          2001        (146)
</TABLE>


At  December  31, 1999, the Company had net trading contracts  to
purchase  2.3 million bushels of grain (fair value of $(246,000))
and  11,200  tons  of  meal  (fair value  of  $24,000),  and  net
contracts  to  sell  1.4 million pounds of hogs  (fair  value  of
$16,000).   At December 31, 1999, the Company had net non-trading
contracts  to  sell 1.3 million bushels of grain (fair  value  of
$(119,000)) and 3,200 tons of meal (fair value of $19,000).

The  table  below provides information about the Company's  trade
receivables  and  financial  instruments  sensitive  to   foreign
currency   exchange  rates,  and  all  related  forward  currency
exchange  agreements  at  December  31,  2000.   Information   is
presented in U.S. dollar equivalents and all contracts mature  in
2001.  The  table  presents  the notional  amounts  and  weighted
average exchange rate.  The notional amount is generally used  to
calculate  the  contractual payments to be  exchanged  under  the
contract.

(Dollars in thousands)                           Contract Amounts    Fair Value

Firmly committed sales contracts
 (African rands (ZAR))                            $    35,458       $     (64)
Related derivative:
 Forward exchange agreements
 (receive $US/pay ZAR)                            $    35,819       $      62
 Average contractual exchange rate                       7.63

Short-term notes payable:
 Variable rate (yen)                              $    20,000       $  20,000
 Average effective interest rate                        7.60%
Related Derivative:
 Forward exchange agreement, including
 projected interest due at maturity
 (receive yen/pay $US)                            $    20,242       $  20,242
 Exchange rate                                         110.87

At  December 31, 1999, the Company had net agreements to exchange
$25,565,000  of  contracts denominated in  African  rands  at  an
average contractual exchange rate of 6.22 ZAR to one U.S.  dollar
and  an agreement effectively fixing the exchange rate on the $20
million  payable  in yen at 104.13 to one U.S.  dollar  (contract
values approximate market).



Responsibility for Financial Statements

The  consolidated financial statements appearing in  this  annual
report  have  been  prepared by the Company  in  conformity  with
accounting principles generally accepted in the United States  of
America and necessarily include amounts based upon judgments with
due consideration given to materiality.

The  Company  relies on a system of internal accounting  controls
that is designed to provide reasonable assurance that assets  are
safeguarded, transactions are executed in accordance with Company
policy  and  are  properly recorded, and accounting  records  are
adequate  for  preparation  of  financial  statements  and  other
information.  The  concept of reasonable assurance  is  based  on
recognition that the cost of a control system should  not  exceed
the  benefits expected to be derived and such evaluations require
estimates  and  judgments. The design and  effectiveness  of  the
system   are  monitored  by  a  professional  staff  of  internal
auditors.

The  consolidated financial statements have been audited  by  the
independent accounting firm of KPMG LLP, whose responsibility  is
to  examine records and transactions and to gain an understanding
of  the  system  of internal accounting controls  to  the  extent
required  by auditing standards generally accepted in the  United
States  of  America  and  render  an  opinion  as  to  the   fair
presentation of the consolidated financial statements.

The  Board of Directors pursues its review of auditing,  internal
controls  and  financial statements through its audit  committee,
composed  entirely of independent directors. In the  exercise  of
its responsibilities, the audit committee meets periodically with
management,  with the internal auditors and with the  independent
accountants to review the scope and results of audits.  Both  the
internal  auditors and independent accountants have  unrestricted
access  to  the audit committee with or without the  presence  of
management.



Independent Auditors' Report

We  have audited the accompanying consolidated balance sheets  of
Seaboard Corporation and subsidiaries as of December 31, 2000 and
1999,  and  the  related  consolidated  statements  of  earnings,
changes  in  equity and cash flows for each of the years  in  the
three-year  period  ended December 31, 2000.  These  consolidated
financial  statements  are the responsibility  of  the  Company's
management. Our responsibility is to express an opinion on  these
consolidated financial statements based on our audits.

We  conducted  our  audits in accordance with auditing  standards
generally  accepted  in  the  United  States  of  America.  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement. An audit includes examining, on  a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statements. An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.  We  believe that our audits provide  a  reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of Seaboard Corporation and subsidiaries as of December
31,  2000 and 1999, and the results of their operations and their
cash  flows for each of the years in the three-year period  ended
December  31,  2000,  in  conformity with  accounting  principles
generally accepted in the United States of America.

As  discussed in Note 4 to the consolidated financial statements,
the   Company  changed  its  method  of  accounting  for  certain
inventories  from the first-in, first-out method to the  last-in,
first-out method in 1999.

                                   /s/KPMG LLP

Kansas City, Missouri
March 5, 2001



                           SEABOARD CORPORATION
                        Consolidated Balance Sheets



                                                           December 31,
(Thousands of dollars)                                  2000        1999

Assets

Current assets:

 Cash and cash equivalents                        $   19,760  $   11,039

 Short-term investments                               91,375      91,609

 Receivables:

  Trade                                              194,966     141,838

  Due from foreign affiliates                         36,662      31,383

  Other                                               41,816      27,785

                                                     273,444     201,006

  Allowance for doubtful receivables                 (29,801)    (29,075)

   Net receivables                                   243,643     171,931

 Inventories                                         218,030     192,847

 Deferred income taxes                                14,132      15,031

 Prepaid expenses and deposits                        23,760      20,395

 Current assets of discontinued operations                 -     103,464

  Total current assets                               610,700     606,316

Investments in and advances to foreign affiliates     63,302      28,449

Net property, plant and equipment                    611,361     480,415

Other assets                                          27,485      30,204

Non-current assets of discontinued operations              -     132,407

Total Assets                                      $1,312,848  $1,277,791


See accompanying notes to consolidated financial statements.


                           SEABOARD CORPORATION
                        Consolidated Balance Sheets



                                                           December 31,
(Thousand of dollars)                                   2000        1999

Liabilities and Stockholders' Equity

Current liabilities:

 Notes payable to banks                           $   80,480  $  221,353

 Current maturities of long-term debt                 34,487      11,487

 Accounts payable                                     59,181      61,529

 Accrued liabilities                                  74,937      54,408

 Deferred revenues                                    48,004      31,929

 Accrued payroll                                      21,313      17,360

 Current liabilities of discontinued operations            -      24,013

  Total current liabilities                          318,402     422,079

Long-term debt, less current maturities              312,418     318,017

Deferred income taxes                                107,833      41,948

Other liabilities                                     33,464      34,924

Non-current liabilities of discontinued operations         -      16,824

  Total non-current and deferred liabilities         453,715     411,713

Minority interest                                         46         831

Commitments and contingent liabilities

Stockholders' equity:

 Common stock of $1 par value.  Authorized
 4,000,000 shares; Issued 1,789,599 shares
 including 302,079 shares of treasury stock            1,790       1,790

 Shares held in treasury                                (302)       (302)

                                                       1,488       1,488

 Additional capital                                   13,214      13,214

 Accumulated other comprehensive income                 (106)       (201)

 Retained earnings                                   526,089     428,667

  Total stockholders' equity                         540,685     443,168

Total Liabilities and Stockholders' Equity        $1,312,848  $1,277,791


See accompanying notes to consolidated financial statements.


                           SEABOARD CORPORATION
                        Consolidated Statements of Earnings


                                                    Years ended December 31,
(Thousands of dollars except per share amounts)    2000      1999       1998

Net sales                                     $1,583,696 $1,284,262 $1,294,492

Cost of sales and operating expenses           1,406,439  1,164,134  1,145,379

 Gross income                                    177,257    120,128    149,113

Selling, general and administrative expenses     129,192    107,760    119,343

 Operating income                                 48,065     12,368     29,770

Other income (expense):

 Interest income                                  12,580      7,446      7,072

 Interest expense                                (30,134)   (31,418)   (26,371)

 Loss from foreign affiliates                     (2,440)    (1,413)   (17,105)

 Gain (loss) on exchange/disposition of businesses(5,612)         -     54,544

 Minority interest                                   785      1,283          -

 Miscellaneous                                    11,059      3,128      3,908

 Total other income (expense), net               (13,762)   (20,974)    22,048

Earnings (loss) from continuing operations before
     income taxes                                 34,303     (8,606)    51,818

Income tax expense                               (25,431)    (4,981)   (20,391)

Earnings (loss) from continuing operations         8,872    (13,587)    31,427

Earnings from discontinued operations, net
     of income taxes of  $8,278 and $11,753, for
     1999 and 1998 respectively                        -     13,634     19,511

Gain on disposal of discontinued operations, net of
     income taxes of $57,305                      90,037          -          -

Net earnings                                  $   98,909 $       47 $   50,938

Earnings per common share:

 Earnings (loss) from continuing operations   $     5.96 $    (9.13)$    21.12

 Earnings from discontinued operations             60.53       9.16      13.12

Earnings per common share                     $    66.49 $     0.03 $    34.24


See accompanying notes to consolidated financial statements.



