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<SEC-DOCUMENT>0000088121-02-000005.txt : 20020425
<SEC-HEADER>0000088121-02-000005.hdr.sgml : 20020425
ACCESSION NUMBER:		0000088121-02-000005
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020330
FILED AS OF DATE:		20020425

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:		02621264

	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>q-10.txt
<DESCRIPTION>1ST QTR 2002 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 March 30, 2002

                                  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 April 19, 2002.

                                   Total pages in filing - 18 pages


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                                                    (Unaudited)
                                                    March 30,    December 31,
                                                       2002         2001
                                Assets
Current assets:
  Cash and cash equivalents                       $   18,908   $   22,997
  Short-term investments                              92,268      126,795
  Receivables, net                                   196,281      187,416
  Inventories                                        204,767      205,345
  Deferred income taxes                               15,092       13,966
  Other current assets                                29,173       36,343
       Total current assets                          556,489      592,862
Investments in and advances to foreign affiliates     49,629       52,256
Net property, plant and equipment                    522,984      556,273
Other assets                                          38,175       34,201
       Total long-term assets                        610,788      642,730
       Total assets                               $1,167,277   $1,235,592

                 Liabilities and Stockholders' Equity
Current liabilities:
  Notes payable to banks                          $   40,712   $   37,703
  Current maturities of long-term debt                27,174       55,166
  Accounts payable                                    49,943       61,513
  Other current liabilities                          121,620      126,218
       Total current liabilities                     239,449      280,600
Long-term debt, less current maturities              252,719      255,819
Deferred income taxes                                136,216      131,957
Other liabilities                                     33,991       33,946
       Total non-current and deferred liabilities    422,926      421,722
Minority interest                                      6,246        6,067
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               (98,158)     (65,406)
  Retained earnings                                  582,112      577,907
       Total stockholders' equity                    498,656      527,203
Total liabilities and stockholders' equity        $1,167,277   $1,235,592

       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
                                             March 30,    March 31,
                                                2002         2001

Net sales                                   $  442,923   $  435,260
Cost of sales and operating expenses           399,837      386,461
  Gross income                                  43,086       48,799
Selling, general and administrative expenses    26,332       30,763
  Operating income                              16,754       18,036
Other income (expense):
  Interest expense                              (5,451)      (7,927)
  Interest income                                1,675        2,309
  Loss from foreign affiliates                  (2,091)        (623)
  Minority interest                               (177)         (27)
  Foreign currency loss, net                    (5,414)        (448)
  Miscellaneous, net                             1,308        1,220
  Total other income (expense), net            (10,150)      (5,496)
Earnings before income taxes                     6,604       12,540
Income tax expense                              (2,027)      (4,925)
Net earnings                                $    4,577   $    7,615

Earnings per common share                   $     3.08   $     5.12
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 Cash Flows
                        (Thousands of dollars)
                              (Unaudited)

                                                    Three Months Ended
                                                  March 30,    March 31,
                                                     2002         2001

Cash flows from operating activities:
  Net earnings                                    $  4,577    $   7,615
  Adjustments to reconcile net earnings to
    cash from operating activities:
      Depreciation and amortization                 12,849       13,640
       Loss from foreign affiliates                  2,091          623
      Foreign currency translation loss              4,979            -
       Deferred income taxes                         1,382        2,281
       Gain (loss) from sale of fixed assets            (6)       1,333
  Changes in current assets and liabilities:
       Receivables, net of allowance               (17,481)      19,394
       Inventories                                  (8,600)       1,443
       Other current assets                          6,969      (14,196)
       Current liabilities exclusive of debt       (11,988)       1,316
  Other, net                                         1,909        2,464
            Net cash from operating activities      (3,319)      35,913

Cash flows from investing activities:
  Purchase of investments                          (32,054)    (133,360)
  Proceeds from the sale or maturity of short-term
    investments                                     65,885      109,176
  Investments in and advances to foreign affiliates    375          (65)
  Capital expenditures                              (9,083)     (14,858)
  Other, net                                          (715)       1,017
            Net cash from investing activities      24,408      (38,090)

