<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>proxy01a.txt
<DESCRIPTION>THE 2001 PROXY STATEMENT
<TEXT>


                      SEABOARD CORPORATION

                      9000 West 67th Street
                  Shawnee Mission, Kansas 66202


            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         APRIL 23, 2001




   Notice  is  hereby  given  that the  2001  Annual  Meeting  of
Stockholders  of  Seaboard Corporation, a  Delaware  corporation,
will be held at the Sheraton Newton Hotel, 320 Washington Street,
Newton, Massachusetts, on Monday, the 23rd day of April, 2001, at
10 o'clock in the forenoon for the following purposes:

   1. To elect five Directors of the Company.

   2. To  consider and act upon the selection of KPMG LLP  as
      independent auditors of the Company.

   3. To  transact any other business which may properly come
      before the meeting, or any adjournment thereof.

   The  close  of  business on Friday, March 2,  2001,  has  been
fixed  as  the  record  date  for determination  of  stockholders
entitled  to notice of, and to vote at, the Annual Meeting.   The
books for the transfer of stock will not be closed.

   If  you  do not expect to be present personally at the  Annual
Meeting, please sign, date and return the enclosed proxy  in  the
enclosed addressed envelope.


                              By    order   of   the   Board   of
                              Directors,



                              MARSHALL L. TUTUN, Secretary

March 9, 2001


                      SEABOARD CORPORATION
                      9000 West 67th Street
                 Shawnee Mission, Kansas  66202

                         PROXY STATEMENT
                 ANNUAL MEETING OF STOCKHOLDERS
                         APRIL 23, 2001

                                                    March 9, 2001

  This  Proxy  Statement  is furnished  in  connection  with  the
solicitation  of  proxies to be used at  the  Annual  Meeting  of
Stockholders of Seaboard Corporation (the "Company") to  be  held
on  April  23,  2001,  and at any adjournment  thereof,  for  the
purposes set forth in the foregoing Notice of Annual Meeting.
  The  close of business on Friday, March 2, 2001, has been fixed
as the record date for the determination of stockholders entitled
to  notice  of, and to vote at, the Annual Meeting,  and  at  any
adjournment thereof.
  This Proxy Statement is first being sent to stockholders on  or
about  March 22, 2001.  The consolidated financial statements  of
the Company for the fiscal year ended December 31, 2000, together
with  corresponding  consolidated financial  statements  for  the
fiscal  year ended December 31, 1999, are contained in the Annual
Report which is mailed to stockholders herewith.
  Proxies  in  the form enclosed are solicited by  the  Board  of
Directors of the Company.  Any stockholder giving a proxy in  the
enclosed form has the power to revoke it at any time before it is
exercised.  A stockholder's right to revoke his or her  proxy  is
not  limited  by,  or subject to, compliance with  any  specified
formal  procedure.   He or she may revoke his  or  her  proxy  by
delivering a written revocation or a duly executed proxy  bearing
a  later  date, or by attending the meeting and voting in person.
A  proxy  in  such form, if received in time for voting  and  not
revoked,  will be voted at the Annual Meeting in accordance  with
the  direction  of  the stockholder.  Where a choice  is  not  so
specified,  the  shares represented by the proxy  will  be  voted
"for" the election of the nominees for Director listed herein and
"for"  ratification of the selection of KPMG LLP  as  independent
auditors of the Company.  The Board of Directors does not know of
any  matters which will be brought before the meeting other  than
those  specifically  set forth in the Notice of  Annual  Meeting.
However,  if any other matter properly comes before the  meeting,
it  is  intended that the persons named in the enclosed  form  of
proxy, or their substitutes acting thereunder, will vote on  such
matter in accordance with their best judgment.
  Votes  cast at the Annual Meeting will be tabulated by  persons
duly  appointed to act as inspectors of election for  the  Annual
Meeting.    The   inspectors  of  election  will   treat   shares
represented by a properly signed and returned proxy as present at
the  Annual Meeting for purposes of determining a quorum, without
regard  to  whether  the proxy is marked as  casting  a  vote  or
abstaining.   Likewise,  the inspectors of  election  will  treat
shares of stock represented by "broker non-votes" as present  for
purposes  of determining a quorum.  Broker non-votes are  proxies
with  respect  to  shares  held in  record  name  by  brokers  or
nominees,  as  to which (i) instructions have not  been  received
from the beneficial owners or persons entitled to vote, (ii)  the
broker or nominee does not have discretionary voting power  under
applicable  national securities exchange rules or the  instrument
under  which  it  serves in such capacity, and (iii)  the  record
holder has indicated on the proxy card or otherwise notified  the
Company  that it does not have authority to vote such  shares  on
that matter.
  A  favorable  plurality  of votes cast is  necessary  to  elect
members  of the Board of Directors.  Accordingly, abstentions  or
broker  non-votes as to the election of Directors will not affect
the election of the candidates receiving the plurality of votes.
  The   remaining   proposals  set  forth  herein   require   the
affirmative  vote of the majority of the shares present.   Shares
represented by broker non-votes as to such matters are treated as
not  being  present  for  the purposes  of  such  matters,  while
abstentions  as to such matters are treated as being present  but
not voting in the affirmative.  Accordingly, the effect of broker
non-votes is only to reduce the number of shares considered to be
present  for the consideration of such matters, while abstentions
will have the same effect as votes against the matter.
  The  Company  will  bear all expenses in  connection  with  the
solicitation  of  proxies, including preparing,  assembling,  and
mailing of the Proxy Statement.
  The  Company had 1,487,519.75 shares of Common Stock, $1.00 par
value,  outstanding and entitled to vote as of March 2, 2001.   A
majority, or 743,760 of such shares, constitutes a quorum for the
Annual Meeting.