<TABLE>
                                          SEABOARD CORPORATION
                              Consolidated Statements of Changes in Equity
                             (Thousands of dollars except per share amounts)
                              Years ended December 31, 2000, 1999 and 1998


<CAPTION>
                                                      Accumulated
                                                         Other
                                    Common  Treasury  Additional  Comprehensive  Retained  Comprehensive
                                     Stock   Stock     Capital       Income      Earnings     Income
<S>                                <C>       <C>       <C>           <C>        <C>         <C>
Balances, January 1, 1998          $ 1,790   $ (302)   $ 13,214      $  10      $ 380,656

Net earnings                             -        -           -          -         50,938   $  50,938

Other comprehensive income,
  net of income tax benefit of $56       -        -           -        (91)             -         (91)

Comprehensive income                     -        -           -          -              -      50,847

Dividends on common stock
  ($1.00 per share)                      -        -           -          -         (1,487)

Balances, December 31, 1998          1,790     (302)     13,214        (81)       430,107


Net earnings                             -        -           -           -            47          47

Other comprehensive income,
  net of income tax benefit of $77       -        -           -        (120)            -        (120)

Comprehensive income                     -        -           -           -             -         (73)

Dividends on common stock
  ($1.00 per share)                      -        -           -           -        (1,487)

Balances, December 31, 1999          1,790     (302)     13,214        (201)      428,667


Net earnings                             -        -           -           -        98,909      98,909

Other comprehensive income,
  net of income tax expense of $61       -        -           -          95             -          95

Comprehensive income                     -        -           -           -             -   $  99,004

Dividends on common stock
  ($1.00 per share)                      -        -           -           -        (1,487)

Balances, December 31, 2000        $ 1,790   $ (302)   $ 13,214      $ (106)    $ 526,089

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

                              SEABOARD CORPORATION
                       Consolidated Statement of Cash Flows


                                                     Years ended December 31,
(Thousand of dollars)                               2000      1999       1998

Cash flows from operating activities:
 Net earnings                                 $    98,909 $      47  $  50,938
 Adjustments to reconcile net earnings
 to cash from operating activities:
  Net earnings from discontinued operations             -   (13,634)   (19,511)
  Net gain on disposal of discontinued operations (90,037)        -          -
  Depreciation and amortization                    50,383    45,582     40,479
  Loss from foreign affiliates                      2,440     1,413     17,105
  Deferred income taxes                            57,809    (2,985)    10,884
  Gain from recognition of deferred swap proceeds  (3,760)        -          -
  Gain from sale of fixed assets                     (492)   (1,984)    (2,737)
  (Gain) loss from exchange/disposition
  of businesses                                     5,612         -    (54,544)
 Changes in current assets and liabilities
  (net of businesses acquired and disposed):
  Receivables, net of allowance                   (64,182)  (18,029)     7,471
  Inventories                                     (26,477)  (48,127)    35,341
  Prepaid expenses and deposits                    (4,584)   (8,127)    (1,040)
  Current liabilities exclusive of debt           (25,279)    3,532    (24,576)
 Other, net                                          (879)    1,837       (346)
  Net cash from operating activities                 (537)  (40,475)    59,464

Cash flows from investing activities:
 Purchase of investments                       (1,235,054) (443,978)  (446,868)
 Proceeds from the sale of investments          1,176,653   456,903    311,433
 Proceeds from the maturity of investments         58,791    51,073     85,053
 Capital expenditures                            (116,933)  (67,713)   (26,913)
 Investments in and advances to foreign
 affiliates, net                                  (23,310)   (1,446)   (48,586)
 Proceeds from the sale of fixed assets             4,589     5,042      9,795
 Investment in domestic affiliate                       -         -     (2,500)
 Additional investment in a controlled subsidiary       -    (2,791)         -
 Acquisition of businesses (net of cash acquired) (45,444)        -     (1,388)
 Proceeds from disposal of discontinued
  operations, net of cash expenditures            356,107         -          -
 Proceeds from disposition of businesses                -         -     72,359
  Net cash from investing activities              175,399    (2,910)   (47,615)

Cash flows from financing activities:
 Notes payable to banks, net                     (140,873)   62,373    (15,025)
 Proceeds from issuance of long-term debt           5,211    26,667          -
 Principal payments of long-term debt             (24,901)  (26,807)    (7,400)
 Dividends paid                                    (1,487)   (1,487)    (1,487)
 Bond construction fund                            (4,091)        -          -
 Proceeds from termination of interest
  rate swap agreements                                  -     5,982          -
  Net cash from financing activities             (166,141)   66,728    (23,912)

  Net cash flows from discontinued operations           -   (33,020)    24,227

Net change in cash and cash equivalents             8,721    (9,677)    12,164

Cash and cash equivalents at beginning of year     11,039    20,716      8,552

Cash and cash equivalents at end of year      $    19,760 $  11,039  $  20,716


See accompanying notes to consolidated financial statements.


             Notes to Consolidated Financial Statements

Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation and its subsidiaries  (the  Company)  is  a
diversified international agribusiness and transportation company
primarily engaged domestically in pork production and processing,
and  cargo shipping.  Overseas, the Company is primarily  engaged
in   commodity  merchandising,  flour  and  feed  milling,  sugar
production,  and  electric  power  generation.   Seaboard   Flour
Corporation  (the Parent Company) is the owner of  75.3%  of  the
Company's outstanding common stock.

Principles of Consolidation and Investments in Affiliates

The  consolidated financial statements include  the  accounts  of
Seaboard  Corporation and its domestic and foreign  subsidiaries.
All  significant intercompany balances and transactions have been
eliminated in consolidation.  The Company's investments  in  non-
controlled  affiliates are accounted for by  the  equity  method.
Financial  information  from  certain  foreign  subsidiaries  and
affiliates is reported on a one- to three-month lag depending  on
the  specific  entity.  As more fully described in Note  13,  the
Company  completed  the  sale of its Poultry  Division  effective
January  3, 2000.  The Company's financial statements  and  notes
reflect the Poultry Division as a discontinued operation for  all
periods presented.

Short-term Investments

Short-term  investments  are  retained  for  future  use  in  the
business  and include time deposits, commercial paper, tax-exempt
bonds,  corporate  bonds  and U.S. government  obligations.   All
short-term  investments held by the Company  are  categorized  as
available-for-sale and are reported at fair value with unrealized
gains  and  losses  reported, net  of  tax,  as  a  component  of
accumulated  other  comprehensive  income.   The  cost  of   debt
securities is adjusted for amortization of premiums and accretion
of  discounts  to  maturity.  Such amortization  is  included  in
interest income.

Inventories

The  Company uses the lower of last-in, first-out (LIFO) cost  or
market for determining inventory cost of live hogs, dressed  pork
product and related materials.  All other inventories are  valued
at the lower of first-in, first-out (FIFO) cost or market.

Property, Plant and Equipment

Property,  plant and equipment are carried at cost and are  being
depreciated  generally on the straight-line  method  over  useful
lives  ranging from 3 to 30 years.  Property, plant and equipment
leases  which  are deemed to be installment purchase  obligations
have  been  capitalized and included in the property,  plant  and
equipment  accounts.   Routine  maintenance,  repairs  and  minor
renewals  are  charged  to operations while  major  renewals  and
improvements  are  capitalized.  Costs expected  to  be  incurred
during  regularly  scheduled drydocking of  vessels  are  accrued
prior to the drydock date.

Deferred Grant Revenue

Included  in other liabilities at December 31, 2000 and  1999  is
$10,280,000  and  $10,704,000, respectively,  of  deferred  grant
revenue.   Deferred grant revenue represents economic development
funds contributed to the Company by government entities that were
limited  to construction of a hog processing facility in  Guymon,
Oklahoma.  Deferred grants are being amortized to income over the
life of the assets acquired with the funds.

Income Taxes

Deferred income taxes are recognized for the tax consequences  of
temporary  differences by applying enacted  statutory  tax  rates
applicable  to future years to differences between the  financial
statement  carrying amounts and the tax bases of existing  assets
and liabilities.

Comprehensive Income

For  the  years  ended December 31, 2000, 1999  and  1998,  other
comprehensive income adjustments were not material and  consisted
of  unrealized gains on available-for-sale securities and foreign
currency cumulative translation adjustments, net of tax.

Revenue Recognition and Reclassifications

The  Company  recognizes revenue on commercial exchanges  at  the
time  title to the goods transfers to the buyer.  Revenue of  the
Company's containerized cargo service is recognized ratably  over
the transit time for each voyage.

