<SEC-DOCUMENT>0000088121-01-500008.txt : 20011107
<SEC-HEADER>0000088121-01-500008.hdr.sgml : 20011107
ACCESSION NUMBER:		0000088121-01-500008
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010929
FILED AS OF DATE:		20011102

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-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		1773629

	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:	HATHAWAY BAKERIES INC
		DATE OF NAME CHANGE:	19710315

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SEABOARD ALLIED MILLING CORP
		DATE OF NAME CHANGE:	19820328
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>qtr3rd01.txt
<DESCRIPTION>3RD QTR 2001 10-Q
<TEXT>


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

                               FORM 10-Q


  (Mark One)

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

           For the quarterly period ended September 29, 2001

                                  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

                           Not Applicable
  (Former name, former address and former fiscal year, if changed since
   last report.)

       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   .


       There were 1,487,520 shares of common stock, $1.00 par value
  per share, outstanding on October 26, 2001.

                                   Total pages in filing - 17 pages


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                 SEABOARD CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Balance Sheets
                        (Thousands of dollars)

                                                  (Unaudited)
                                                 September 29,    December 31,
                                                     2001             2000
                                Assets
Current assets:
  Cash and cash equivalents                      $   14,850       $   19,760
  Short-term investments                            141,158           91,375
  Receivables, net                                  226,596          243,643
  Inventories                                       206,512          218,030
  Deferred income taxes                              14,915           14,132
  Prepaid expenses and other                         33,021           23,760
       Total current assets                         637,052          610,700
Investments in and advances to foreign affiliates    56,503           63,302
Net property, plant and equipment                   606,651          611,361
Other assets                                         26,805           27,485
       Total assets                              $1,327,011       $1,312,848

                 Liabilities and Stockholders' Equity
Current liabilities:
  Notes payable to banks                         $   41,592       $   80,480
  Current maturities of long-term debt               60,365           34,487
  Accounts payable                                   57,906           59,181
  Other current liabilities                         157,065          144,254
Total current liabilities                           316,928          318,402
Long-term debt, less current maturities             282,727          312,418
Deferred income taxes                               112,776          107,833
Other liabilities                                    29,863           33,464
       Total non-current and deferred liabilities   425,366          453,715
Minority interest                                        98               46
Stockholders' equity:
  Common stock of $1 par value,
       Authorized 4,000,000 shares
       Issued 1,789,599 shares                        1,790            1,790
  Less 302,079 shares held in treasury                 (302)            (302)
                                                      1,488            1,488
  Additional capital                                 13,214           13,214
  Accumulated other comprehensive loss                 (616)            (106)
  Retained earnings                                 570,533          526,089
       Total stockholders' equity                   584,619          540,685
Total liabilities and stockholders' equity       $1,327,011       $1,312,848

       See notes to condensed consolidated financial statements.


                 SEABOARD CORPORATION AND SUBSIDIARIES
             Condensed Consolidated Statements of Earnings
            (Thousands of dollars except per share amounts)
                              (Unaudited)


                                                    Three Months Ended
                                             September 29,      September 30,
                                                 2001               2000

Net sales                                    $   466,898        $   372,260
Cost of sales and operating expenses             408,420            329,910
  Gross income                                    58,478             42,350
Selling, general and administrative expenses      28,798             31,447
  Operating income                                29,680             10,903
Other income (expense):
  Interest income                                  1,802              2,362
  Interest expense                                (6,011)            (6,995)
  Loss from foreign affiliates                    (1,520)              (884)
  Minority interest                                  (22)               102
  Net gains (losses) on investments              (14,719)             4,296
  Miscellaneous net                               (2,645)              (890)
  Total other income (expense), net              (23,115)            (2,009)
Earnings before income taxes                       6,565              8,894
Income tax expense                                  (139)            (5,230)
Net earnings                                 $     6,426        $     3,664

Earnings per common share                    $      4.32        $      2.46
Dividends declared per common share          $       .25        $       .25
Average number of shares outstanding           1,487,520          1,487,520


          See notes to condensed consolidated financial statements.


                 SEABOARD CORPORATION AND SUBSIDIARIES
             Condensed Consolidated Statements of Earnings
            (Thousands of dollars except per share amounts)
                              (Unaudited)

                                                     Nine Months Ended
                                              September 29,     September 30,
                                                  2001              2000

Net sales                                    $ 1,370,671        $ 1,135,984
Cost of sales and operating expenses           1,193,601          1,004,412
  Gross income                                   177,070            131,572
Selling, general and administrative expenses      89,714             90,406
  Operating income                                87,356             41,166
Other income (expense):
  Interest income                                  6,324              9,880
  Interest expense                               (21,122)           (24,372)
  Loss from foreign affiliates                    (4,566)            (2,266)
  Minority interest                                  (38)               590
  Net gains on investments                         4,531              5,291
  Miscellaneous net                                 (691)             5,243
  Total other income (expense), net              (15,562)            (5,634)
Earnings from continuing operations
 before income taxes                              71,794             35,532
Income tax expense                               (26,234)           (16,525)
Earnings from continuing operations               45,560             19,007
Gain on disposal of discontinued operations,
 net of income taxes of $56,560                        -             91,172
Net earnings                                 $    45,560        $   110,179

Earnings per common share
 from continuing operations                  $     30.63        $     12.77
Earnings per common share
 from discontinued operations                          -              61.29
Earnings per common share                    $     30.63        $     74.06
Dividends declared per common share          $       .75        $       .75
Average number of shares outstanding           1,487,520          1,487,520


          See notes to condensed consolidated financial statements.