                     PRINCIPAL STOCKHOLDERS

  The  following  table sets forth the number of  shares  of  the
Company's Common Stock beneficially owned by stockholders  owning
more  than  five percent of such Common Stock as of  January  31,
2001.   Unless  otherwise  indicated,  all  beneficial  ownership
consists of sole voting and sole investment power.

   Name and Address                                       Percent
   of Beneficial Owner               Amount of Stock      of Class

   Seaboard Flour Corporation(1)       1,120,511.75         75.3
   822 Boylston Street
   Suite 301
   Chestnut Hill, MA 02467

   Dimensional Fund Advisors Inc.(2)     106,710.00          7.2
   1299 Ocean Avenue
   11th Floor
   Santa Monica, CA 90401

(1)Mr. H. Harry Bresky, President and Chief Executive Officer
   of  the  Company,  and  other  members  of  the  Bresky  family,
   including  trusts  created  for their benefit,  have  beneficial
   ownership  of  215,103.83 shares, or 94.9%, of the Common  Stock
   of  Seaboard Flour Corporation.  Such family members in addition
   have  beneficial ownership of a total of 34,515 shares, or 2.3%,
   of  the  Company's  Common Stock which is not  included  in  the
   amount  owned  by Seaboard Flour Corporation.  Because  of  such
   ownership of Common Stock of Seaboard Flour Corporation  by  the
   Bresky  family,  Mr.  H.  Harry Bresky may  be  deemed  to  have
   indirect  beneficial  ownership  of  the  Common  Stock  of  the
   Company held by Seaboard Flour Corporation.

(2)Beneficial  ownership by Dimensional  Fund  Advisors  Inc.
   ("Dimensional") is based on a Schedule 13G that was  filed  with
   the  Securities  and Exchange Commission on  February  2,  2001.
   According  to the Schedule 13G, Dimensional furnishes investment
   advice  to  four investment companies and serves  as  investment
   manger  to  certain other trusts and accounts  which  own  these
   securities.   Dimensional  disclaims  beneficial  ownership   of
   these securities.


                 ITEM 1:  ELECTION OF DIRECTORS

  In  February 2001, the Board of Directors increased the  number
of  Directors from four to five and elected Mr. Douglas W.  Baena
as  the  fifth  Board Member.  Mr. Baena was also  elected  as  a
Member of the Audit Committee to fill the vacancy created by  the
resignation  of Mr. Joe E. Rodrigues from the committee.   Unless
otherwise  specified,  proxies will be  voted  in  favor  of  the
election as Directors of the following five persons for a term of
one  year  and until their successors are elected and  qualified.
All  nominees  are currently Directors. Mr. H. Harry  Bresky  has
served  as  a Director continuously since 1959, and was reelected
by  the  stockholders at the last annual meeting.  Mr.  H.  Harry
Bresky  is  the  father  of Mr. Steven J.  Bresky.   Mr.  Joe  E.
Rodrigues  has served as a Director since 1990 and was  reelected
by  the  stockholders at the last annual meeting.  Mr. Thomas  J.
Shields has served as a Director since 1992 and was reelected  by
the  stockholders  at  the last annual  meeting.   Mr.  David  A.
Adamsen  has  served as Director since 1995 and was reelected  by
the  stockholders  at  the last annual meeting.   Mr.  Baena  was
elected  to the Board of Directors in February 2001 as  described
above.   There are no arrangements or understandings between  any
nominee  and any other person pursuant to which such nominee  was
nominated.    As   of  January  31,  2001,  the   five   nominees
beneficially  owned  securities of the  Company  in  the  amounts
shown:

                                                             Amount of Stock(1)
                                                             Common    Percent
  Name            Principal Occupations and Positions        Stock     of Class

H.Harry Bresky    Director, Chairman of the Board,           5,611(2)    0.377
   Age 75         President and Chief Executive
                  Officer, Seaboard Corporation; President,
                  Treasurer and Director, Seaboard Flour
                  Corporation.

Joe E. Rodrigues  Director (since 1990); Former Executive      200       0.013
   Age 64         Vice President and Treasurer
                  (retired  February  2001), Seaboard
                  Corporation.

Thomas J. Shields Director and Chairman of Audit Committee      39       0.003
   Age 53         (since 1992), Seaboard Corporation;
                  President (since  1991),  Shields  &
                  Company, Inc., investment banking firm;
                  Director (since 1999), Clean Harbors
                  Environmental Services, Inc., environmental
                  services company; Director (since 1997),
                  B.J.'s Wholesale Club,  Inc., warehouse
                  merchandising company; Director (since 1996),
                  Versar, Inc., environmental consulting
                  company.