Cash flows from financing activities:
  Notes payable to bank, net                         3,009       (3,344)
  Principal payments of long-term debt             (27,607)        (880)
  Dividends paid                                      (372)        (372)
  Bond construction fund                               557        1,767
            Net cash from financing activities     (24,413)      (2,829)
Effect of exchange rate change on cash                (765)           -
Net change in cash and cash equivalents             (4,089)      (5,006)
Cash and cash equivalents at beginning of year      22,997       19,760
Cash and cash equivalents at end of quarter       $ 18,908    $  14,754

       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, 2001 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 ending on the Saturday closest to the  end  of  March,
June  and September.  The Company's year-end is 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.

Supplemental Noncash Transactions - As more fully described in Note 2,
the further devaluation of the Argentine peso decreased the assets and
liabilities  of the Sugar and Citrus segment during the first  quarter
of   2002.   The  devaluation  of  the  peso  denominated  assets  and
liabilities  reduced working capital and fixed assets  by  $13,005,000
and  $28,830,000, respectively, and reduced net long-term  liabilities
by $387,000.  No tax benefit was recorded related to this devaluation.

Effective  January  1,  2002, the Company  adopted  the  Statement  of
Financial Accounting Standards No. 144, "Accounting for the Impairment
or  Disposal  of  Long-Lived Assets" (SFAS 144).  SFAS 144  supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets  and
for Long-Lived Assets to Be Disposed of;" however, it retains most  of
the  provisions  of  that  Statement related to  the  recognition  and
measurement  of the impairment of long-lived assets to  be  "held  and
used."  The Statement provides more guidance on estimating cash  flows
when  performing  a  recoverability test, requires that  a  long-lived
asset to be disposed of other than by sale be classified as "held  and
used"  until  it  is  disposed  of, and establishes  more  restrictive
criteria to classify an asset as "held for sale."  The adoption had no
immediate impact on the Company's financial statements.


Note 2 - Comprehensive Income (Loss)

Components of total comprehensive income (loss), net of related taxes,
are summarized as follows:

                                                  Three Months Ended
                                                       March 30, March 31,
(Thousands of dollars)                               2002      2001

Net income                                       $  4,577   $ 7,615
Other comprehensive income (loss)
  net of applicable taxes:
 Foreign currency translation adjustment          (35,185)     (155)
 Unrealized gain on investments                     2,620        98
 Net unrealized loss on cash flow hedges             (137)        -
 Deferred gain on swaps                                 -     1,353
 Amortization of deferred gain on swaps               (50)      (50)
Total comprehensive income (loss)                $(28,175)  $ 8,861

The  components of and changes in accumulated other comprehensive loss
for the three months ended March 30, 2002 are as follows:

                                          Balance                 Balance
                                         December 31,   Period   March 30,
(Thousands of dollars)                      2001        Change      2002

Foreign  currency translation adjustment $(62,218)    $(35,185)  $(97,403)
Unrealized gain (loss) on investments      (3,067)       2,620       (447)
Unrecognized pension cost                  (1,273)           -     (1,273)
Net unrealized loss on cash flow hedges         -         (137)      (137)
Deferred gain on swaps                      1,152          (50)     1,102
Accumulated other comprehensive loss     $(65,406)    $(32,752)  $(98,158)

The  foreign currency translation adjustment primarily represents  the
effect  of  the  Argentine peso devaluation on the net assets  of  the
Company's Sugar and Citrus segment as first recorded by the Company in
the  fourth quarter of 2001.  During the quarter ended March 30, 2002,
the  peso  devalued an additional 43% against the U.S. dollar.   As  a
result  of  this  devaluation,  the  Company  recorded  a  $40,046,000
reduction to shareholders' equity through a $4,979,000 charge  against
net  earnings  for dollar denominated debt of the Company's  Argentine
subsidiary, and a currency translation adjustment of $35,067,000 as an
other  comprehensive  loss for the peso denominated  net  assets.   At
March  31,  2002 the Company has $46,292,000 in net assets denominated
in  Argentine pesos and $14,079,000 in net liabilities denominated  in
U.S.  dollars  in Argentina.  Impacts of further fluctuations  in  the
currency  exchange rate will be recorded in future  periods.   No  tax
benefit  has  been provided related to this reduction of shareholders'
equity.