                 SEABOARD CORPORATION AND SUBSIDIARIES
            Condensed Consolidated Statements of Cash Flows
                        (Thousands of dollars)
                              (Unaudited)

                                                        Nine Months Ended
                                                  September 29,  September 30,
                                                      2001            2000

Cash flows from operating activities:
  Net earnings                                    $   45,560     $   110,179
  Adjustments to reconcile net earnings to
    cash from operating activities:
       Net gain on disposal of discontinued
       operations                                          -         (91,172)
       Depreciation and amortization                  41,542          36,175
       Loss from foreign affiliates                    4,566           2,266
       Net gains on investments                       (4,531)         (5,291)
       Net gains from sale of fixed assets               (89)         (1,035)
       Gain from recognition of deferred
        swap proceeds                                      -          (3,760)
       Deferred income taxes                           4,241          26,430
  Changes in current assets and liabilities
    (net of businesses acquired and disposed):
       Receivables, net of allowance                  17,047         (12,275)
       Inventories                                    11,518         (23,046)
       Prepaid expenses and other                     (9,261)         (8,663)
       Current liabilities exclusive of debt          11,536         (15,581)
  Other, net                                          (1,480)          2,492
            Net cash from operating activities       120,649          16,719

Cash flows from investing activities:
  Purchase of investments                           (593,768)     (1,136,511)
  Proceeds from the sale or maturity of investments  547,163       1,098,997
  Capital expenditures                               (42,330)        (92,997)
  Proceeds from sale of fixed assets                   2,613           4,203
  Investments in and advances to foreign affiliates    1,439          (7,386)
  Acquisition of businesses                                -         (45,444)
  Proceeds from disposal of discontinued operations,
    net of cash expenditures                               -         356,107
            Net cash from investing activities       (84,883)        176,969

Cash flows from financing activities:
  Notes payable to bank, net                         (38,888)       (152,425)
  Principal payments of long-term debt                (3,813)        (23,706)
  Dividends paid                                      (1,116)         (1,116)
  Bond construction fund                               3,141               -
            Net cash from financing activities       (40,676)       (177,247)
Net change in cash and cash equivalents               (4,910)         16,441
Cash and cash equivalents at beginning of year        19,760          11,039
Cash and cash equivalents at end of quarter       $   14,850     $    27,480

       See notes to condensed consolidated financial statements.



SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements


Note 1 - Accounting Policies and Basis of Presentation

The consolidated financial statements include the accounts of Seaboard
Corporation and its domestic and foreign subsidiaries (the "Company").
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.   The
unaudited  consolidated  financial  statements  should  be   read   in
conjunction with the consolidated financial statements of the  Company
for the year ended December 31, 2000 as filed in its Annual Report  on
Form  10-K. Beginning with the quarter ended September 29,  2001,  the
Company's  first  three  quarterly periods  include  approximately  13
weekly  periods and end on the Saturday closest to the end  of  March,
June,  and  September.   The  Company's fiscal  year-end  will  remain
December  31.  Certain reclassifications have been made to prior  year
amounts to conform to the current year presentation.

The  accompanying unaudited consolidated financial statements  include
all adjustments (consisting only of normal recurring accruals), which,
in the opinion of management, are necessary for a fair presentation of
financial position, results of operations and cash flows.  Results  of
operations  for  interim  periods are not  necessarily  indicative  of
results to be expected for a full year.

Effective  January 1, 2001, the Company adopted Statement of Financial
Accounting  Standards  (SFAS)  No.  133,  "Accounting  for  Derivative
Investments  and  Hedging  Activities," as  amended.   This  statement
requires 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  has  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 does affect current period net earnings.

The  Company,  from time-to-time, holds and issues certain  derivative
instruments  to manage various types of market risks from its  day-to-
day  operations.  These primarily include the following:  i) commodity
futures  and option contracts to manage risks of increasing prices  of
raw  materials  and  firm  sales  commitments,  ii)  foreign  currency
exchange  agreements to manage the foreign currency exchange  risk  on
certain  transactions  denominated in  foreign  currencies,  and  iii)
interest  rate exchange agreements to manage the risk of  fluctuations
in   interest  rates.   While  management  believes  each   of   these
instruments manage various market risks, only certain instruments  are
designated and accounted for as hedges under SFAS 133 as a  result  of
the  extensive  record keeping requirements of the provision.   During
the  first nine months of 2001, the only instruments accounted for  as
hedges under SFAS 133 included certain commodity contracts and foreign
currency exchange agreements within the Commodity Trading and  Milling
Segment.   These were accounted for as fair value hedges and  did  not
have a material impact on net earnings.