In  accordance  with a consensus reached by the  Emerging  Issues
Task Force on Issue No. 00-10, beginning in the fourth quarter of
2000  the  Company's Pork Division reclassified all shipping  and
handling  billed  to  customers  in  sales  transactions  from  a
reduction  of  revenue  to  cost of  sales.   This  treatment  is
consistent with that followed by Seaboard's other divisions.  The
presentation of prior period information has been reclassified to
conform  with  the current presentation.  Shipping  and  handling
amounts   reclassified  totalled  $32,418,000,  $28,958,000   and
$29,126,000 for the years ended December 31, 2000, 1999 and 1998,
respectively.

Use of Estimates

The  preparation  of  the  consolidated financial  statements  in
conformity with accounting principles generally accepted  in  the
United  States of America requires the Company to make  estimates
and  assumptions that affect the reported amounts of  assets  and
liabilities  and disclosure of contingent assets and  liabilities
at  the  date  of the consolidated financial statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.

Impairment of Long-lived Assets

Long-lived  assets  and  certain  identifiable  intangibles   are
reviewed   for   impairment  whenever  events   or   changes   in
circumstances  indicate  that the  carrying  amount  may  not  be
recoverable.   Recoverability of assets to be held  and  used  is
measured  by a comparison of the carrying amount of the asset  to
future net cash flows expected to be generated by the asset.   If
such  assets are considered to be impaired, the impairment to  be
recognized is measured by the amount by which the carrying amount
of  the assets exceed the fair value of the assets.  Assets to be
disposed  of are reported at the lower of the carrying amount  or
fair  value  less costs to sell.  See Note 12 for  discussion  of
recoverability of certain segments' long-lived assets.

Earnings Per Common Share

Earnings  per  common  share are based upon  the  average  shares
outstanding  during the period.  Average shares outstanding  were
1,487,520  for each of the three years ended December  31,  2000,
1999  and  1998,  respectively.  Basic and diluted  earnings  per
share are the same for all periods presented.

Cash and Cash Equivalents

For  purposes of the consolidated statements of cash  flows,  the
Company  considers all demand deposits and overnight  investments
as   cash   equivalents.   Included  in  accounts   payable   are
outstanding checks in excess of cash balances of $22,836,000  and
$23,483,000  at  December 31, 2000 and 1999,  respectively.   The
amounts  paid  (received) for interest and income  taxes  are  as
follows:

                                            Years ended December 31,

(Thousands of dollars)                      2000      1999      1998

Interest (net of amounts capitalized)   $  29,821    33,090    26,444

Income taxes                            $  11,805    15,432    (3,608)


Supplemental Noncash Transactions

As  more fully described in Note 2, during 2000 the Company  sold
its  Poultry  Division, acquired the assets of  an  existing  hog
production operation, a cargo terminal facility and a  flour  and
feed milling facility, and exchanged its controlling interest  in
a  Bulgarian  wine  operation  and  cash  for  a  non-controlling
interest  in  a larger Bulgarian wine operation.  As  more  fully
described  in Notes 2 and 5, during 1998 the Company purchased  a
wine  operation  in Bulgaria and a milling operation  in  Zambia,
consolidated  a previously non-controlled foreign  affiliate  and
disposed of its Puerto Rican baking and flour milling operations.
The following table summarizes the noncash transactions resulting
from the disposition and exchange of businesses in 2000 and 1998:

                                                     Years ended December 31,

(Thousands of dollars)                                      2000      1998

Decrease in net working capital
 (including current income tax liability)               $  73,750  $  4,732

Increase in investments in and advances
 to foreign affiliates                                    (25,274)        -

Decrease in other fixed assets                              7,865    19,736

Decrease in other net assets                                  102     1,347

Decrease in net assets of discontinued operation          195,034         -

Long-term note receivable from sale                             -    (8,000)

Increase in deferred income tax liability                   8,914         -

Gain (loss) on exchange/disposition of businesses          (5,612)   54,544

Gain on disposal of discontinued operations,
 net of income taxes                                       90,037         -

  Net proceeds from exchange/disposition of businesses  $ 344,816  $ 72,359


Net  proceeds  from  exchange/disposition of businesses  in  2000
includes  $356,107,000 in proceeds from disposal of  discontinued
operations  and $11,291,000 in cash paid and contributed  in  the
exchange of a business.

The following table summarizes the noncash transactions resulting
from  the acquisitions and consolidation of the foreign affiliate
in 2000 and 1998:

                                                     Years ended December 31,

(Thousands of dollars)                                      2000      1998

Increase in other working capital                       $   8,654  $ 38,539

Decrease in investments in and advances to
 foreign affiliates                                             -   (96,733)

Increase in fixed assets                                   76,781   114,867

Increase in other net assets                                  600     9,198

Increase in notes payable and long-term debt              (37,091)  (58,801)

Increase in other liabilities                              (3,500)        -

Minority interest                                               -    (5,682)

  Cash paid, net of cash acquired and consolidated      $  45,444  $  1,388



Foreign Currency

The Company has operations in and transactions with customers  in
a  number  of foreign countries.  The currencies of the countries
fluctuate  in relation to the U.S. dollar.  Most of the Company's
major  contracts  and transactions, however, are  denominated  in
U.S.  dollars.   In  addition,  the  value  of  the  U.S.  dollar
fluctuates  in  relation  to the currencies  of  countries  where
certain  of  the  Company's foreign subsidiaries  and  affiliates
primarily   conduct  business.   These  fluctuations  result   in
exchange  gains  and  losses.  The activities  of  these  foreign
subsidiaries  and  affiliates are primarily conducted  with  U.S.
subsidiaries or operate in hyper-inflationary environments.  As a
result,  the  Company  remeasures  the  financial  statements  of
certain foreign subsidiaries and affiliates using the U.S. dollar
as  the  functional  currency.  The  exchange  gains  and  losses
reported  in  earnings  were not material  for  the  years  ended
December  31,  2000,  1999 and 1998.  Foreign  currency  exchange
restrictions imposed upon the Company's foreign subsidiaries  and
foreign  affiliates  do  not  have a significant  effect  on  the
consolidated financial position of the Company.

Certain   foreign  subsidiaries  use  local  currency  as   their
functional   currency.    Assets   and   liabilities   of   these
subsidiaries are translated to U.S. dollars at year-end  exchange
rates,  and  income and expense items are translated  at  average
rates for the year.  Resulting translation gains and losses  were
not  material  for the years ended December 31,  2000,  1999  and
1998.  Translation gains and losses are recorded as components of
accumulated other comprehensive income.

The  Company,  from  time-to-time, enters into  foreign  currency
exchange agreements to manage the foreign currency exchange  risk
on  certain  transactions denominated in foreign currencies.   At
December  31,  2000, the Company had net agreements  to  exchange
$35,819,000  of  contracts  denominated  in  foreign  currencies.
Gains   and   losses  on  foreign  currency  exchange  agreements
designated  as  hedges and for which there is a high  correlation
between  changes  in  the  value of the  exchange  agreement  and
changes  in  the  value of the hedged contract are  deferred  and
ultimately   recognized  in  earnings  along  with  the   related
contract.



Financial Instruments

The   Company,  from  time-to-time,  enters  into  interest  rate
exchange agreements which involve the exchange of fixed-rate  and
variable-rate  interest payments over the life of the  agreements
without the exchange of the underlying notional amounts to  hedge
the  effects of fluctuations in interest rates.  These agreements
effectively  convert specifically identified, variable-rate  debt
into  fixed-rate  debt.  Differences to be paid or  received  are
accrued  as  interest  rates change  and  are  recognized  as  an
adjustment to interest expense.  See Note 8 for a description  of
outstanding exchange rate agreements.

Gains  and  losses  on  termination  of  interest  rate  exchange
agreements  are  deferred and recognized over  the  term  of  the
underlying debt instrument as an adjustment to interest  expense.
At  December 31, 2000 and 1999, net deferred gains on  terminated
interest   rate   exchange  agreements  totaled  $2,217,000   and
$6,435,000,  respectively.  In cases where there is no  remaining
underlying  debt instrument, gains and losses on termination  are
recognized currently in miscellaneous income (expense).



Commodity Instruments

The  Company  enters  into forward purchase and  sale  contracts,
futures  and options to manage its exposure to price fluctuations
in  the commodity markets.  These commodity instruments generally
involve the anticipated purchase of raw materials and firm  sales
commitments.  At December 31, 2000, the Company had net contracts
to  purchase  2.4 million bushels of grain and net  contracts  to
sell 3,500 tons of meal.