David A. Adamsen  Director and Member of Audit Committee        20       0.001
   Age 49         (since 1995), Seaboard Corporation;
                  Vice President - Sales and Marketing,
                  Northeast Region (since  1999),
                  Vice President of  Special  Projects
                  (1998 to 1999), Dean Foods  Company,
                  dairy specialty-food  processor  and
                  distributor; President and  General
                  Manager (1986 to 1998), Penny  Curtiss
                  Baking Co., bakery processing  plant;
                  Vice President  -  Manufacturing
                  (1994 to 1998), The Penn   Traffic  Co.,
                  retail  and  wholesale food distribution
                  company.(3)

Douglas W. Baena  Director and Member of Audit Committee         0           0
   Age 58         (since February 2001), Seaboard Corporation;
                  Chief Executive Officer (since 1999),
                  Ameristar Capital Corporation, financial
                  services company; Chief Executive Officer
                  (1997-1999), CreditAmerica Inc., venture
                  capital company; Chief Executive Officer
                  (1994-1997), Mako Marine International,
                  manufacturing company.

Beneficial ownership of all Directors and executive officers
as a group (10 individuals).                                 8,658(4)    0.582


(1)The  number of shares shown in this table does not include
   indirect  beneficial ownership of Common Stock  of  the  Company
   attributable  to  Mr.  H. Harry Bresky's ownership  of  Seaboard
   Flour  Corporation  stock  as more  fully  described  under  the
   Principal  Stockholders section herein.   101,785.25  shares  of
   Seaboard Flour Corporation stock are held in various Trusts  for
   the   benefit  of  Mr.  Bresky's  issue.   Except  for   certain
   annuities to be received from certain of the Trusts, Mr.  Bresky
   disclaims any beneficial ownership of these shares.
(2)These shares exclude 5,285 shares (0.4% of the class) held
   by  Mr. H. Harry Bresky's wife, and annuities to be received  by
   her from certain of the trusts referred to in (1) above, as  to
   which Mr. Bresky disclaims any beneficial interest.
(3)On  March 1, 1999, The Penn Traffic Co. announced that  it
   had  filed in the Bankruptcy Court for the District of  Delaware
   a petition  for  relief under Chapter 11 of the  United  States
   Bankruptcy Code.
(4)In  addition to the ownership of shares by the individuals
   shown in this table, these shares include 2,538 shares (0.2%  of
   class)  owned by Mr. Steven J. Bresky and 250 shares  (0.02%  of
   class)  owned  by  Mr.  Robert L.  Steer.   No  other  executive
   officer   named   in  the  Executive  Compensation   and   Other
   Information section herein owns any shares.

  In  case  any  person or persons named herein for  election  as
Directors  are not available for election at the Annual  Meeting,
proxies  may  be voted for a substitute nominee or  nominees,  as
well as for the balance of those named herein. Management has  no
reason  to  believe that any of the nominees for the election  as
Director will be unavailable.


        COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

  The  Board of Directors held 16 meetings in fiscal 2000, 11  of
which  were telephonic meetings.  Other actions of the  Board  of
Directors were taken by unanimous written consent as needed.  The
Audit Committee held five meetings in fiscal 2000, three of which
were  telephonic meetings.  Each Director attended more than  75%
of  the aggregate of the total number of meetings of the Board of
Directors and the total number of meetings held by all committees
of  the  Board on which he served.  The Company has no nominating
or compensation committee.

  Each  non-employee Director receives $7,500  quarterly  and  an
additional $2,000 per meeting of the Audit Committee of the Board
(excluding telephonic meetings).


                     AUDIT COMMITTEE REPORT

  The  Audit  Committee  of the Company  is  comprised  of  three
independent directors, as defined by the American Stock Exchange,
and  operates  under a written charter adopted by  the  Board  of
Directors (Exhibit A).

  The  Audit  Committee  has reviewed and discussed  the  audited
financial  statements for fiscal year 2000  with  management  and
with  the independent auditors, including matters required to  be
discussed   by   Statement   on  Auditing   Standards   No.   61,
"Communication with Audit Committees," as amended.

  The  Audit  Committee  has reviewed the  independent  auditors'
fees for audit and non-audit services for fiscal year 2000.   The
Audit  Committee considered whether such non-audit  services  are
compatible  with  maintaining independent  auditor  independence.
Such   fees  were  $712,418  for  audit,  $34,170  for  financial
information  design  and implementation,  and  $879,235  for  all
other.

  The  Audit  Committee has received the written disclosures  and
the letter from the independent auditors required by Independence
Standards  Board  Standard No. 1, "Independence Discussions  with
Audit  Committees,"  as  amended, and  have  discussed  with  the
independent auditors their independence.

  Based  on  its  review of the audited financial statements  and
the   various  discussions  noted  above,  the  Audit   Committee
recommended to the Board of Directors that the audited  financial
statements be included in the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 2000.