Adoption  of this statement resulted in adjustments primarily  to  the
Company's   balance  sheet  as  derivative  instruments  and   related
agreements   and  deferred  amounts  were  recorded  as   assets   and
liabilities  with  corresponding adjustments  to  other  comprehensive
income or earnings.  The adoption resulted in a cumulative-effect-type
adjustment increasing other comprehensive income by $1,353,000, net of
related  income taxes, as deferred proceeds from previously terminated
swap  agreements  were reclassified from liabilities.   During  fiscal
2001,  $200,000  of this adjustment, net of related income  taxes,  is
expected  to be recognized in earnings.  The adoption did not  have  a
material impact on the Company's earnings or cash flows.



Note 2 - Comprehensive Income

Components of total comprehensive income are summarized as follows:

<TABLE>
<CAPTION>
                                      Three Months Ended          Nine Months Ended
                                   September 29, September 30, September 29,  September 30,
(Thousands of dollars)                2001          2000          2001           2000
<S>                                  <C>           <C>           <C>            <C>
Net income                           $  6,426      $  3,664      $ 45,560       $110,179
Other comprehensive income (loss)
 net of applicable taxes:
  Cumulative translation adjustment       (95)          (67)         (421)           (36)
  Unrealized gain (loss) on investments 4,811        (1,819)       (1,291)           200
  Change in deferred gain on swaps        (50)            -         1,202              -
Total comprehensive income           $ 11,092      $  1,778      $ 45,050       $110,343
</TABLE>

The  components of accumulated other comprehensive loss for  the  nine
months ended September 29, 2001 are as follows:

                                         Balance                   Balance
                                       December 31     Period    September 29
(Thousands of dollars)                    2000         Change        2001

Cumulative translation adjustment      $  (155)       $  (421)    $  (576)
Unrealized gain (loss) on investments       49         (1,291)     (1,242)
Deferred gain on swaps                       -          1,202       1,202
Accumulated  other comprehensive loss  $  (106)       $  (510)    $  (616)


Note 3 - Inventories

The  following is a summary of inventories at September 29,  2001  and
December 31, 2000:

                                                    September 29,  December 31,
(Thousands of dollars)                                 2001           2000

At lower of LIFO cost or market:
  Live hogs and related materials                      $125,891     $117,699
  Dressed pork and related materials                      9,788       10,995
                                                        135,679      128,694
  LIFO allowance                                         (5,032)        (326)
     Total inventories at lower of LIFO cost or market  130,647      128,368
At lower of FIFO cost or market:
  Grain, flour and feed                                  32,739       42,534
  Sugar produced and in process                          20,084       24,454
  Crops in production and related materials               3,910        4,978
  Other                                                  19,132       17,696
     Total inventories at lower of FIFO cost or market   75,865       89,662
     Total inventories                                 $206,512     $218,030



Note 4 - Contingencies

In  August  2000, as a result of accounting errors and  irregularities
discovered  in  the  Produce Division's books and records,  management
restated  the  Company's financial statements for each  of  the  prior
periods  affected 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  was  conducting   a   formal
investigation of this matter to determine whether there had  been  any
violations  of  the federal securities laws and issued a  subpoena  to
acquire certain documents from the Company.  In October 2001, the  SEC
concluded  its  investigation and did not  take  action  against  the
Company.

The Company owns certain partially completed hog production facilities
having a net carrying value of $12,326,000 at September 29, 2001.  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 would 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.  The ruling has been upheld on  appeal.
The  arbitration is likely to continue based on other legal  theories,
although the Company believes it will have no responsibility  for  the
loss.

The majority of transactions at the Company's Sugar & Citrus operation
in  Argentina are denominated in Argentine Pesos.  As of September 29,
2001,  the  Company  has  $160,897,000 in net  assets  denominated  in
Argentine Pesos.  Over the past several years, the Argentine Peso  has
been pegged to the U.S. Dollar and accordingly, there has been minimal
exchange  risk.   However, deterioration of  the  economy  and  recent
political elections in Argentina increase the risk that there could be
a   currency  devaluation.   Management  is  closely  monitoring   the
situation  but  is  currently  unable to predict  the  probability  or
magnitude  of any devaluation.  However, a substantial devaluation  of
the  Argentine  Peso  could  have a material  adverse  effect  on  the
financial position of the Company.

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 5 - Segment Information

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.

In December 2000 the Company exchanged its controlling interest in its
Wine segment and a cash investment for a non-controlling interest in a
large wine operation to be accounted for using the equity method.   As
a  result,  the Company's segment disclosures do not reflect operating
results for the Wine segment in 2001.

As a result of continued operating losses through year-end 2000 at the
Company's  Sugar  and  Citrus  segment,  the  Company  evaluated   the
recoverability  of this segment's long-lived assets,  concluding  that
the  value of those assets is presently recoverable.  Operating losses
during 2000 were primarily the result of sugar prices below historical
levels.  Sugar prices have improved during 2001 resulting in operating
income  for  this  segment.  However, should sugar  prices  return  to
levels  resulting  in  operating losses, the  recoverability  of  this
segment's  long-lived assets would again need to  be  evaluated  which
could  result  in a material charge to earnings for the impairment  of
these assets.