Gains  and  losses on commodity instruments designated as  hedges
and  for which there is high correlation between changes  in  the
value  of  the instrument and changes in the value of the  hedged
commodity are deferred and ultimately recognized in operations as
part  of  the  cost  of  the  commodity.   Gains  and  losses  on
qualifying  hedges  of  firm commitments or probable  anticipated
transactions  are also deferred and recognized as adjustments  of
the   carrying  amounts  of  the  commodities  when  the   hedged
transaction  occurs.  When a qualifying hedge  is  terminated  or
ceases to meet the specific criteria for use of hedge accounting,
any  deferred  gains or losses through that date continue  to  be
deferred.   Commodity instruments not qualifying  as  hedges  for
financial reporting purposes are marked to market and included in
cost of sales in the consolidated statements of operations.   For
the  years  ended  December 31, 2000, 1999 and  1998,  losses  on
commodity contracts reported in operating income were $1,315,000,
$592,000,  and $3,139,000, respectively.  At December  31,  2000,
the  net  deferred  gain on commodity instruments  was  $236,000,
compared to a net deferred loss at December 31, 1999 of $426,000.
These   amounts  are  included  in  deferred  revenues   in   the
consolidated   balance   sheets.   Cash  flows   from   commodity
instruments  are classified in the same category  as  cash  flows
from  the  hedged commodities in the consolidated  statements  of
cash flows.



Transactions with Parent Company

At  December  31, 2000, the Company had a net receivable  balance
from  the Parent Company of $4,910,000 compared to a net  payable
balance  at  December  31,  1999  of  $1,382,000.   Interest   on
receivables is charged at the prime rate and interest on payables
is  accrued at the Company's short-term borrowing rate.   Related
interest income (expense) for the years ended December 31,  2000,
1999  and  1998,  amounted  to $192,000,  $151,000  and  $(8,000)
respectively.


Note 2

Acquisitions and Dispositions of Businesses

The Company completed the sale of its Poultry Division on January
3,   2000.   The  sale  of  this  division  is  presented  as   a
discontinued operation and is more fully described in Note 13.

During  the  first  quarter of 2000, the  Company  purchased  the
assets  of an existing hog production operation for approximately
$75 million, consisting of $34 million in cash and the assumption
of   $34  million  in  debt,  $4  million  of  currently  payable
liabilities and $3 million payable over the next four years.  The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  second  quarter of 2000, the Company  purchased  the
assets  of  a  cargo  terminal facility  for  approximately  $9.1
million consisting of $8.2 million in cash, including transaction
expenses,  and  the  assumption of $0.9  million  in  debt.   The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  third  quarter of 2000, the  Company  purchased  the
assets  of  a flour and feed milling facility in the Republic  of
Congo  for approximately $5.9 million, consisting of $3.4 million
in  cash  and $2.5 million payable over the next ten years.   The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  third quarter of 2000, the Company discontinued  the
business  of marketing fruits and vegetables grown through  joint
ventures or independent growers by selling certain assets of  its
Produce Division resulting in a $2.0 million loss.

During  the  fourth  quarter of 2000, the Company  exchanged  its
controlling  interest in a Bulgarian wine company and $10,400,000
cash  for  a non-controlling interest in a larger Bulgarian  wine
operation, realizing a $5,612,000 pre-tax ($3,648,000 after  tax)
loss  on  the  exchange.  This investment will be  accounted  for
using  the  equity  method.   The  transaction  would  not   have
significantly affected net earnings or earnings per  share  on  a
pro forma basis.

In  October 1998, the Company purchased a controlling interest in
an existing Bulgarian winery by acquiring newly issued shares for
$15,000,000.   During  1999, the Company  further  increased  its
interest in the winery by purchasing previously issued shares for
$2,791,000.  In November 1998, the Company purchased a flour  and
feed  milling  operation  in Zambia by  assuming  liabilities  of
approximately $10,232,000.  These acquisitions were accounted for
using  the  purchase  method  and would  not  have  significantly
affected sales, net earnings or earnings per share on a pro forma
basis.

On  December  30,  1998, the Company completed the  sale  of  its
Puerto  Rican baking and flour milling businesses to a management
group  led  by  the  President of the baking  businesses.   These
assets   were   sold  for  $81,359,000  and  the  assumption   of
$11,770,000   in   liabilities.   The   proceeds   consisted   of
$72,359,000  in cash, an $8,000,000 interest bearing subordinated
note  receivable due in 2004 (subsequently collected in the first
quarter  of  2001),  and  a  $1,000,000  interest  bearing   note
receivable (collected in the first quarter of 1999).  The Company
recognized a pre-tax gain of $54,544,000 ($33,272,000 after  tax)
in  connection  with this transaction.  The following  pro  forma
unaudited  financial data reflects the pro forma  impact  on  the
Company's results of operations as if the sale was consummated at
the  beginning of 1998, excluding the gain on the sale, with  pro
forma   adjustments   to  give  effect  to  reducing   short-term
borrowings, interest income earned on short-term investments  and
certain  other  adjustments, together  with  related  income  tax
effects:

(Thousands of dollars, except per share amount)    Year ended December 31,1998

Net sales                                                 $  1,203,316

Loss from continuing operations                           $     (4,146)

Net earnings                                              $     16,128

Loss per share from continuing operations                 $      (2.79)

Earnings per share                                        $      10.84

The pro forma financial information is not necessarily indicative
of  the  results of operations that would have occurred  had  the
sale  been  consummated  on  the  dates  assumed,  nor  are  they
necessarily indicative of future operating results.


Note 3

Short-term Investments

Substantially all available-for-sale securities have  contractual
maturities  within two years and are available  to  meet  current
operating   needs.   The  amortized  cost  of  these  investments
approximates  fair  value at December 31,  2000  and  1999.   The
Company  realized net gains of $3,567,000 on sales of  available-
for-sale  securities for the year ended December 31, 2000,  which
is  included in miscellaneous income.  Gross realized  gains  and
losses  on  sales  of  available-for-sale  securities  were   not
material  for  the years ended December 31, 1999 and  1998.   The
following  is a summary of the estimated fair value of available-
for-sale securities at December 31, 2000 and 1999:

                                                           December 31,
(Thousands of dollars)                                   2000       1999

U.S. Treasury securities and obligations of
 U.S. government agencies                           $   20,501 $   33,960

Obligations of states and political subdivisions        60,610     35,526

Other securities                                        10,264     22,123

Total securities                                    $   91,375 $   91,609



Note 4

Inventories

A summary of inventories at the end of each year is as follows:

                                                           December 31,
(Thousands of dollars)                                   2000      1999

At lower of LIFO cost or market:

 Live hogs and related materials                    $  117,699 $   75,662

 Dressed pork and related materials                     10,995      8,360

                                                       128,694     84,022

 LIFO allowance                                           (326)     4,026

  Total inventories at lower of LIFO cost or market    128,368     88,048

At lower of FIFO cost or market:

 Grain, flour and feed                                  42,534     41,772

 Sugar produced and in process                          24,454     22,398

 Crops in production and related materials               4,978      7,490

 Wine and other spirits                                      -     12,555

 Other                                                  17,696     20,584

  Total inventories at lower of FIFO cost or market     89,662    104,799

Total inventories                                   $  218,030 $  192,847

In 1999, the Company changed its method of accounting for certain
inventories of the Pork Division from FIFO to LIFO increasing net
earnings  from  continuing operations in 1999  by  $2,456,000  or
$1.65  per  common  share.  If the FIFO  method  had  been  used,
inventories would have been $326,000 higher and $4,026,000  lower
than those reported at December 31, 2000 and 1999, respectively.


Note 5

Investments in and Advances to Foreign Affiliates

The  Company  has  made  investments  in  and  advances  to  non-
controlled  foreign affiliates primarily conducting  business  in
flour  and  feed milling and wine making.  The foreign affiliates
are located in Angola, the Democratic Republic of Congo, Lesotho,
Kenya, Mozambique, Nigeria and Sierra Leone in Africa; Ecuador in
South  America;  Haiti  in the Caribbean;  and  Bulgaria.   These
investments are accounted for by the equity method.

The  Company's  investments in foreign affiliates  are  primarily
carried  at the Company's equity in the underlying net assets  of
each  subsidiary.   Certain of these foreign  affiliates  operate
under  restrictions imposed by local governments which limit  the
Company's  ability  to  have  significant  influence   on   their
operations.  These restrictions have resulted in a loss in  value
of  these  investments and advances that is other than temporary.
The  Company  suspended the use of the equity  method  for  these
investments and recognized the impairment in value by a charge to
earnings in years prior to 1998.

During the first quarter of 2000, the Company invested $7,500,000
for  a  minority interest in a flour and feed mill  operation  in
Kenya.  During the fourth quarter of 2000, the Company acquired a
non-controlling interest in a Bulgarian wine operation.  See Note
2 for further discussion.

During   the  second  quarter  of  1999,  the  Company   invested
$1,700,000 for a minority interest in a flour mill in Angola.  In
July  1998, the Company acquired for $5,000,000 a non-controlling
interest  in a flour mill in Lesotho.  In June 1998, the Company,
in  a joint venture with two other partners, acquired an interest
in  a  flour  mill in Haiti.  The Company made an  investment  of
$3,000,000 for a minority interest in the joint venture, which in
turn  owns  70% of a Haitian company which owns the  flour  mill.
These  investments  are  being accounted  for  using  the  equity
method.