  The foregoing has been furnished by the Audit Committee:

                         Thomas J. Shields (chair)
                         David A. Adamsen
                         Douglas W. Baena



          EXECUTIVE COMPENSATION AND OTHER INFORMATION

  The  following table shows all compensation earned, during  the
fiscal  years indicated, by the Chief Executive Officer  and  the
four  other  highest paid executive officers of the Company  (the
"Named Executive Officers") for such period in all capacities  in
which they have served:

                                     SUMMARY COMPENSATION TABLE
                                        Annual Compensation
Name                                                    Other(3)        (4)
and                                   (1)       (2)      Annual      All Other
Principal                            Salary    Bonus  Compensation Compensation
Position                     Year     ($)       ($)       ($)          ($)

H. Harry Bresky              2000   700,000   600,000   30,900         5,100
President                    1999   650,000   500,000   49,228         4,800
(Chief Executive Officer)    1998   603,399   400,000   46,651         4,800

Joe E. Rodrigues             2000   520,668   275,000   17,169         5,100
Executive Vice President     1999   494,697   250,000   29,551         4,800
and Treasurer                1998   484,308   225,000   27,509         4,800
(retired  February 2001)

Rick J. Hoffman              2000   381,500   225,000   11,775         5,100
Vice President               1999   355,538   200,000   19,551         4,800
                             1998   338,279   175,000   20,123         4,800

Steven J. Bresky             2000   326,212   200,000    8,616         5,100
Vice President               1999   274,020   150,000   15,017         4,800
                             1998   266,888   175,000   13,372         4,800

Robert L. Steer              2000   302,654   225,000    9,410         5,100
Vice President               1999   251,692   200,000   12,385         4,800
Chief Financial Officer      1998   227,998   150,000    8,428         4,800


(1)Salary  includes amounts deferred at the  election  of  the
   Named  Executive Officers under the Company's 401(k)  retirement
   savings plan.
(2)Reflects bonus earned for each fiscal year presented.   For
   2000, amounts include compensation reduced at the election of the
   Named  Executive Officers under the Company's Investment  Option
   Plan described herein.  For 1999, includes amount of Mr. H. Harry
   Bresky's bonus deferred under the Executive Deferred Compensation
   Plan described herein.
(3)Other Annual Compensation earned represents benefits under
   the Supplemental Executive Benefit Plan described herein.
(4)All    Other   Compensation   represents   the   Company
   contributions  to the Company's 401(k) retirement  savings  plan
   on   behalf   of   the   Named  Executive  Officers.    Excludes
   perquisites and other benefits, unless the aggregate  amount  of
   such  compensation exceeds the lesser of either $50,000  or  10%
   of  the total of annual salary and bonus reported for the  Named
   Executive Officer.

                        RETIREMENT PLANS

Executive  Retirement  Plan.  The Seaboard Corporation  Executive
Retirement  Plan  (the  "Executive  Retirement  Plan")   provides
retirement  benefits for a select group of officers and  managers
including  the  Named Executive Officers.  Effective  January  1,
1997,  the  Executive Retirement Plan provides that  participants
will  accrue  a benefit in an amount equal to 2.5% of  the  final
average  remuneration  (salary plus  bonus)  of  the  participant
multiplied by the years of service from January 1, 1997,  reduced
by  the  amount such participant has accrued under  the  Seaboard
Corporation Pension Plan (described below) available to all  full
time employees of the Company, which benefit is payable beginning
at  normal retirement.  Benefits under the plan are unfunded.  As
of  December  31, 2000, all of the Named Executive  Officers  are
fully  vested and have three years of service as defined  in  the
Executive  Retirement Plan.  Under this Plan, the automatic  form
of  benefit payment, for a married participant, is pursuant to  a
"50%  Joint  and  Survivor Annuity."  This means the  participant
will  receive a monthly annuity benefit for his/her lifetime  and
an  eligible  surviving spouse shall receive a  lifetime  annuity
equal to 50% of the participant's benefit.  The automatic form of
benefit  payment for an unmarried participant is  pursuant  to  a
"Single  Life  Annuity."  The Plan allows for optional  forms  of
payment  under  certain  circumstances.  The  table  below  shows
annual  benefits  by remuneration and years of service  beginning
with fiscal 1997.

                 EXECUTIVE RETIREMENT PLAN TABLE
              YEARS OF SERVICE FROM JANUARY 1, 1997

     REMUNERATION  15        20       25       30        35
     $ 125,000  28,000   37,300    46,500   55,900    65,200
     $ 150,000  33,100   44,000    55,100   66,000    77,100
     $ 175,000  38,900   51,900    64,900   77,900    90,800
     $ 200,000  48,300   64,400    80,500   96,600   112,700
     $ 225,000  57,700   76,900    96,100  115,400   134,600
     $ 250,000  67,100   89,400   111,800  134,100   156,500
     $ 300,000  85,800  114,400   143,000  171,600   200,200
     $ 400,000 123,300  164,400   205,500  246,600   287,700
     $ 450,000 142,100  189,400   236,800  284,100   331,500
     $ 500,000 160,800  214,400   268,000  321,600   375,200



Frozen Executive Retirement Plan Benefit.  Mr. H. Bresky is  100%
vested  in an Executive Retirement Plan frozen effective December
31,  1996  in which he has accrued an annual benefit  of  $22,500
upon  his  retirement.  Under this Plan, the  automatic  form  of
benefit payment is pursuant to a "Ten-year Certain and Continuous
Annuity."   This means Mr. Bresky will receive a monthly  annuity
benefit for his lifetime and should Mr. Bresky die while  in  the
ten-year certain period, the balance of the ten-year benefit will
be  paid to his designated beneficiary.  If Mr. Bresky dies while
employed  by  the  Company or after retirement,  but  before  the
commencement of benefits, monthly payments shall be made  to  Mr.
Bresky's  beneficiary in the form of a 100%  joint  and  survivor
benefit.   The  Plan allows for optional forms of  payment  under
certain circumstances.