Within  the  Commodity  Trading  and  Milling  Division,  the  Company
evaluated  the recoverability of the long-lived assets of its  milling
operations  in  Zambia  at year-end 2000 due to its  recent  operating
losses  and  determined  the  carrying  value  of  those  assets  were
presently   recoverable.   During  2001,  this  operation   has   been
profitable.   However,  should this business  incur  future  operating
losses,  the recoverability of the long-lived assets of this  business
would  again  need to be evaluated which could result  in  a  material
charge  to  earnings for the impairment of these assets.  Total  long-
lived  assets  of  this business totaled $6,731,000 at  September  29,
2001.

Management  is  considering  various strategic  alternatives  for  the
Produce  Division  (included in "All Other"  below)  as  a  result  of
continuing   operating   losses.   Final   conclusion   of   strategic
alternatives  for  this division could result in a determination  that
the  carrying values of certain assets are not recoverable, causing  a
material  charge to earnings for the impairment of such assets  during
the  fourth quarter of 2001.  Total long-lived assets of this division
totaled $7,231,000 at September 29, 2001.


<TABLE>
<CAPTION>
Sales to External Customers:
                                   Three Months Ended           Nine Months Ended
                               September 29, September 30,  September 29, September 30,
(Thousands of dollars)             2001          2000           2001          2000
<S>                            <C>           <C>            <C>           <C>
Pork                           $  193,146    $  176,954     $  586,143    $  548,773
Marine                             97,641        95,651        284,195       260,135
Commodity Trading and Milling     130,302        68,540        367,577       235,068
Sugar and Citrus                   22,988        17,906         60,206        42,457
Power                              16,222         6,141         49,392        19,503
Wine                                    -         1,156              -         4,591
All Other                           6,599         5,912         23,158        25,457
 Segment/Consolidated Totals   $  466,898    $  372,260     $1,370,671    $1,135,984

<CAPTION>
Operating Income
                                   Three Months Ended           Nine Months Ended
                               September 29, September 30,  September 29, September 30,
(Thousands of dollars)             2001          2000           2001          2000
<S>                            <C>           <C>            <C>           <C>
Pork                           $   20,279    $   14,568     $   57,581    $   54,978
Marine                              4,122         3,562         15,154         6,096
Commodity Trading and Milling       1,459        (1,835)         5,935          (959)
Sugar and Citrus                    2,996          (417)         6,174        (4,217)
Power                               3,973           492         11,186         3,480
Wine                                    -        (1,922)             -        (5,321)
All Other                          (2,312)       (2,926)        (5,566)      (10,479)
 Segment Totals                $   30,517    $   11,522     $   90,464    $   43,578
Corporate items                      (837)         (619)        (3,108)       (2,412)
 Segment/Consolidated Totals   $   29,680    $   10,903     $   87,356    $   41,166
</TABLE>


Total Assets
                                    September 29,    December 31,
(Thousands of dollars)                  2001            2000

Pork                                 $  512,203     $  510,836
Marine                                  120,206        121,895
Commodity Trading and Milling           175,211        197,751
Sugar and Citrus                        195,213        186,099
Power                                    93,200         88,514
All Other                                21,899         27,665
 Segment Totals                       1,117,932      1,132,760
Corporate items                         209,079        180,088
 Consolidated Totals                 $1,327,011     $1,312,848

Administrative services provided by the corporate office are primarily
allocated  to the individual segments based on the size and nature  of
their  operations.   Corporate  assets  include  investments,  certain
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.



Note 6 - Gains (Losses) on Investments

The Company had a non-controlling interest in a joint venture in Maine
primarily engaged in the production and processing of salmon and other
seafood  products.   It was previously accounted for  as  a  long-term
investment  under  the  equity method.  On May  2,  2001,  this  joint
venture  completed  a  merger  with  Fjord  Seafood  ASA  (Fjord),  an
integrated salmon producer and processor headquartered in Norway.  The
merger  resulted in the Company exchanging its interest for  5,950,000
shares  of common stock of Fjord.  Based on the fair market  value  of
Fjord stock on May 2, 2001, as quoted on the Oslo Stock Exchange,  the
Company recognized a gain in the second quarter of 2001 of $18,745,000
($11,434,000 after taxes) related to this transaction.  The  Company's
ownership  interest  in  Fjord  is  accounted  for  as  a  non-current
available-for-sale equity security.  After May 2,  2001,  the  trading
price of Fjord's stock had decreased resulting in a comprehensive loss
of $9,977,000 ($6,086,000 net of taxes) as of June 30, 2001.

In  mid-August 2001, Fjord's management announced significantly  lower
operating  results  primarily caused by low market prices  for  salmon
during the past several months resulting in a decline of Fjord's stock
price.    Further dampening the prospects for near term recovery,  the
events  of  September  11, 2001 caused worldwide economic  instability
resulting  in various near term economic uncertainties.  On  September
28,  2001,  Fjord's management announced plans for a NOK  700  million
private  placement  to raise needed capital.  As part  of  this  plan,
Seaboard agreed to invest an additional NOK 100 million (approximately
$11.4  million)  at  NOK 6 per share, subject to  reduction  based  on
exercise  of  preemptive rights by other shareholders of  Fjord.   The
private placement is expected to be completed in mid-November 2001.