The  unrecognized  pension cost is calculated  and  adjusted  annually
during the fourth quarter.  With the exception of the foreign currency
translation  loss  discussed above, income  taxes  for  components  of
accumulated  other  comprehensive  loss  were  recorded  using  a  39%
effective tax rate.


Note 3 - Inventories

The  following  is  a  summary of inventories at March  30,  2002  and
December 31, 2001 (in thousands):

                                                       March 30,   December 31,
                                                          2002        2001
At lower of LIFO cost or market:
  Live hogs and related materials                      $120,882     $124,212
  Dressed pork and related materials                     11,122       12,930
                                                        132,004      137,142
  LIFO allowance                                         (5,831)      (5,231)
       Total inventories at lower of LIFO cost
        or market:                                      126,173      131,911
At lower of FIFO cost or market:
  Grain, flour and feed                                  57,332       42,581
  Sugar produced and in process                           7,172       15,039
  Other                                                  14,090       15,814
       Total inventories at lower of FIFO cost
        or market                                        78,594       73,434
       Total inventories                               $204,767     $205,345


Note 4 - Contingencies

On  February  12, 2002, the United States Senate passed a  Farm  Bill,
(S.  Bill  1731), which includes a provision (the "Johnson Amendment")
which  prohibits  packers,  such  as  the  Company,  from  owning   or
controlling  livestock intended for slaughter for more  than  14  days
prior  to  the  slaughter.  The  Johnson  Amendment  also  contains  a
transition  rule  applicable  to packers  of  pork  providing  for  an
effective  date which is 18 months after enactment of  the  Act.   The
U.S.  House of Representatives also passed a Farm Bill (H. Bill 2646),
but  this  Bill does not include the prohibition on packers owning  or
controlling  livestock.   A  committee  of  Conferees,  consisting  of
members  of both the Senate and the House, was established to  attempt
to  reconcile  the  differences between the two Bills,  including  the
Johnson  Amendment.   If  a  uniform Bill  were  agreed  upon  by  the
committee,  the Farm Bill would be voted upon by both the  Senate  and
the  House and, if enacted, would be sent to the President for him  to
sign into law or to veto.

The House Conferees informally have indicated they are not in favor of
including  the Johnson Amendment in the Farm Bill, and have offered  a
compromise  to  their  Senate  colleagues  to  form  a  Presidentially
appointed committee to study the packer ownership issue and produce  a
report  by  December  2004.   The report presumably  would  study  the
implications of the Johnson Amendment and make a recommendation as  to
it.

If  the Farm Bill containing the Johnson Amendment were to become law,
it could have a material adverse effect on the Company, its operations
and  its  strategy  of  vertical integration  in  the  pork  business.
Currently,  the  Company owns and operates production  facilities  and
owns swine and produces approximately three million hogs per year with
construction in progress for an additional half million hogs per year.
If  enacted,  the  Johnson Amendment would prohibit the  Company  from
owning  or  controlling hogs, and thus would require  the  Company  to
divest  these  operations,  possibly at prices  which  are  below  the
carrying  value  of  such assets on the Company's  balance  sheet,  or
otherwise restructure its ownership and operation.  At March 30, 2002,
the Company has $247.6 million in hog production facilities classified
as   net   fixed  assets  on  the  Consolidated  Balance  Sheet   plus
approximately  $185.0  million  in  hog  production  facilities  under
Facility  Agreements accounted for as operating leases.  In  addition,
the  Company  has  $120.9 million invested in live  hogs  and  related
materials classified as inventory on the Consolidated Balance Sheet.