Seaboard  Corporation  Pension Plan.   The  Seaboard  Corporation
Pension  Plan  (the  "Plan") provides defined  benefits  for  its
domestic  salaried and clerical employees.  Beginning  in  fiscal
1997,  each  of the individuals named in the Summary Compensation
Table  participates  in the Plan. Benefits  under  the  Plan  are
generally  based  upon  the number of  years  of  service  and  a
percentage of final average remuneration (salary plus bonus)  but
are  limited by federal law.  As of December 31, 2000, all of the
Named Executive Officers are fully vested and have three years of
service  as  defined in the Plan.  Under the Plan, the  automatic
form  of  benefit payment, for a married participant, is pursuant
to   a  "50%  Joint  and  Survivor  Annuity."   This  means   the
participant  will receive a monthly annuity benefit  for  his/her
lifetime  and  an  eligible  surviving  spouse  shall  receive  a
lifetime  annuity equal to 50% of the participant's benefit.  The
automatic form of benefit payment for an unmarried participant is
pursuant  to  a  "Single  Life Annuity."   The  Plan  allows  for
optional forms of payment under certain circumstances.  The table
below shows benefits by remuneration and years of service.


                       PENSION PLAN TABLE
              YEARS OF SERVICE FROM JANUARY 1, 1997

REMUNERATION       15        20       25       30        35
$ 125,000       18,900   25,200    31,600   37,900    44,200
$ 150,000       23,200   31,000    38,700   46,500    54,200
$ 175,000       26,700   35,600    44,500   53,400    62,300
$ 200,000       26,700   35,600    44,500   53,400    62,300
$ 225,000       26,700   35,600    44,500   53,400    62,300
$ 250,000       26,700   35,600    44,500   53,400    62,300
$ 300,000       26,700   35,600    44,500   53,400    62,300
$ 400,000       26,700   35,600    44,500   53,400    62,300
$ 450,000       26,700   35,600    44,500   53,400    62,300
$ 500,000       26,700   35,600    44,500   53,400    62,300

Frozen Retirement Plan.  Each of the Named Executive Officers  in
the  Summary  Compensation Table is 100% vested under  a  certain
defined  benefit plan which was frozen at December 31,  1993.   A
definitive  actuarial determination of the  benefit  amounts  was
made  in 1995.  The annual amounts payable upon retirement  after
attaining age 62 under this predecessor defined benefit plan  are
as  follows:   H.  Bresky  $120,108, Rodrigues  $61,602,  Hoffman
$32,063,  S. Bresky $32,796 and Steer $15,490.  Under this  Plan,
the automatic form of benefit payment, for a married participant,
is pursuant to a "Ten-year Certain and Continuous Annuity."  This
means the participant will receive a monthly annuity benefit  for
his/her lifetime and should the participant die while in the ten-
year certain period, the balance of the ten-year benefit will  be
paid  to his/her designated beneficiary.  If the participant dies
while employed by the Company or after retirement, but before the
commencement of benefits, monthly payments shall be made  to  the
participants  beneficiary for a period of ten  years.   The  Plan
allows for optional forms of payment under certain circumstances.


Supplemental   Retirement  Plans.   The  Supplemental   Executive
Benefit  Plan,  formerly  the Supplemental  Executive  Retirement
Plan,  provides  for discretionary investment options  under  the
Investment  Option  Plan,  described below,  for  2000  and  cash
compensation  for 1999 and 1998 in an amount equal  to  3%  of  a
participant's annual compensation in excess of $170,000 for  2000
and  $160,000 for 1999 and 1998.  Additionally, the amounts  paid
pursuant  to this plan for 1999 and 1998 are grossed up to  cover
100%  of  a participant's estimated income tax liability  on  the
benefit.  The amounts of benefits payable, including the gross up
for  taxes,  under  the Supplemental Executive  Benefit  Plan  is
reported in the Summary Compensation Table herein.
   In  addition to the Supplemental Executive Benefit  Plan,  the
Company has agreed to provide a supplementary pension benefit  to
Messrs. H. Bresky and Rodrigues.  Mr. Rodrigues is entitled to  a
supplementary   annual  pension  equal  to  4%   of   his   total
compensation (base compensation and all prescribed allowances and
bonuses)  during his employment with the Company.  Mr.  Rodrigues
retired  in  February  2001  and is entitled  to  receive  annual
estimated  benefits  for  his lifetime  of  $370,465  under  this
supplementary  plan.   During his retirement,  the  benefit  will
increase  annually  based on the change  in  the  Consumer  Price
Index.   Mr.  H.  Bresky  is entitled to a  supplementary  annual
pension in the amount of $410,088 per year.  Under this Plan, the
automatic  form  of benefit payment is pursuant  to  a  "Ten-year
Certain  and  Continuous Annuity."  This means  Mr.  Bresky  will
receive a monthly annuity benefit for his lifetime and should Mr.
Bresky  die while in the ten-year certain period, the balance  of
the  ten-year benefit will be paid to his designated beneficiary.
If  Mr.  Bresky  dies  while employed by  the  Company  or  after
retirement,  but  before the commencement  of  benefits,  monthly
payments  shall be made to Mr. Bresky's beneficiary for a  period
of  ten  years.  Under these plans, payment of benefits commences
with the executive's retirement from the Company.