Seaboard's management continues to believe in the long-term viability
of this investment as evidenced by the above commitment for additional
capital investment.  However, as a result of the events discussed
above and the amount of the per share price decline, management
determined the decline in value on its total investment in Fjord is
other than temporary.  As a result, a charge to earnings was recorded
in the third quarter of 2001 for $18,635,000 ($11,367,000 after
taxes).  The remaining total carrying value of this investment as of
September 29, 2001 was $5,029,000.

During  the third quarter of 2001, the Company sold shares of a  long-
term investment of a non-controlling interest in a foreign company for
$4,000,000  in  cash.  As a result, the Company recognized  a  pre-tax
gain of $3,724,000 ($2,272,000 after taxes) during the third quarter.



Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations



LIQUIDITY AND CAPITAL RESOURCES

                              September 29,        December 31,
                                   2001                2000
Current ratio                     2.01:1              1.92:1
Working capital                   $320.1              $292.3


Cash from operating activities for the nine months ended September 29,
2001  increased  $103.9 million compared to the same period  one  year
earlier.  The increase in cash flows was primarily related to  changes
in components of working capital and, to a lesser extent, increases in
net  earnings  from continuing operations.  Changes in  components  of
working  capital,  net  of  businesses  acquired  and  disposed,   are
primarily  related  to  the timing of normal transactions  for  voyage
settlements,  trade  payables and receivables.  Within  the  Commodity
Trading & Milling segment, strong sales in the fourth quarter of  2000
and   subsequent  related  collections  resulted  in  a  decrease   in
receivable  balances  from year-end.  In addition,  during  the  first
quarter  of  2001,  the  Company  collected  $7.0  million  in   notes
receivable  related to the 1998 sale of its baking and  flour  milling
operations  in  Puerto  Rico.  These reductions  have  been  partially
offset  by  increased  trade receivables in the Power  and  Sugar  and
Citrus segments as a result of increased sales.

Cash from investing activities for the nine months ended September 29,
2001  decreased  $261.9 million compared to the same period  one  year
earlier.   The decrease is primarily related to proceeds in the  first
quarter  of 2000 from the sale of the discontinued poultry operations,
partially offset by acquisitions and capital expenditures.

The  Company  invested $42.3 million in property, plant and  equipment
for  the  nine months ended September 29, 2001, of which $13.4 million
was expended in the Pork segment, $16.4 million in the Marine segment,
$9.1 million in the Sugar and Citrus segment and $3.4 million in other
businesses of the Company.

The  capital  expenditures  of  $13.4  million  in  the  Pork  segment
primarily   relates  to  the  expansion  of  existing  hog  production
facilities,  completion  of  construction  of  a  new  feed  mill  and
improvements  to  the  pork processing plant.  The  Company  plans  to
invest  $5.1  million  during  the remainder  of  2001  for  continued
expansion  of  hog production facilities and general upgrades  to  the
pork   processing  plant.   In  March  2001,  the  Company  terminated
previously  announced  plans to commence construction  in  2001  of  a
second  processing  plant  at a location  in  northeast  Kansas.   The
Company  continues  to  explore alternatives  to  increase  processing
capacity.

The  Company  invested  $16.4 million in the Marine  segment  for  the
purchase  of  a  previously chartered vessel and for  equipment.   The
Company plans to invest $3.2 million during the remainder of 2001  for
additional equipment.

The  Company  invested $9.1 million in the Sugar  and  Citrus  segment
primarily  for  improvements  to  existing  facilities  and  sugarcane
fields.   During  the  remainder  of  2001,  the  Company  anticipates
spending $2.2 million for additional improvements.

The  Company  has  committed to invest an additional NOK  100  million
(approximately $11.4 million) in a private placement of Fjord  Seafood
ASA  stock  during  the fourth quarter of 2001, subject  to  reduction
based on exercise of preemptive rights by other shareholders of Fjord.
See  Note  6  to  the Condensed Consolidated Financial Statements  for
further discussion.

Cash from financing activities for the nine months ended September 29,
2001  increased  $136.6 million compared to the same period  one  year
earlier.   This  increase is primarily the result of  an  increase  in
repayments  of  notes payable and industrial revenue  bonds  in  2000,
primarily with the proceeds from the Poultry Division sale.

In  the first quarter of 2001, 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  the  short-term
uncommitted credit lines totaling $119.5 million were reduced to $89.5
million.   As  of  September 29, 2001, the Company had  $18.9  million
outstanding  under  one-year  revolving credit  facilities  and  $22.7
million outstanding under short-term uncommitted credit lines.

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

Results  of  operations for the interim periods  are  not  necessarily
indicative of results to be expected for a full year.  Beginning  with
the  quarter  ended  September 29, 2001,  the  Company's  first  three
quarterly periods include approximately 13 weekly periods and  end  on
the  Saturday  closest to the end of March, June, and September.   The
Company's fiscal year-end will remain December 31.  Net sales for  the
three  and  nine months ended September 29, 2001 increased  $94.6  and
$234.7  million, respectively, compared to the same periods  one  year
earlier.   Operating  income  for the  three  and  nine  months  ended
September  29,  2001 increased $18.8 and $46.2 million,  respectively,
compared to the same periods one year earlier.