Ingenio y Refineria San Martin del Tabacal S.A. (Tabacal)  is  an
Argentine  company  primarily engaged  in  growing  and  refining
sugarcane  and,  to  a  lesser extent,  citrus  production.   The
Company  accounted  for this investment using the  equity  method
from  July  1996  (date  of acquisition) through  December  1998.
Losses   from  foreign  affiliates  during  1998  are   primarily
attributable   to   the   operations   of   Tabacal.    Effective
December  31,  1998, the Company obtained voting control  over  a
majority  of  the capital stock of Tabacal.  Accordingly,  as  of
December  31,  1998, Tabacal is accounted for as  a  consolidated
subsidiary.   See  Note 1 for the noncash transactions  resulting
from this consolidation in 1998.

Sales   of   grain  and  supplies  to  non-consolidated   foreign
affiliates are included in consolidated net sales for  the  years
ended  December  31,  2000,  1999  and  1998,  and  amounted   to
$106,876,000, $69,739,000 and $107,424,000, respectively.

Combined  condensed financial information of the  non-controlled,
non-consolidated  foreign  affiliates for  their  fiscal  periods
ended  within  each of the Company's years ended,  including  the
Bulgarian wine operation's financial position as of December  31,
2000  only,  as  discussed  in Note 2,  and  Tabacal's  operating
results for 1998 only, are as follows:

                                                December 31,

(Thousands of dollars)                   2000      1999      1998

Net sales                           $  230,460   166,592   217,362

Net loss                            $   (8,843)   (8,966)  (20,497)

Total assets                        $  257,534   122,008   137,381

Total liabilities                   $  152,560    61,557    72,995

Total equity                        $  104,974    60,451    64,386



Note 6

Property, Plant and Equipment

A  summary  of property, plant and equipment at the end  of  each
year is as follows:

                                                December 31,

(Thousands of dollars)                         2000       1999

Land and improvements                      $  97,842  $  81,317

Buildings and improvements                   186,408    154,647

Machinery and equipment                      479,023    388,887

Transportation equipment                      94,691     82,174

Office furniture and fixtures                 12,817     13,697

Construction in progress                      25,221     14,023

                                             896,002    734,745

Accumulated depreciation and amortization   (284,641)  (254,330)

  Net property, plant and equipment        $ 611,361  $ 480,415



Note 7

Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2000, 1999 and 1998 differ from  the  amounts
computed  by applying the statutory U.S. Federal income tax  rate
to earnings (loss) from continuing operations before income taxes
for the following reasons:

                                                     Years ended December 31,

(Thousands of dollars)                                2000     1999      1998

Computed "expected" tax expense (benefit)          $ 12,006 $ (3,012) $ 18,136

Adjustments to tax expense (benefit) attributable to:

  Foreign tax differences                            10,160    8,988     7,680

  Tax-exempt investment income                       (1,718)    (358)     (730)

  State income taxes, net of Federal benefit         (2,506)      12       199

  Other                                               7,489     (649)   (4,894)

Income tax expense - continuing operations           25,431    4,981    20,391

Income tax expense - discontinued operations         57,305    8,278    11,753

  Total income tax expense                         $ 82,736 $ 13,259  $ 32,144


The components of total income taxes are as follows:

                                                     Years ended December 31,

(Thousands of dollars)                                2000     1999      1998

Current:

  Federal                                          $(35,613)$  2,976  $(11,570)

  Foreign (including Puerto Rico)                     4,131    5,332    17,126

  State and local                                    (1,334)    (419)     (118)

Deferred:

  Federal                                            57,204   (3,445)   14,300

  Foreign (including Puerto Rico)                        (8)      (6)      110

  State and local                                     1,051      543       543

Income tax expense - continuing operations           25,431    4,981    20,391

Unrealized changes in other comprehensive income         61      (77)      (56)

Income tax expense - discontinued operations         57,305    8,278    11,753

  Total income taxes                               $ 82,797 $ 13,182  $ 32,088


Components of the net deferred income tax liability at the end of
each year are as follows:

                                                                December 31,

(Thousands of dollars)                                         2000      1999

Deferred income tax liabilities:

  Cash basis farming adjustment                             $ 16,224  $ 17,162

  Deferred earnings of foreign subsidiaries                   58,427     1,749

  Depreciation                                                80,296    64,116

  LIFO                                                        32,242     1,570

  Other                                                        3,056     2,553

                                                             190,245    87,150

Deferred income tax assets:

  Reserves/accruals                                           50,056    48,591

  Foreign losses                                               1,791     2,420

  Tax credit carryforwards                                    23,287    10,372

  Net operating loss carryforwards                            23,118     1,000

  Other                                                          442         -

                                                              98,694    62,383

Valuation allowance                                            2,150     2,150

  Net deferred income tax liability                         $ 93,701  $ 26,917


The Company believes its future taxable income will be sufficient
for  full  realization of the deferred tax assets.  The valuation
allowance represents the effect of accumulated losses on  certain
foreign  subsidiaries that will not be recognized without  future
liquidation or sale of these subsidiaries.  At December 31, 2000,
the   Company  had  tax  credit  carryforwards  of  approximately
$23,287,000.   Approximately $11,236,000 of  these  carryforwards
expire  in  varying  amounts  in  2001  through  2020  while  the
remaining  balance  may  be  carried  forward  indefinitely.   At
December  31,  2000, the Company had federal net  operating  loss
carryforwards  of approximately $63,195,000 expiring  in  varying
amounts in 2019 and 2020.

At  December  31,  2000  and 1999, current income  taxes  payable
totaled $10,915,000 and $7,155,000, respectively.

At  December 31, 2000 and 1999, no provision has been made in the
accounts for Federal income taxes which would be payable  if  the
undistributed  earnings  of  certain  foreign  subsidiaries  were
distributed  to the Company since management has determined  that
the   earnings   are  permanently  invested  in   these   foreign
operations.  Should such accumulated earnings be distributed, the
resulting  Federal  income taxes would  amount  to  approximately
$18,000,000.


Note 8

Notes Payable and Long-term Debt

Notes  payable  amounting  to  $80,480,000  and  $221,353,000  at
December   31,   2000  and  1999,  respectively,   consisted   of
obligations  due  banks within one year.  At December  31,  2000,
these   funds  were  outstanding  under  the  Company's  one-year
revolving  credit facilities totaling $141.0 million  and  short-
term uncommitted credit lines from banks totaling $119.5 million,
less  outstanding  letters  of credit commitments  totaling  $4.2
million.    Subsequent  to  year-end,  the   Company's   one-year
revolving  credit facilities totaling $141.0 million maturing  in
the  first  quarter of 2001 were extended for an additional  year
and  short-term uncommitted credit lines totaling $119.5  million
were  reduced to $109.5 million.  Weighted average interest rates
on  the  notes payable were 7.64% and 7.24% at December 31,  2000
and 1999, respectively.

Included  in  notes payable at December 31, 2000  and  1999,  are
$20.0 million payable in Japanese yen (yen), outstanding under  a
$20.0  million uncommitted line of credit.  At December 31,  2000
and  1999,  the Company had foreign exchange contracts  in  place
effectively  fixing  the exchange rate on this  note  payable  at
110.87 and 104.13 yen to one U.S. dollar, respectively.

Notes  payable,  the revolving credit facilities and  uncommitted
credit  lines  from  banks  are  unsecured  and  do  not  require
compensating balances.  Facility fees on these agreements are not
material.

A  summary  of  long-term debt at the end  of  each  year  is  as
follows:
                                                                December 31,

(Thousands of dollars)                                         2000      1999

Private placements

 6.49% senior notes, due 2001 through 2005                  $100,000  $100,000

 7.88% senior notes, due 2003 through 2007                   125,000   125,000

Industrial Development Revenue Bonds (IDRBs), floating rates
 (5.23% - 6.23% at December 31, 2000) due 2018 through 2027   35,600    48,700

Promissory note, 6.87%, due 2001 through 2008                 31,663         -

Revolving credit facility, floating rates
 (7.12% at December 31, 2000) due 2002                        26,667    26,667

Foreign subsidiary obligations,
 (9.00% - 14.50%) due 2001 through 2007                       17,174    15,353

Foreign subsidiary obligation, floating rate
 (5.00% at December 31, 2000) due 2001                         1,258     2,522

Term loan, 3.00%, due 2001                                     5,144     5,415

Capital lease obligations and other                            4,399     5,847

                                                             346,905   329,504

Current maturities of long-term debt                         (34,487)  (11,487)

 Long-term debt, less current maturities                    $312,418  $318,017

Of   the  2000  foreign  subsidiary  obligations,  $5,000,000  is
denominated  in  U.S.  dollars,  $2,469,000  is  denominated   in
Congolese  francs  and the remaining $10,963,000  is  payable  in
Argentine  pesos.   Of  the 1999 foreign subsidiary  obligations,
$5,085,000  was  denominated in U.S. dollars  and  the  remaining
$12,790,000 was payable in Argentine pesos.