Investment  Option  Plan.   The  Investment  Option  Plan  allows
executives  to reduce their compensation in exchange for  options
to  buy shares of certain mutual funds.  In addition, the Company
may  grant  discretionary investment options under the Investment
Option  Plan,  which  do  not require a  reduction  to  executive
compensation.  The exercise price for each investment  option  is
established  based upon the fair market value of  the  underlying
investment at the date of grant.

Executive  Deferred  Compensation Plan.  The  Executive  Deferred
Compensation Plan requires the deferral of salary and bonus on  a
pre-tax  basis  for  executives whose  compensation  exceeds  the
maximum allowable deductible amount under Section 162(m)  of  the
Code ($1 million for 2000 and 1999).

  None  of  the  benefits payable under the aforementioned  plans
contain an offset for social security benefits.


   REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

  The  following information is to provide shareholders and other
interested  parties with a clear understanding of  the  Company's
philosophy  regarding  executive  compensation  and  to   provide
insight behind fundamental compensation decisions.
  The  Company  maintains  the philosophy that  determination  of
compensation for its executive officers by the Board of Directors
is  primarily  based upon a recognition that these  officers  are
responsible  for  implementing the Company's long-term  strategic
objectives.   The Company's goals with respect to  its  executive
compensation policies described below are to attract  and  retain
top executive employees.
  Base  compensation,  increases thereto and  bonus  compensation
for  executive officers as presented in the Summary  Compensation
Table herein are determined by the following factors:

     Competitive  compensation  ranges  at  or  above  the  50th
 percentile of a select group of comparable firms.  This group is
 comprised of comparable sized firms in the food processing,  and
 grain  industries.  While this group contains some of  the  same
 firms  listed in the peer group index in the total return graphs
 herein, it is not identical.
     The diversity and complexity of the Company's businesses.
     Compensation decisions for the Chief Executive Officer  and
 other  executive officers are not principally based  on  Company
 performance.

 As   Chief  Executive  Officer,  Mr.  H.  Harry  Bresky's   base
compensation and bonus are also determined based on a  survey  of
the  select group of firms referenced above.  An analysis of  the
data  presented  in  this  survey shows  that  the  typical  base
compensation  for Chief Executive Officers of these  entities  is
comparable  at about the 50th percentile to the base compensation
and bonus paid to Mr. H. Harry Bresky.
  Discretionary  bonuses  for executive officers,  including  the
Chief  Executive Officer, may not exceed 100% of each executive's
base compensation.
  Pursuant  to  Section  162(m)  of the  Internal  Revenue  Code,
compensation in excess of $1 million paid to Mr. Bresky  in  2000
and  1999  is  not  deductible by  the  Company.   The  Board  of
Directors has considered the effect of Section 162(m) of the Code
on  the Corporation's executive compensation.  As such, to assure
that  the  Corporation does not lose deductions for  compensation
paid,  the Board of Directors has adopted the Executive  Deferred
Compensation  Plan described above, requiring  the  executive  to
defer receipt of any compensation in excess of $1 million that is
not  deductible.  In 2000, no deferral was required as Mr. Bresky
elected   under  the  Investment  Option  Plan  to   reduce   his
compensation below $1 million.

  The  foregoing  report  has  been furnished  by  the  Board  of
Directors:

                          H. Harry Bresky
                          Joe E. Rodrigues
                          Thomas J. Shields
                          David A. Adamsen


                      COMPANY PERFORMANCE

  The  Securities  and Exchange Commission requires  a  five-year
comparison of stock performance for the Company with that  of  an
appropriate broad equity market index and similar industry index.
The  Company's  Common  Stock is traded  on  the  American  Stock
Exchange,  and  one appropriate comparison is with  the  American
Stock Exchange Market Value Index performance.  Because there  is
no  single  industry  index  to compare  stock  performance,  the
companies comprising the Dow Jones Food and Marine Transportation
Industry indices were chosen as the second comparison.
  The  following graph shows a five-year comparison of cumulative
total  return for the Company, the American Stock Exchange Market
Value  Index and the companies comprising the Dow Jones Food  and
Marine   Transportation  Industry  indices  weighted  by   market
capitalization for the five fiscal years commencing December  31,
1995, and ending December 31, 2000.


      COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
SEABOARD CORPORATION, AMERICAN STOCK EXCHANGE MARKET VALUE INDEX,
  AND DOW JONES FOOD AND MARINE TRANSPORTATION INDUSTRY INDICES


           Seaboard          Industry       American Stock Exchange
           Corporation       Index*         Market Value Index

  12/31/00     59             148               179
  12/31/99     73             130               174
  12/31/98    159             158               136
  12/31/97    165             161               127
  12/31/96     99             117               102
  12/31/95    100             100               100

  *  Industry  Index:   A weighted  average  by  market
   capitalization of the companies comprising  the  Dow
   Jones   Food  and  Marine  Transportation   Industry
   indices.

  The  total  cumulative return assumes that  the  value  of  the
investment in the Company's Common Stock and each index was  $100
on December 31, 1995, and that all dividends were reinvested.