Pork Segment
                          Three Months Ended           Nine Months Ended
                      September 29,  September 30, September 29, September 30,
(Dollars in millions)     2001           2000          2001          2000

Net sales               $ 193.1          177.0       $ 586.1         548.8
Operating income        $  20.3           14.6       $  57.6          55.0

Net  sales  for  the Pork segment increased $16.1 and  $37.3  million,
respectively, for the three and nine months ended September  29,  2001
compared to the same periods in 2000.  These increases are primarily a
result  of  higher pork prices.  Management believes pork prices  have
increased primarily as a result of the favorable relationship of  pork
supplies and pork demand.

Operating income for the Pork segment increased $5.7 and $2.6 million,
respectively, for the three and nine months ended September  29,  2001
compared to the same periods in 2000.  These increases are primarily a
result  of  higher sales prices as discussed above, and  an  increased
proportion  of  processing  consisting of lower  cost,  Company-raised
hogs. These increases were partially offset by increased costs of both
Company-raised  and  third  party  hogs.   Company-raised   hog   cost
increases  reflect  higher  costs of  feed,  maintenance  and  energy.
During the nine-month period, the colder winter conditions during  the
first quarter of 2001 increased feed and energy consumption while  the
related  prices  for feed and energy also increased  for  the  growing
period  of  the  hogs  processed during 2001.   These  cost  increases
contributed to a $4.7 million charge to earnings related to  the  LIFO
inventory  allowance  in  the  first  nine  months  of  2001.    While
Management  is  unable to predict future market prices,  it  currently
believes  overall market conditions during the remainder of 2001  will
continue  to  be  profitable, although results are anticipated  to  be
somewhat  lower  than the average results achieved  during  the  first
three quarters.


Marine Segment
                          Three Months Ended           Nine Months Ended
                      September 29,  September 30, September 29, September 30,
(Dollars in millions)     2001           2000          2001          2000

Net sales               $  97.6           95.7       $ 284.2         260.1
Operating income        $   4.1            3.6       $  15.2           6.1

Net  sales  for  the Marine segment increased $1.9 and $24.1  million,
respectively, for the three and nine months ended September  29,  2001
compared  to  the same periods in 2000.  The increase for the  quarter
resulted  from  an  increase in volumes to certain  markets  partially
offset   by  lower  average  cargo  rates.   The  year-to-date  period
benefited from increased volumes, slightly higher average cargo  rates
and  new  services offered as a result of the acquisition of  a  cargo
terminal  facility at the Port of Houston in 2000.  Although  economic
uncertainties  still exist in certain South American markets,  volumes
in  these  markets  improved during 2001 compared to  2000,  partially
offset by a decline in the Caribbean Basin.

Operating  income  for  the Marine segment  increased  $0.5  and  $9.1
million,  respectively, for the three and nine months ended  September
29,  2001 compared to the same periods in 2000, primarily as a  result
of  improved South American markets discussed above.  While management
expects  that  current market conditions will continue throughout  the
remainder of 2001, results are anticipated to be lower than the fourth
quarter of 2000.


Commodity Trading and Milling Segment

                          Three Months Ended           Nine Months Ended
                      September 29,  September 30, September 29, September 30,
(Dollars in millions)     2001           2000          2001          2000

Net sales               $ 130.3           68.5       $ 367.6         235.1
Operating income (loss) $   1.5           (1.8)      $   5.9          (1.0)

Net  sales  for  the  Commodity Trading and Milling segment  increased
$61.8 million and $132.5 million, respectively, for the three and nine
months ended September 29, 2001 compared to the same periods in  2000.
The  increases are primarily a result of increased trading volumes  of
wheat, corn and soybean meal to third parties and, to a lesser extent,
wheat to foreign affiliates.

Operating  income  for this segment increased $3.3 and  $6.9  million,
respectively, for the three and nine months ended September  29,  2001
compared  to the same periods in 2000.  The increases are primarily  a
result   of  improvements  in  operating  certain  mills  in   foreign
countries,  including  profitable  operations  in  Zambia,  profitable
operations  of a new mill acquired during the third quarter  of  2000,
and, to a lesser extent, increased commodity sales as discussed above.
The current profitability of operations in Zambia reduces the risk  of
impairment of related long-lived assets as discussed in Note 5 to  the
Condensed  Consolidated Financial Statements.  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.


Sugar and Citrus Segment
                          Three Months Ended           Nine Months Ended
                      September 29,  September 30, September 29, September 30,
(Dollars in millions)     2001           2000          2001          2000

Net sales               $  23.0           17.9       $  60.2          42.5
Operating income (loss) $   3.0           (0.4)      $   6.2          (4.2)

Net  sales for the Sugar and Citrus segment increased $5.1 million and
$17.7  million,  respectively, for the three  and  nine  months  ended
September  29,  2001  compared  to the  same  periods  in  2000.   The
increases are primarily a result of higher sales volumes and  improved
sugar  prices.  Sales volumes increased primarily as a  result  of  an
increase in the resale of sugar purchased from third parties.