At  December  31,  2000,  Argentine  land  and  sugar  production
facilities  and equipment with a depreciated cost of  $17,461,000
secure certain bond issues and foreign subsidiary debt.  Included
in other assets at December 31, 2000 and 1999, are $5,622,000 and
$1,532,000,  respectively, of unexpended bond  proceeds  held  in
trust  that  are  invested in accordance with the  bond  issuance
agreements.

The  terms  of the note agreements pursuant to which  the  senior
notes,  IDRBs,  term  loan and revolving credit  facilities  were
issued  require,  among other terms, the maintenance  of  certain
ratios  and  minimum  net worth, the most  restrictive  of  which
requires  the  ratio of consolidated funded debt to  consolidated
shareholders'  equity,  as defined,  not  to  exceed  .90  to  1;
requires  the maintenance of consolidated tangible net worth,  as
defined,  of not less than $250,000,000; and limits the Company's
ability  to sell assets under certain circumstances.  The Company
is  in compliance with all restrictive debt covenants relating to
these agreements as of December 31, 2000.

At  December  31,  1998, the Company had interest  rate  exchange
agreements in place effectively fixing the interest rate on  $200
million  of variable rate debt to a fixed, weighted-average  rate
of  6.33%.   These  contracts were scheduled to expire  in  2007.
However, during 1999 the Company terminated these agreements  for
proceeds  totaling $5,982,000.  These proceeds were deferred  and
scheduled  to  be  amortized as a reduction of  interest  expense
through  the original expiration dates in 2007, or recognized  as
other  income to the extent of any early repayment of the related
debt.   Upon  completion of the Poultry Division sale in  January
2000,  unamortized  proceeds of $582,000  related  to  agreements
associated  with  debt  of  the  Company's  discontinued  poultry
operations  (see Note 13) were recognized as a component  of  the
gain  on the disposal in the first quarter of 2000.  During 2000,
the  Company repaid approximately $165,774,000 in notes  payable,
industrial  development revenue bonds and  other  debt  primarily
with  proceeds from the Poultry Division sale.  As  a  result  of
these   repayments,  approximately  $3,760,000   in   unamortized
proceeds  from  prior  terminations of interest  rate  agreements
related  to these notes were recognized as miscellaneous  income.
Ownership  of  these  agreements, including any  amortization  of
termination  proceeds,  decreased interest  expense  in  2000  by
$561,000  and  increased interest expense in  1999  and  1998  by
$799,000 and $808,000, respectively.

Annual  maturities of long-term debt at December 31, 2000 are  as
follows: $34,487,000 in 2001, $53,640,000 in 2002, $51,379,000 in
2003,  $51,439,000 in 2004, $51,656,000 in 2005 and  $104,304,000
thereafter.


Note 9

Fair Value of Financial Instruments

The  fair value of the Company's short-term investments is  based
on  quoted  market  prices at the reporting  date  for  these  or
similar  investments.  At December 31, 2000 and  1999,  the  fair
value of the Company's short-term investments was $91,375,000 and
$91,609,000, respectively, with an amortized cost of  $91,294,000
and $91,684,000 at December 31, 2000 and 1999, respectively.

The  fair  value  of  long-term debt is determined  by  comparing
interest  rates  for debt with similar terms and maturities.   At
December 31, 2000 and 1999, the fair value of the Company's long-
term debt was $355,601,000 and $325,275,000, respectively, with a
carrying  value of $346,905,000 and $329,504,000 at December  31,
2000 and 1999, respectively.

Other   financial  instruments  consisting  of  cash   and   cash
equivalents, net receivables, notes payable, and accounts payable
are  carried at cost, which approximates fair value, as a  result
of the short-term nature of the instruments.


Note 10

Employee Benefits

The  Company  maintains a defined benefit pension  plan  for  its
domestic  salaried  and  clerical employees.   The  Company  also
sponsors  non-qualified, unfunded supplemental  executive  plans.
The  plans generally provide for normal retirement at age 65  and
eligibility  for  participation after  one  year's  service  upon
attaining the age of 21.  The Company bases pension contributions
on  funding  standards  established by  the  Employee  Retirement
Income  Security Act of 1974.  Benefits are generally based  upon
the  number of years of service and a percentage of final average
pay.  Plan assets are invested in equity securities, fixed income
bonds and short-term cash equivalents.  The changes in the plans'
benefit obligations and fair value of assets for the years  ended
December 31, 2000 and 1999, and a statement of the funded  status
as of December 31, 2000 and 1999 are as follows:

                                                      December 31,

(Thousands of dollars)                              2000      1999

Reconciliation of benefit obligation:

 Benefit obligation at beginning of year         $ 31,764  $ 30,072

 Service cost                                       1,802     2,419

 Interest cost                                      2,498     2,231

 Actuarial losses (gains)                           2,445    (1,685)

 Benefits paid                                     (1,502)   (1,273)

 Curtailments                                      (1,190)        -

 Benefit obligation at end of year                 35,817    31,764

Reconciliation of fair value of plan assets:

 Fair value of plan assets at beginning of year    27,722    26,213

 Actual return on plan assets                        (177)    2,734

 Employer contributions                             1,346        48

 Benefits paid                                     (1,502)   (1,273)

 Fair value of plan assets at end of year          27,389    27,722

Funded status                                      (8,428)   (4,042)

Unrecognized transition obligation                    619     1,052

Unamortized prior service cost                     (1,077)   (1,966)

Unrecognized net actuarial gains                     (171)   (5,315)

 Accrued benefit cost                            $ (9,057) $(10,271)


Assumptions used in determining pension information were:

                                             Years ended December 31,

                                             2000      1999      1998

Weighted-average assumptions

 Discount rate                               7.75%     8.00%     7.25%

 Expected return on plan assets              8.75%     8.75%     8.75%

 Long-term rate of increase in
  compensation levels                        4.50%     4.50%     4.50%


The net periodic benefit cost of these plans was as follows:

                                             Years ended December 31,

(Thousands of dollars)                       2000      1999      1998

Components of net periodic benefit cost:

 Service cost                              $ 1,802   $ 2,419   $ 2,640

 Interest cost                               2,498     2,231     2,558

 Expected return on plan assets             (2,417)   (2,268)   (2,692)

 Amortization and other                       (136)      (65)      (68)

 Net periodic benefit cost                 $ 1,747   $ 2,317   $ 2,438


As  of  December  31, 2000, the projected benefit obligation  and
accumulated  benefit obligation for unfunded pension  plans  were
$4,793,000  and   $3,821,000, respectively.  As of  December  31,
1999,  the  projected benefit obligation and accumulated  benefit
obligation  for  unfunded  pension  plans  were  $3,583,000   and
$2,685,000,  respectively.  As more fully described in  Note  13,
the Poultry Division was sold in January 2000 and is presented as
a  discontinued operation.  Poultry employees retain benefits  in
the  primary  pension plan summarized above and were  treated  as
terminated  and  fully  vested at the date  of  the  sale.   This
resulted in a $1,614,000 curtailment gain in 2000, excluded  from
the table above and included as a component of the total gain  on
disposal of discontinued operations.

The  Company  has  certain  individual,  non-qualified,  unfunded
supplemental   retirement  agreements   for   certain   executive
employees.   Pension  expense  for  these  plans  was   $933,000,
$658,000 and $514,000 for the years ended December 31, 2000, 1999
and  1998,  respectively.   Included  in  other  liabilities   at
December  31,  2000  and  1999  is   $9,663,000  and  $8,492,000,
respectively,  representing the accrued  benefit  obligation  for
these plans.

The  Company maintains a defined contribution plan covering  most
of  its  domestic salaried and clerical employees.   The  Company
contributes  to  the  plan an amount equal to  100%  of  employee
contributions  up  to  a maximum of 3% of employee  compensation.
Employee  vesting is based upon years of service with 20%  vested
after one year of service and an additional 20% vesting with each
additional  complete year of service.  Contribution  expense  was
$1,241,000,  $1,157,000  and  $1,102,000  for  the  years   ended
December 31, 2000, 1999 and 1998, respectively.


Note 11

Commitments and Contingencies

The  Company leases various ships, facilities and equipment under
noncancelable operating lease agreements.

In addition, the Company is a party to master lease programs with
limited partnerships which own certain of the facilities used  by
the  Company  in  connection  with  its  hog  production.   These
arrangements are accounted for as operating leases.  Under  these
arrangements,  the Company has certain rights to acquire  any  or
all   of  the  leased  properties  at  the  conclusion  of  their
respective lease terms at a price based on estimated fair  market
value of the property.  In the event the Company does not acquire
any  property  which it has ceased to lease, the  Company  has  a
limited obligation to the lessors for any deficiency between  the
amortized cost of the property and the price for which it is sold
up to a specific amount.