The  Johnson  Amendment  could  also be construed  as  prohibiting  or
restricting   the   Company  from  engaging  in  various   contractual
arrangements  with  third  party hog producers,  such  as  traditional
contract  finishing arrangements.  Accordingly, the Company's  ability
to  contract for the supply of hogs to its processing facility may  be
significantly,  negatively impacted.  At March 30, 2002,  the  Company
had  approximately  $23.4  million in  commitments  through  2013  for
various grow finishing agreements.
The  Company, along with industry groups and other similarly  situated
companies,  is  vigorously lobbying against enactment of  the  Johnson
Amendment.   The  ultimate  outcome of this matter  is  not  presently
determinable.

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 and that ruling  has  been  upheld  on
appeal.   The arbitration is continuing based on other legal theories,
although the Company believes that it will have no responsibility  for
the loss.

The  Company  is a defendant in an action brought by the  Sierra  Club
alleging  violations of various environmental laws related to  one  of
the  Company's hog production operations.  The Company believes it has
meritorious  defenses  to all of the claims of  the  Sierra  Club  but
cannot  predict  with  certainty the outcome of the  litigation.   The
Company  is  also subject to an ongoing investigation  by  the  United
States Environmental Protection Agency.

The Company has not previously recognized any tax benefits from losses
generated  by  Ingenio  y  Refineria  San  Martin  del  Tabacal   S.A.
(Tabacal),  its  sugar  and citrus segment,  for  financial  reporting
purposes since it was not a controlled entity for tax purposes and  it
was not apparent that the permanent basis difference would reverse  in
the foreseeable future.  During the first quarter of 2002, the Company
substantially  completed a tender offer in Argentina to  purchase  the
outstanding  shares of Tabacal not currently owned by the Company  for
$0.4  million.   As  a  result of the current economic  and  political
situation in Argentina, the Company is not yet certain that it will be
able to fully complete the tender offer.

If  the  Company  is  successful in concluding the  above  transaction
during   2002,   it  would  reduce  its  deferred  tax  liability   by
approximately $46.3 million which is the tax effect of the  cumulative
basis   difference  from  Tabacal's  operations  since  the  date   of
acquisition  by  the Company in July of 1996 in its consolidated  U.S.
tax return.  Of this amount, a majority of the tax benefit will reduce
the  currency  translation adjustment recorded  as  other  accumulated
comprehensive  loss.  Based on the currency translation adjustment  at
March 30, 2002, this amount would be approximately $33.7 million.  The
currency  translation adjustment, originally recorded as a  result  of
the  Argentine devaluation in January 2002, may fluctuate at the  time
of  recognizing this potential tax benefit based on the exchange rates
in  effect at that time.  The remaining benefit would be recognized as
a  current  tax benefit in the Consolidated Statement of Earnings  for
2002.

The  Company is a plaintiff in a lawsuit against several manufacturers
of  vitamins and feed additives which have plead guilty in the context
of  criminal  proceedings to price fixing.  Because the  manufacturers
have  admitted price fixing in the criminal context, it is likely that
the  manufacturers will be liable for the overcharges made as a result
of   the   price  fixing.   The  Company  had  purchases   aggregating
approximately  $37.7  million during the relevant  time  period.   The
Company  is  still in the process of determining what it believes  was
the  amount  of  the overcharge on these purchases on account  of  the
price  fixing.  Under antitrust laws, if the matter proceeds to trial,
the  manufacturers are responsible for treble damages.  In a  separate
class action law suit which was brought against the manufacturers  but
which  the  Company  opted  out of, the  matter  was  settled  by  the
manufacturers paying a total of approximately 18% of the agreed  gross
sales  as  total damages.  The Company opted out of the  class  action
because  it  believes that it is entitled to a greater amount,  either
pursuant to a settlement or at trial.

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.

As  the  Sugar  and Citrus segment operates solely in  Argentina  with
primarily local sales and operating expenses, the functional  currency
is  the  Argentine  peso.  As described in Note  2,  the  Company  has
recorded  the  effects of the recent and ongoing  devaluation  of  the
Argentine  peso.   As  a  result, peso-denominated  assets  have  been
reduced by $49,249,000 during the first quarter of 2002.