Operating  income  for this segment increased $3.4 million  and  $10.4
million  for  the  three  and nine months  ended  September  29,  2001
compared  to  the  same  period in 2000,  primarily  as  a  result  of
increased  sales  volumes,  higher  sugar  prices  and  increases   in
production  efficiencies.  The current profitability of  this  segment
reduces  the  risk  of  impairment of  related  long-lived  assets  as
discussed   in   Note  5  to  the  Condensed  Consolidated   Financial
Statements.   While management is unable to predict  sugar  prices  or
operating  results,  it  currently  anticipates  that  overall  market
conditions  for  the remainder of 2001 will continue to  be  favorable
unless  the  current  economic situation in  Argentina  causes  market
disruptions,  including  the potential of a  currency  devaluation  as
discussed   in   Note  4  to  the  Condensed  Consolidated   Financial
Statements.


Power Segment
                          Three Months Ended           Nine Months Ended
                      September 29,  September 30, September 29, September 30,
(Dollars in millions)     2001           2000          2001          2000

Net sales               $  16.2            6.1       $  49.4          19.5
Operating income        $   4.0            0.5       $  11.2           3.5

Net  sales  for  the Power segment increased $10.1 million  and  $29.9
million  for  the  three  and nine months  ended  September  29,  2001
compared to the same periods in 2000.  Operating income increased $3.5
million and $7.7 million for the three and nine months ended September
29,  2001  compared to the same periods in 2000.  These increases  are
primarily  the  result  of a new power barge beginning  operations  in
October 2000.

Through September 29, 2001, all sales of the power segment were to the
state-owned electric company of the Dominican Republic.  Subsequent to
September  29, 2001, the Company commenced selling power  directly  to
power  distribution  companies at spot  market  prices.   The  Company
currently believes the rate to be achieved for spot market sales  will
be  higher  than the previous contracted rates.  Improved results  are
expected  to continue throughout the remainder of 2001 reflecting  the
new barge and higher sales prices.


All Other
                          Three Months Ended           Nine Months Ended
                      September 29,  September 30, September 29, September 30,
(Dollars in millions)     2001           2000          2001          2000

Net sales              $   6.6             5.9       $  23.2          25.5
Operating loss         $  (2.3)           (2.9)      $  (5.6)        (10.5)

Sales for the quarter ended September 29, 2001 increased slightly  for
all  other businesses but decreased for the nine months ended compared
to  the  same  periods  in  2000.  Operating  losses  from  all  other
businesses improved for the three and nine months ended September  29,
2001,  compared  to  the same periods in 2000.   The  improvements  in
operating losses are primarily the result of the Company discontinuing
the  business  of  marketing fruits and vegetables by selling  certain
assets  of  its  Produce Division during the third  quarter  of  2000.
Management is currently considering various strategic alternatives for
the remainder of the division, which could result in a material charge
to  earnings during the fourth quarter as discussed in Note 5  to  the
Condensed Consolidated Financial Statements.


Selling, General and Administrative Expenses

Selling,  general  and administrative (SG&A) expenses  decreased  $2.6
million and $0.7 million, respectively, for the three and nine  months
ended  September 29, 2001 compared to the same periods in  2000.   The
decrease  is  primarily  a  result of discontinuing  the  business  of
marketing  fruits and vegetables by the Produce Division in the  prior
year  as  discussed above, and changing to the equity method  for  the
Wine  business during the second quarter of 2001 (discussed in Note  5
to  the Condensed Consolidated Financial Statements), partially offset
by increases discussed below.  The increases reflect increased service
and  support  functions related to expanded operations in  the  Power,
Sugar  and Citrus, Commodity Trading and Milling, and Marine Segments.
As  a  percentage of revenues, SG&A decreased to 6.2%  for  the  third
quarter of 2001 from 8.5% for the third quarter of 2000.  For the nine
months  ended September 29, 2001 SG&A decreased to 6.6% from 8.0%  for
the same period in 2000 primarily as a result of increased revenue  in
these same segments.


Interest Income

Interest income decreased $0.6 and $3.6 million, respectively, for the
three  and nine months ended September 29, 2001 compared to  the  same
periods  in  2000.   The  decreases primarily reflect  a  decrease  in
average  funds  invested  and a decrease in interest  rates.   Average
funds  invested  were higher during 2000 primarily from  the  proceeds
from the sale of the Poultry Division in January 2000.


Interest Expense

Interest  expense  decreased $1.0 and $3.3 million, respectively,  for
the  three  and nine months ended September 29, 2001 compared  to  the
same  periods  in 2000.  The decreases are primarily  a  result  of  a
decrease  in  short-term  borrowings for  the  three  and  nine  month
periods,   partially  offset  by  an  increase  in  average  long-term
borrowings for the nine month period.  Short-term borrowings decreased
primarily  as a result of repaying short-term borrowings in the  first
quarter  of  2000,  primarily with proceeds from the Poultry  Division
sale, while average long-term borrowings increased as a result of debt
assumed with certain acquisitions in 2000.


Loss from Foreign Affiliates

Losses  from  foreign  affiliates increased  $0.6  and  $2.3  million,
respectively, for the three and nine months ended September  29,  2001
compared  to the same periods in 2000.  These increases were primarily
due  to  the  Company  beginning to report operating  results  of  the
Company's  wine  investment using the equity  method  during  2001  as
discussed in Note 5 to the Condensed Consolidated Financial Statements
and,  to  a  lesser  extent, from lower earnings  at  certain  milling
operations  in  Africa.  As the Company reports  the  wine  investment
results  on  a three-month lag, operating results for only six  months
are  included in 2001.  The Company anticipates increased losses  from
foreign affiliates for the remainder of 2001 compared to 2000.