Rental  expense  for  operating leases amounted  to  $62,038,000,
$58,253,000 and $57,515,000 in 2000, 1999 and 1998, respectively.
Minimum lease commitments under noncancelable leases with initial
terms greater than one year at December 31, 2000 were $25,835,000
in  2001, $21,119,000 in 2002, $12,580,000 in 2003, $6,396,000 in
2004,  $5,507,000  in  2005 and $13,090,000  thereafter.   It  is
expected that, in the ordinary course of business, leases will be
renewed or replaced.

In  August  2000, the Company announced that its  management  had
discovered  that  assets  of  its  Produce  Division   had   been
overstated  in  prior  periods  due  to  accounting  errors   and
irregularities in the Produce Division's books and records.  As a
result,  management  restated the Company's financial  statements
for each of the prior periods effected and filed a Form 10-K/A on
August  28,  2000.   In  a letter dated December  27,  2000,  the
Securities  and  Exchange Commission (SEC) notified  the  Company
that  it  is conducting a formal investigation of this matter  to
determine  whether there have been any violations of the  federal
securities  laws  and  issued  a  subpoena  to  acquire   certain
documents from the Company.  Management is cooperating  with  the
SEC's requests and believes the outcome of the investigation will
not have any material impact on the Company.

The  Company  owns  certain  partially completed  hog  production
facilities,  having  a  net  carrying  value  of  $12,326,000  at
December  31, 2000.  The Company continues to seek, but  has  not
yet  received, necessary operating and related permits.   If  the
Company  is unable to obtain such permits, the carrying value  of
such property could be impaired.

The  Company  is a defendant in a pending arbitration  proceeding
and  related litigation in Puerto Rico brought by the owner of  a
chartered barge and tug which were damaged by fire after delivery
of the cargo.  Damages of $47.6 million are alleged.  The Company
received  a  ruling in the arbitration proceeding  in  its  favor
which  dismisses  the principal theory of recovery  although  the
ruling  has been appealed.  The Company believes that the  ruling
will  be upheld on appeal and it will have no responsibility  for
the loss.

During  the  first quarter of 2000, the Company resolved  to  the
mutual  satisfaction of all parties litigation brought in federal
court by a third-party hog supplier claiming breach of agreement,
common  law  fraud and violation of the federal RICO statute  and
the  Company's counterclaims in this litigation.  The  resolution
did  not  have  a  material  effect on  the  Company's  financial
position, results of operations or cash flows.

The Company is subject to various other legal proceedings related
to  the  normal  conduct  of its business.   In  the  opinion  of
management,  none of these actions is expected  to  result  in  a
judgment  having a materially adverse effect on the  consolidated
financial statements of the Company.


Note 12

Segment Information

Seaboard Corporation had six reportable segments through December
31,  2000: Pork, Marine, Commodity Trading and Milling, Sugar and
Citrus,  Power,  and  Wine, each offering a specific  product  or
service.   The  Pork  segment sells fresh  and  value-added  pork
products  mainly to further processors and foodservice  companies
both  domestically  and overseas.  The Marine segment,  primarily
based  out  of  the  Port  of Miami, offers  containerized  cargo
shipping  services  throughout Latin America and  the  Caribbean.
The  Commodity Trading and Milling segment sources bulk  and  bag
commodities  primarily overseas and operates  foreign  flour  and
feed  mills.  The Sugar and Citrus segment produces and processes
sugar  and citrus in Argentina primarily to be marketed  locally.
The  Power  segment  generates electric power from  two  floating
generating  facilities  located in the Dominican  Republic.   The
Wine segment, located in Bulgaria, primarily produced wines to be
marketed  throughout Europe.  As discussed in Note 2, in December
2000  the Company exchanged its controlling interest in its  Wine
segment and a cash investment for a non-controlling interest in a
larger  wine  operation  to be accounted  for  using  the  equity
method.   As a result, the Company's segment disclosures  reflect
operating results for the Wine segment through 2000 but no assets
for  the  Wine segment at December 31, 2000.  Revenues  from  all
other  segments  are primarily derived from operations  including
produce farming (certain portions discontinued in 2000, see  Note
2)  and baking (sold in December 1998, see Note 2).  Each of  the
six  main segments is separately managed and each was started  or
acquired independent of the other segments.

The  Company  accounted for its investment in Tabacal  using  the
equity  method  through  December 1998.  Effective  December  31,
1998, the Company obtained voting control over a majority of  the
capital stock of Tabacal.  Accordingly, during 1999 the operating
results   of   Tabacal  are  accounted  for  as  a   consolidated
subsidiary.   No  comparative  1998  segment  operating   results
information is provided as Tabacal's results were reported  under
the equity method in 1998.

The  entire  Argentine  sugar industry is experiencing  financial
difficulties,   with  Tabacal  and  certain   large   competitors
incurring operating losses in part because Argentine sugar prices
are  below  historical  levels.  As  a  result  of  these  recent
operating  losses  for  Tabacal, the Company  has  evaluated  the
recoverability  of Tabacal's long-lived assets and  believes  the
value  of  those  assets  is presently recoverable.   However,  a
further  decline in sugar prices over an extended period of  time
could  result in the carrying values not being recoverable, which
would  result in a material charge to earnings for the impairment
of these assets.

Within  the  Commodity Trading and Milling Division, the  Company
has  evaluated the recoverability of the long-lived assets of its
Zambian  milling  operations due to its recent operating  losses.
Total  long-lived  assets  at December 31,  2000  are  $6,804,000
million.   Currently, the Company believes  the  value  of  those
assets is recoverable.  However, continued operating losses  from
this  business  could  result in the carrying  values  not  being
recoverable, which could result in a material charge to  earnings
for the impairment of these assets.

The  following  tables  set forth specific financial  information
about  each  segment  as  reviewed by the  Company's  management.
Operating  income for segment reporting is prepared on  the  same
basis  as that used for consolidated operating income.  Operating
income  is  used as the measure of evaluating segment performance
because  management  does not consider interest  and  income  tax
expense on a segment basis.


Sales to External Customers:
                                                Years ended December 31,

(Thousands of dollars)                      2000         1999         1998

Pork                                   $   724,708  $   600,117  $   529,483

Marine                                     364,915      307,663      310,903

Commodity Trading and Milling              358,999      259,489      306,406

Sugar and Citrus                            60,061       46,855            -

Power                                       35,846       22,975       26,183

Wine                                         6,825       12,859            -

All other                                   32,342       34,304      121,517

 Segment/Consolidated Totals           $ 1,583,696  $ 1,284,262  $ 1,294,492



Operating Income:
                                                Years ended December 31,

(Thousands of dollars)                      2000         1999         1998

Pork                                   $    63,350  $    37,661  $    (1,122)

Marine                                      14,450       (1,893)      17,379

Commodity Trading and Milling               (3,518)       2,615       10,505

Sugar and Citrus                            (7,587)     (15,909)           -

Power                                        6,007        7,942        8,839

Wine                                        (9,171)      (5,946)           -

All other                                  (11,539)      (4,673)        (395)

 Segment Totals                             51,992       19,797       35,206

Corporate Items                             (3,927)      (7,429)      (5,436)

 Consolidated Totals                   $    48,065  $    12,368  $    29,770



Depreciation and Amortization:
                                                Years ended December 31,

(Thousands of dollars)                      2000         1999         1998

Pork                                   $    21,378  $    20,759  $    20,676

Marine                                      12,181        9,651        8,451

Commodity Trading and Milling                3,266        3,230        2,985

Sugar and Citrus                             7,557        7,102            -

Power                                        2,310        1,547        1,638

Wine                                           934          362            -

All other                                    1,917        2,160        6,125

 Segment Totals                             49,543       44,811       39,875

Corporate Items                                840          771          604

 Consolidated Totals                   $    50,383  $    45,582  $    40,479



Capital Expenditures:
                                                Years ended December 31,

(Thousands of dollars)                      2000         1999         1998

Pork                                   $    26,356  $    22,072  $    16,304

Marine                                      17,097       20,001        5,151

Commodity Trading and Milling                1,895        4,816        1,162

Sugar and Citrus                            14,380       14,998            -

Power                                       52,098          389           79

Wine                                         2,703        3,746            -

All other                                    2,068          715        3,200

 Segment Totals                            116,597       66,737       25,896

Corporate Items                                336          976        1,017

 Consolidated Totals                   $   116,933  $    67,713  $    26,913



Total Assets:
                                               Years ended December 31,

(Thousands of dollars)                             2000        1999

Pork                                           $  510,836  $  401,316

Marine                                            121,895      97,561

Commodity Trading and Milling                     197,751     161,477

Sugar and Citrus                                  186,099     167,972

Power                                              88,514      21,068

Wine                                                    -      29,156

All other                                          27,665      38,931

 Segment Totals                                 1,132,760     917,481

Corporate Items                                   180,088     124,439

Discontinued Poultry Operations                         -     235,871

 Consolidated Totals                           $1,312,848  $1,277,791


Administrative  services  provided by the  corporate  office  are
primarily allocated to the individual segments based on the  size
and  nature  of their operations.  Prior to the third quarter  of
1999,  these  costs were primarily allocated based  on  revenues.
This  change is deemed to provide a more accurate allocation  and
does  not  have  a  material impact on prior  period  comparative
information.   Corporate  assets include short-term  investments,
investments in and advances to foreign affiliates, fixed  assets,
deferred  tax  amounts and other miscellaneous items.   Corporate
operating   losses   represent  certain   operating   costs   not
specifically  allocated  to  individual  segments   and   general
Corporate  overhead  previously  allocated  to  the  discontinued
Poultry operations.