Management is currently considering various strategic alternatives for
the  Produce  Division and has ceased its shrimp,  pickle  and  pepper
farming  operations in Honduras.  After evaluating the  recoverability
of the long-lived assets of the Produce Division at December 31, 2001,
management believes the values are presently recoverable.  As of March
30,  2002, the total carrying value of these long-lived assets totaled
$6,279,000.


Sales to External Customers:
                                          Three Months Ended
                                        March 30,      March 31,
(Thousands of dollars)                     2002           2001

Pork                                    $171,058       $181,894
Commodity Trading and Milling            147,538        116,229
Marine                                    90,815         89,891
Sugar and Citrus                          14,699         20,377
Power                                     12,212         16,967
All Other                                  6,601          9,902
 Segment/Consolidated Totals            $442,923       $435,260


Operating Income
                                          Three Months Ended
                                        March 30,      March 31,
(Thousands of dollars)                     2002           2001

Pork                                    $ 2,517        $11,826
Commodity Trading and Milling             6,749            324
Marine                                    3,613          4,653
Sugar and Citrus                          3,135          1,022
Power                                     1,625          3,293
All Other                                  (514)        (1,833)
 Segment Totals                          17,125         19,285
Corporate Items                            (371)        (1,249)
 Consolidated Totals                    $16,754        $18,036


Total Assets
                                         March 30,     December 31,
(Thousands of dollars)                      2002           2001

Pork                                    $  506,743     $  508,642
Commodity Trading and Milling              190,336        172,684
Marine                                     122,713        131,334
Sugar and Citrus                            70,701        115,402
Power                                       78,925         77,102
All Other                                   19,007         20,276
 Segment Totals                            988,425      1,025,440
Corporate items                            178,852        210,152
 Consolidated Totals                    $1,167,277     $1,235,592

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 short-term  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.


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

LIQUIDITY AND CAPITAL RESOURCES

Cash  from  operating activities for the three months ended March  30,
2002,  decreased  $39.2 million compared to the same period  one  year
earlier.  The decrease in cash flows was primarily related to  changes
in  the  components  of  working capital.  Changes  in  components  of
working  capital  are  primarily  related  to  the  timing  of  normal
transactions  for voyage settlements, trade payables and  receivables.
Within  the  Commodity  Trading and Milling segment,  increased  sales
during  the  first  quarter  of  2002  resulted  in  an  increase   in
receivables  compared  to  a  decrease in receivables  for  the  first
quarter of 2001.

Cash   from   investing  activities  for  the   three   months   ended
March  30,  2002, increased $62.5 million compared to the same  period
one year earlier.  The increase was primarily related to proceeds from
the  net  sale of short-term investments compared to net purchases  of
investments in the prior year.

The Company invested $9.1 million in property, plant and equipment for
the  three  months  ended March 30, 2002, of which  $5.2  million  was
expended in the Pork segment, $1.8 million in the Marine segment, $1.2
million in the Commodity Trading and Milling Segment, $0.7 million  in
the Sugar and Citrus segment, and $0.2 million in other businesses  of
the Company.