Net Gains (Losses) on Investments

Net  gains  (losses) on investments decreased $19.0 and  $0.8  million
during the three and nine months ended September 29, 2001 compared  to
the  same  periods in 2000.  During the second quarter  of  2001,  the
Company  exchanged  its investment in a joint venture  for  shares  of
common stock in Fjord Seafood ASA (Fjord) resulting in a gain of $18.7
million  ($11.4  million  after taxes).   Primarily  as  a  result  of
significantly  lower  operating results and the  need  for  additional
capital,  the  share  price of Fjord subsequently suffered  a  decline
determined  to  be  other than temporary.  As a  result,  the  Company
recorded a $18.6 million loss ($11.4 million after taxes) in the third
quarter  of 2001.  Also during the third quarter of 2001, the  Company
sold  its  shares  of  a  long-term investment in  a  foreign  company
recognizing  a gain of $3.7 million ($2.3 million after  taxes).   See
Note  6 to the Condensed Consolidated Financial Statements for further
discussion.  During the third quarter of 2000, the Company  recognized
a  $3.2 million gain on sale of certain marketable securities held for
sale.


Miscellaneous, Net

Miscellaneous, net decreased $1.8 and $5.9 million for the  three  and
nine  months ended September 29, 2001 compared to the same periods  in
2000.  During the third quarter of 2001, the Company recognized a loss
of  $2.9  million  due  to  the impact of falling  interest  rates  on
interest rate swap agreements.  The decrease for the nine months  also
reflects  a  $3.8  million gain during 2000 from  the  recognition  of
unamortized   proceeds  from  prior  terminations  of  interest   rate
agreements associated with debt repaid during 2000.


Gain on Disposal of Discontinued Operations

The  Company completed the sale of its Poultry Division on January  3,
2000,  recognizing  an  after-tax gain  on  disposal  of  discontinued
operations of $91.2 million during 2000, subsequently adjusted in  the
fourth quarter of 2000 to $90.0 million.


Income Tax Expense

Income  tax expense decreased $5.1 for the quarter and increased  $9.7
million for the nine month period compared to the same periods in 2000
reflecting  changes  in  taxable income.  In addition,  the  Company's
effective tax rate decreased reflecting higher nontaxable income  from
certain of its foreign entities.


Other Financial Information

The Financial Accounting Standards Board recently issued Statement  of
Financial   Accounting  Standard  No.  143,  "Accounting   for   Asset
Retirement  Obligations", effective for fiscal years  beginning  after
June  15,  2002.  This statement will require the Company to record  a
long-lived asset and related liability for the estimated future  costs
of   retiring   certain  assets.   The  estimated   asset   retirement
obligation, discounted to reflect present value, will grow to  reflect
accretion  of  the  interest component.  The related retirement  asset
will  be amortized over the economic life of the related asset.   Upon
adoption  of  this  statement, a cumulative  effect  of  a  change  in
accounting  principle  will  be  recorded  at  the  beginning  of  the
effective year to recognize the deferred asset and related accumulated
amortization  to  date, and the estimated discounted asset  retirement
liability  together with cumulative accretion since the  inception  of
the liability.

The  Company  will incur asset retirement obligation costs  associated
with  the  closure of its hog lagoons.  Accordingly,  the  Company  is
performing detailed assessments and obtaining the appraisals  required
to  estimate  the future retirement costs.  Because those  evaluations
are  not  yet  complete,  the Company cannot  currently  estimate  the
cumulative  effect of this change in accounting principle.  Currently,
the Company plans to adopt this statement during the first quarter  of
fiscal 2003.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

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 certain  risks
of  increasing  prices  of raw materials and firm  sales  commitments.
From  time  to time, 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 certain of these risks through the use of foreign
currency  forward  exchange  agreements.  The  Company's  market  risk
exposure  related  to  these items has not  changed  materially  since
December  31, 2000 except with respect to transactions denominated  in
Argentine  Pesos (as discussed in Note 4 to the Condensed Consolidated
Financial Statements) and four, ten-year interest rate swap agreements
pursuant  to which the Company will pay a weighted average fixed  rate
of  5.64%  and receive a variable rate based upon a three-month  LIBOR
rate on a total notional amount of $125,000,000.



PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits - None

(b)  Reports on Form 8-K

     Seaboard Corporation has not filed any reports on Form 8-K during
     the quarter ended September 29, 2001.

This  Form 10-Q contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, which 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-Q 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  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, foreign milling operations and produce division on the
consolidated  financial  statements of the  Company,  or  (vii)  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-Q under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" identifies important
factors that could cause such differences.




                              SIGNATURES


Pursuant  to the requirements of the Securities Exchange Act of  1934,
the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                           DATE:  November 2, 2001

                           Seaboard Corporation


                           by:  /s/ Robert L. Steer
                               Robert L. Steer, Senior Vice President,
                               Treasurer and Chief Financial Officer



                           by:  /s/ John A. Virgo
                               John A. Virgo, Corporate Controller


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