   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  The  Board of Directors has no compensation committee.  Messrs.
H.  Bresky and Rodrigues are members of the Board of Directors of
the  Company and participate in decisions by the Board  regarding
executive compensation.
  During  the Company's fiscal year ended December 31, 2000,  the
Company  and  Seaboard Flour Corporation were  indebted  to  each
other  in  varying  amounts.  Advances due  from  Seaboard  Flour
Corporation  to  the Company bear interest at the  prime  lending
rate  while advances due to Seaboard Flour Corporation  from  the
Company bear interest at the Company's short-term borrowing rate.
The  largest net amount outstanding from the Company to  Seaboard
Flour  Corporation  during the year was $16,922  at  January  29,
2000.   The  largest net amount outstanding from  Seaboard  Flour
Corporation  to  the Company during the year  was  $4,971,103  at
October  28,  2000.  The net amount outstanding  at  January  27,
2001,  was from Seaboard Flour Corporation to the Company in  the
amount  of $6,097,952.  Such borrowings were primarily  used  for
working capital purposes.


           ITEM 2:  SELECTION OF INDEPENDENT AUDITORS

  The  persons  named  in the accompanying proxy  intend,  unless
otherwise instructed, to vote the proxies to ratify the selection
of   KPMG  LLP,  certified  public  accountants,  as  independent
auditors  of the Company for the next fiscal year.  The selection
of  this firm has been recommended by the Audit Committee of  the
Board  of Directors of the Company.  The Company has been advised
by  such firm that neither it nor any member or associate has any
relationship with the Company or with any of its affiliates other
than as independent accountants and auditors.  Submission to  the
stockholders of the selection of auditors is not required by  the
By-Laws,  and  the  Directors would vote to select  KPMG  LLP  as
independent auditors of the Company even if not approved  by  the
stockholders.
  Representatives  of  KPMG LLP will be  present  at  the  Annual
Meeting  with the opportunity to make any statement  desired  and
will be available to answer questions from stockholders.


                          OTHER MATTERS

  The  notice  of meeting provides for the election of Directors,
the selection of independent auditors and for the transaction  of
such other business as may properly come before the meeting.   As
of  the date of this Proxy Statement, the Board of Directors does
not  intend to present to the meeting any other business, and  it
has not been informed of any business intended to be presented by
others.   However, if any other matters properly come before  the
meeting, the persons named in the enclosed proxy will take action
and  vote  proxies,  in accordance with their  judgment  of  such
matters.
  Action  may  be taken on the business to be transacted  at  the
meeting on the date specified in the notice of meeting or on  any
date or dates to which such meeting may be adjourned.


     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  Based solely on a review of the copies of reports furnished  to
the  Company  and written representations that no  other  reports
were  required, the Company believes that during fiscal 2000  all
reports  of  ownership  required  under  Section  16(a)  of   the
Securities  Exchange  Act  of 1934 for  Directors  and  executive
officers of the Company and beneficial owners of more than 10% of
the  Company's  Common  Stock have been timely  filed,  with  one
exception.   David  Adamsen, filed a Form 4 late  to  report  one
purchase of 20 shares of Company stock.


                      STOCKHOLDER PROPOSALS

  Any  stockholder  proposals for consideration  at  next  year's
annual meeting of stockholders must be received by the Company at
its  executive  offices, 9000 West 67th Street, Shawnee  Mission,
Kansas 66202, no later than November 9, 2001, except that if  the
next  year's  annual  meeting date is changed  by  more  than  30
calendar days from the regularly scheduled date, the Company must
receive such a proposal within a reasonable time before the Board
of Directors makes its proxy solicitation.


                     ADDITIONAL INFORMATION

  Any  stockholder  desiring  additional  information  about  the
Company  and its operations may, upon written request,  obtain  a
copy  of  the  Company's  Annual Report  to  the  Securities  and
Exchange Commission on Form 10-K without charge.  Requests should
be  directed to Shareholder Relations, Seaboard Corporation, 9000
West  67th Street,  Shawnee Mission, Kansas 66202.  The Company's
Annual  Report to the Securities and Exchange Commission on  Form
10-K  is  also  available on the Company's  Internet  website  at
www.seaboardcorp.com.


                          APPENDIX A
                     Seaboard Corporation
   Charter of the Audit Committee of the Board of Directors


I. Audit Committee Purpose

   The Audit Committee is appointed by the Board of Directors  to
   assist    the    Board    in    fulfilling    its    oversight
   responsibilities.   The Audit Committee's primary  duties  and
   responsibilities are to:

     Monitor the integrity of the Company's financial reporting
     process  and systems of internal controls regarding finance,
     accounting, and legal compliance.

     Monitor the independence and performance of the Company's
     independent auditors and internal auditing department.

     Provide an avenue of communication among the independent
     auditors, management, the internal auditing department, and the
     Board of Directors.

   The   Audit  Committee  has  the  authority  to  conduct   any
   investigation  appropriate to fulfilling its responsibilities,
   and  it has direct access to the independent auditors as  well
   as  anyone in the organization.  The Audit Committee  has  the
   ability  to  retain, at the Company's expense, special  legal,
   accounting or other consultants or experts it deems  necessary
   in the performance of its duties.