Geographic Information

No  individual foreign country accounts for 10% or more of  sales
to external customers.  The following table provides a geographic
summary  of  the  Company's net sales based on  the  location  of
product delivery:

                                               Years ended December 31,

(Thousands of dollars)                         2000     1999      1998

United States                           $  725,327  $  658,740  $  670,879

Caribbean, Central and South America       434,353     355,376     336,882

Africa                                     260,706     102,022     126,190

Pacific Basin and Far East                 104,919      92,235      79,063

Canada/Mexico                               31,643      41,521      38,598

Eastern Mediterranean                       18,013      13,124      39,436

Europe                                       8,735      21,244       3,444

 Totals                                 $1,583,696  $1,284,262  $1,294,492


The   following  table  provides  a  geographic  summary  of  the
Company's long-lived assets according to their physical  location
and primary port for Company owned vessels:

                                                     December 31,

(Thousands of dollars)                            2000        1999

United States                                 $  410,773  $  331,765

Argentina                                        115,167     111,486

All other                                         85,421      37,164

 Totals                                       $  611,361  $  480,415


At  December  31,  2000 and 1999, the Company  had  approximately
$153,831,000   and   $93,624,000,   respectively,   of    foreign
receivables,  excluding receivables due from foreign  affiliates,
which  represent  more of a collection risk  than  the  Company's
domestic  receivables.  The Company believes  its  allowance  for
doubtful receivables is adequate.


Note 13

Discontinued Operations

On January 3, 2000, the Company completed the sale of its Poultry
Division  to  ConAgra, Inc. for $375 million, consisting  of  the
assumption of approximately $16 million in indebtedness  and  the
remainder  in cash, resulting in a pre-tax gain on  the  sale  of
approximately  $147.3  million  ($90.0  million  after  estimated
taxes),  including  a  final adjustment recorded  in  the  fourth
quarter of 2000.

The  Company's financial statements reflect the Poultry  Division
as a discontinued operation for all periods presented.  Operating
results  of  the  discontinued poultry operations are  summarized
below.  The amounts exclude general corporate overhead previously
allocated to the Poultry Division for segment reporting purposes.
The  amounts  include  interest on debt at the  Poultry  Division
assumed  by  the buyer and an allocation of the interest  on  the
Company's general credit facilities based on a ratio of  the  net
assets of the discontinued operations to the total net assets  of
the Company plus existing debt under the Company's general credit
facilities.   The  results  for  1999  reflect  activity  through
November  1999 (the measurement date); results for  1998  reflect
activity  for  the  entire year.  Net losses incurred  after  the
measurement  date  (for  the  month  of  December  1999)  totaled
$4,180,000 and were deferred as a component of current assets  of
discontinued operations at December 31, 1999.  These losses  were
recognized  in  2000 as a reduction of the gain realized  on  the
sale.
                                             Years ended December 31,

(Thousands of dollars)                            1999        1998

Net sales                                     $  437,695  $  514,503

Operating income                              $   27,023  $   36,414

Earnings from discontinued operations         $   13,634  $   19,511


Assets and liabilities of the discontinued poultry operations are
summarized below:

(Thousands of dollars)                              December 31, 1999

Receivables                                             $  27,367

Inventories                                                70,532

Prepaid expenses and deposits                               1,385

Deferred net loss after measurement date                    4,180

 Current assets of discontinued operations              $ 103,464

Net property, plant and equipment                       $ 132,224

Other assets                                                  183

 Non-current assets of discontinued operations          $ 132,407

Accounts payable                                        $  14,189

Accrued liabilities                                         9,824

 Current liabilities of discontinued operations         $  24,013
Long-term debt                                          $  16,145

Other liabilities                                             679

 Non-current liabilities of discontinued operations     $  16,824



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>7
<FILENAME>ex-21a.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>

                                  EXHIBIT 21


       SUBSIDIARIES                    NAMES UNDER              STATE OR OTHER
          OF THE                    WHICH SUBSIDIARIES           JURISDICTION
        REGISTRANT                     DO BUSINESSOF             INCORPORATION

A & W Interlining Services Corp.  American InterliningCompany    Maryland
                                    Western Coat Pad Company

Agencia Maritima del Istmo, S.A.             Same                Costa Rica

Agencias Generales Conaven, C.A.            Conaven              Venezuela

Almacenadora Conaven, S.A.                   Same                Venezuela

Atlantic Salmon (Maine) Limited
 Liability Company*                          Same                Maine

Boyar Estates S.A.*                          Same                Luxembourg

Cape Fear Railways, Inc.                     Same                North Carolina

Cayman Freight Shipping Services,
 Ltd.*                                       Same                Cayman Islands

Chestnut Hill Farms Honduras,
 S.A. de C.V.                                Same                Honduras

Consorcio Naviero de Occidente, C.A.        Conaven              Venezuela

ContiSea LLC*                                Same                Maine

Cultivos Marinos, S.A. de C.V.               CUMAR               Honduras

Delta Packaging Company Ltd.*                Same                Nigeria

Desarrollo Industrial Bioacuatico,
 S.A.*                                       DIBSA               Ecuador

Ducktrap River Fish Farm, LLC*               Same                Maine

Empacadora Litoral, S.A. de C.V.             Same                Honduras

Globe International Holdings, S.A.*          Same                Nigeria

H&O Shipping Limited                         Same                Liberia

Haiti Agro Processors Holdings, Ltd*         Same                Cayman Islands

Ingenio y Refineria San Martin del
 Tabacal                                    Tabacal              Argentina

Internet Commodity Exchange
 Corporation                                I.C.E.               Kansas

JacintoPort International LP                 Same                Texas

KWABA - Sociedade Industrial e
 Comercial, SARL*                           KWABA                Angola


Les Moulins d'Haiti S.E.M. (LHM)*            Same                Haiti

Lesotho Flour Mills Limited*                 Same                Lesotho

Life Flour Mill Ltd.*                        Same                Nigeria

Minoterie de Matadi, S.A.R.L.*              Midema               Democratic
                                                                 Republic of
                                                                 Congo

Minoterie du Congo, S.A.                    Minoco               Republic of
                                                                 Congo

Mobeira, SARL*                               Same                Mozambique

Molinos Champion, S.A.*                     Mochasa              Ecuador

Molinos del Ecuador, C.A.*                  Molidor              Ecuador

Mount Dora Farms Inc.                        Same                Florida

National Milling Company of Guyana,
 Ltd.                                        Same                Guyana

National Milling Corporation Limited         Same                Zambia

Port of Miami Cold Storage, Inc.             Same                Florida

Representaciones Maritimas y Aereas,
 S.A.                                      Remarsa               Guatemala

Representaciones y Ventas S.A.*           Reyventas              Ecuador

Sea Cargo, S.A.                              Same                Panama

Seaboard de Colombia, S.A.                   Same                Colombia

Seaboard de Honduras, S.A. de C.V.           Same                Honduras

Seaboard del  Peru, S.A.                     Same                Peru

Seaboard Farms, Inc.                         Same                Oklahoma

Seaboard Freight & Shipping Jamaica
 Limited                                     Same                Jamaica

Seaboard Guyana, Ltd.                        Same                Bermuda

Seaboard Holdings Ltd.                       Same                British Virgin
                                                                 Islands

Seaboard Marine Bahamas, Ltd.                Same                Bahamas

Seaboard Marine of Haiti, S.E.               Same                Haiti

Seaboard Marine Ltd.                         Same                Liberia

Seaboard Marine of Florida, Inc.             Same                Florida

Seaboard Overseas Limited                    Same                Bahamas

Seaboard Ship Management Inc.                Same                Florida

Seaboard Shipping Services (PTY) Ltd.        Same                South Africa

Seaboard Trading and Shipping          Seaboard Overseas         Minnesota
 Ltd.                                  and Trading Group

Seaboard Transport Inc.                      Same                Oklahoma

Seaboard West Africa Limited*                Same                Sierra Leone

SEADOM, S.A.*                                Same                Dominican
                                                                 Republic

Top Feeds Limited*                           Same                Nigeria

Transcontinental Capital Corp.
(Bermuda) Ltd.                               Same                Bermuda

Unga Holdings Limited*                       Unga                Kenya

Zenith Investments, Ltd.*                    Same                Nigeria




*Represents a non-controlled, non-consolidated affiliate.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