The  Company  invested $5.2 million in the Pork segment primarily  for
expansion of existing hog production facilities, improvements  to  the
pork  processing plant, and purchase options for land upon  which  the
Company   plans   to  expand  operations  as  discussed   below.    In
February  2002,  the  Company  announced  plans  to  build  a   second
processing plant in northern Texas along with related plans to  expand
its  vertically integrated hog production facilities.  These plans are
contingent  on  a  number  of factors, including  obtaining  necessary
permits, commitments for a sufficient quantity of hogs to operate  the
plant, and no statutory impediments being imposed by the proposed farm
bill  currently being debated in the U.S. Congress (see Note 4 to  the
Consolidated   Financial  Statements).   These  plans   will   require
extensive  capital outlays and financing demands.   The  current  cost
estimates to build the plant are approximately $150.0 million with  an
additional $200.0 million for live production facilities for  a  total
of   approximately  $350.0  million.   The  Company  also  anticipates
pursuing  various  contract  growing  arrangements.   The  Company  is
currently  evaluating its alternatives for financing  these  expansion
plans,  including  additional borrowings,  leases  or  other  business
ventures  with  third  parties.  Due to the uncertainties  surrounding
permitting  and  the potential impact of the proposed farm  bill,  the
Company  is currently not able to predict the timing of the  expansion
project.   During  the  remainder  of 2002,  the  Company  anticipates
spending  $26.7  million  for  continued  expansion  of  existing  hog
production facilities, upgrades to the existing pork processing  plant
and  certain costs related to the planning for construction of the new
processing plant.

The  Company invested $1.8 million in the Marine segment primarily for
the  purchase  of  additional machinery  and  equipment.   During  the
remainder  of 2002, the Company anticipates spending $9.5 million  for
additional equipment.

The Company invested $1.2 million in the Commodity Trading and Milling
segment  primarily  for the purchase of additional equipment.   During
the  remainder of 2002, the Company anticipates spending $2.0  million
for additional equipment.

The  Company  invested $0.7 million in the Sugar  and  Citrus  segment
primarily  for  improvements  to  existing  facilities  and  sugarcane
fields.   During  the  remainder  of  2002,  the  Company  anticipates
spending $2.3 million for additional improvements.

Cash  from  financing activities for the three months ended March  30,
2002,  decreased  $21.6 million compared to the same period  one  year
earlier.    This  decrease  is  primarily  the  result   of   repaying
approximately $26.7 million of the maturing five-year revolving credit
facility  in the first quarter of 2002, partially offset by additional
notes payable to banks.

The  Company's  one-year revolving credit facilities  totaling  $141.0
million at December 31, 2001 matured during the first quarter of 2002.
The  Company extended $20.0 million of these facilities for one  year.
While the Company currently anticipates replacing the facilities  that
were  not extended during 2002, the total amount and related terms  of
the  facilities  have not yet been determined.  The Company  also  has
short-term  uncommitted credit lines totaling $85.3 million  at  March
30,  2002.   As  of  March 30, 2002, the Company had $5.0  million  of
borrowings  outstanding under the one-year revolving credit facilities
and  $35.7 million outstanding under the short-term uncommitted credit
lines.

The Company is a party to various master lease programs and a contract
finishing   agreement   (the  "Facility  Agreements")   with   limited
partnerships and a limited liability company which own certain of  the
facilities  that are used in connection with the Company's  vertically
integrated  hog production.  These arrangements are accounted  for  as
operating  leases.  At March 30, 2002, the total amount of unamortized
costs  representing fixed asset values and the underlying  outstanding
debt under these Facility Agreements was approximately $185.0 million.
These  hog  production  facilities produce approximately  45%  of  the
Company   owned  hogs  processed  at  the  plant.   In  August   2002,
$130.0  million of the underlying bank facility in one of the  limited
partnerships  for  certain properties expires.  The Company  currently
has not determined if it will request the limited partnership to renew
the  bank  facility or refinance in a new bank facility  in  order  to
permit  the current arrangement to be continued.  If the bank facility
is neither renewed nor replaced, the Company may exercise its right to
purchase  the assets from the limited partnership ($122.6  million  at
March  30,  2002) or the limited partnership may attempt to  sell  the
properties  to a third party with which the Company may enter  into  a
grower arrangement.  Currently, management believes that it will  have
sufficient liquidity and financing capacity to accomplish any  of  the
alternatives.

In  addition  to  the  Pork  segment  expansion  plans  and  potential
financing  requirements  related to assets under  Facility  Agreements
discussed above, the Company's Senior Notes continue to mature through
2007.   Management believes that the Company's current combination  of
liquidity,  capital  resources  and  borrowing  capabilities  will  be
adequate  for its existing operations during fiscal 2002.   Management
is  evaluating various alternatives for future financings  to  provide
adequate  liquidity for the Company's future operating  and  expansion
plans.    In   addition,  management  intends  to   continue   seeking
opportunities for expansion in the industries in which it operates.