II.   Audit Committee Composition and Meetings

   Audit  Committee  members shall meet the requirements  of  the
   National  Association of Securities Dealers /  American  Stock
   Exchange.  The Audit Committee shall be comprised of three  or
   more  directors as determined by the Board, each of whom shall
   be   an  independent  nonexecutive  director,  free  from  any
   relationship that would interfere with the exercise of his  or
   her  independent  judgement.  All  members  of  the  Committee
   shall  have  a  basic understanding of finance and  accounting
   and  be  able  to  read  and understand fundamental  financial
   statements,  and  at least one member of the  Committee  shall
   have accounting or related financial management expertise.

   Audit  Committee members shall be appointed by the Board.   If
   an  audit  committee Chair is not designated or  present,  the
   members  of  the Committee may designate a Chair  by  majority
   vote of the Committee membership.

   The  Committee shall meet at least four times annually, either
   in   person   or   telephonically,  or  more   frequently   as
   circumstances  dictate.   The  Audit  Committee  Chair   shall
   prepare  and/or approve an agenda in advance of each  meeting.
   The  Committee should meet privately in executive  session  at
   least  annually with management, the director of the  internal
   auditing  department,  the  independent  auditors,  and  as  a
   committee  to discuss any matters that the Committee  or  each
   of  these  groups believe should be discussed.   In  addition,
   the  Committee, or at least its Chair, should communicate with
   management  and the independent auditors quarterly  to  review
   the  Company's  financial statements and significant  findings
   based upon the auditors limited review procedures.

III.  Audit Committee Responsibilities and Duties

   Review Procedures

   1. Review  and reassess the adequacy of the Charter  at  least
      annually.   Submit  the charter to the Board  of  Directors
      for  approval  and  have the document  published  at  least
      every three years in accordance with SEC regulations.

   2. Review  the  Company's annual audited financial  statements
      prior  to  filing or distribution.  Review  should  include
      discussion  with  management and  independent  auditors  of
      significant   issues   regarding   accounting   principles,
      practices, and judgements.

   3. In   consultation  with  the  management,  the  independent
      auditors,   and   the  internal  auditors,   consider   the
      integrity  of  the Company's financial reporting  processes
      and   controls.    Discuss   significant   financial   risk
      exposures  and the steps management has taken  to  monitor,
      control,  and  report such exposures.   Review  significant
      findings  prepared  by  the independent  auditors  and  the
      internal  auditing  department together  with  management's
      responses.

   4. Review   with  financial  management  and  the  independent
      auditors   the  Company's  quarterly  financial  statements
      prior  to  filing or distribution.  Discuss any significant
      changes  to  the  Company's accounting principles  and  any
      items  required  to  be  communicated  by  the  independent
      auditors  recommended in accordance with SAS 61  (see  item
      9).

   Independent Auditors

   5. The  independent auditors are ultimately accountable to the
      Audit  Committee  and  the Board of Directors.   The  Audit
      Committee shall review the independence and performance  of
      the  auditors  and  annually  recommend  to  the  Board  of
      Directors  the appointment of the independent  auditors  or
      recommend  or  approve  any  discharge  of  auditors   when
      circumstances warrant.

   6. Approve  the  audit  engagement  letter,  fees  and   other
      significant  compensation to be  paid  to  the  independent
      auditors.

   7. On  an  annual  basis,  the  Committee  should  review  and
      discuss  with  the  independent  auditors  all  significant
      relationships they have with the Company that could  impair
      the   auditors'  independence.   The  Independent  Auditors
      shall  be  required  to furnish the Audit  Committee,  each
      year,  with a written report of all its relationships  with
      the Company.

   8. Review  the independent auditors audit plan  discuss scope,
      staffing,   locations,   reliance  upon   management,   and
      internal audit and general audit approach.

   9. Prior  to  releasing  the year-end  earnings,  discuss  the
      results   of  the  audit  with  the  independent  auditors.
      Discuss  certain  matters required to  be  communicated  to
      audit committees in accordance with AICPA SAS 61.

   10.Consider  the  independent auditors'  judgments  about  the
      quality  and  appropriateness of the  Company's  accounting
      principles as applied in its financial reporting.

   Internal Audit Department and Legal Compliance

   11.Review    the    plan,   changes   in   plan,   activities,
      organizational   structure,  and  qualifications   of   the
      internal audit department, as needed.

   12.Review  the  appointment, performance, and  replacement  of
      the senior internal audit executive.

   13.Review  significant reports prepared by the internal  audit
      department together with management's response and  follow-
      up to these reports.

   14.On  at  least  an annual basis, review with  the  Company's
      counsel,  any  legal matters that could have a  significant
      impact  on  the  organization's financial  statements,  the
      Company's  compliance with applicable laws and regulations,
      and  inquiries  received  from regulators  or  governmental
      agencies.

   Other Audit Committee Responsibilities

   15.Annually  prepare a report to shareholders as  required  by
      the  Securities and Exchange Commission.  The report should
      be included in the Company's annual proxy statement.

   16.Perform  any other activities consistent with this Charter,
      the  Company's by-laws, and governing law, as the Committee
      or the Board deems necessary or appropriate.

   17.Maintain  minutes  of meetings and periodically  report  to
      the  Board  of  Directors  on significant  results  of  the
      foregoing activities.
</TEXT>
</DOCUMENT>