RESULTS OF OPERATIONS

Net  sales for the three months ended March 30, 2002 increased by $7.7
million  compared to the three months ended March 31, 2001.  Operating
income decreased by $1.3 million compared to the same quarter one year
ago.   Results  of operations for interim periods are not  necessarily
indicative of results to be expected for a full year.


Pork Segment
                                         Three Months Ended
                                      March 30,      March 31,
(Dollars in millions)                    2002           2001

Net sales                             $ 171.1          181.9
Operating income                      $   2.5           11.8

Net  sales  for the Pork segment decreased $10.8 million in the  first
quarter of 2002 compared to the first quarter of 2001 as a result of a
lower  pork  prices.   Reduced world-wide meat  supplies  during  2001
contributed  to  higher sales prices for that year.  During  the  last
half  of  the  first  quarter  of 2002, domestic  meat  supplies  have
increased,  causing  increased competition resulting  in  lower  sales
prices.

Operating  income for the Pork segment decreased $9.3 million  in  the
first  quarter of 2002 compared to the first quarter of 2001 primarily
as  the result of lower sales prices discussed above, partially offset
by  a  decrease in cost of third party hogs.  While unable to  predict
future market prices, management does anticipate that operating income
for  the  remainder  of 2002 will be significantly  lower  than  2001.
Future results may also be adversely affected by the pending U.S. Farm
Bill  as  further  discussed in Note 4 to the  Condensed  Consolidated
Financial Statements.


Commodity Trading and Milling Segment
                                         Three Months Ended
                                      March 30,      March 31,
(Dollars in millions)                    2002           2001

Net sales                             $ 147.5          116.2
Operating income                      $   6.7            0.3
Loss from foreign affiliates          $  (1.2)          (0.6)

Net  sales  for  the  Commodity Trading and Milling segment  increased
$31.3  million  in  the first quarter of 2002 compared  to  the  first
quarter  of  2001.   The  increase is primarily  a  result  of  higher
commodity  prices  and increased milling revenues.   Milling  revenues
have   increased   primarily  as  a  result  of  favorable   operating
environments in certain foreign locations, which have allowed mills in
those locations to increase production levels.

Operating income for this segment increased $6.4 million in the  first
quarter  of  2002  compared to the first quarter of  2001.   Operating
income   increased  primarily  from  realized  derivative   gains   of
$3.2  million related to commodity contracts, increased production  at
certain  foreign milling operations, and, to a lesser extent, a  lower
provision  for  bad  debts.  During the 2001  quarter,  the  commodity
contracts  were  treated as fair value hedges  with  minimal  earnings
impact.   While the Company believes its commodity futures and options
are  economic  hedges  of  its  firm  purchase  and  sales  contracts,
beginning in the fourth quarter of 2001, the Company discontinued  the
extensive   record-keeping   required   to   account   for   commodity
transactions  as fair value hedges.  As a result, during  2002,  while
the  derivative contracts have been marked-to-market through  cost  of
goods sold, the related, offsetting change in market value of the firm
commitments  have not been recognized.  Accordingly, the Company  will
recognize  decreased  operating income in future quarters  related  to
these contracts based on current market values.  As of March 30, 2002,
the  total  fair value of open commodity positions was  $2.0  million.
Due  to  the  nature of this segment's operations and its exposure  to
foreign  political and economic situations, management  is  unable  to
predict future sales and operating results.

Loss  from  foreign affiliates increased $0.6 million primarily  as  a
result  of  increased losses at a certain African  milling  operation.
Based  on  current political and economic situations in the  countries
the  flour and feed mills operate, management anticipates losses  from
foreign affiliates to continue for the remainder of 2002.


Marine Segment
                                         Three Months Ended
                                      March 30,      March 31,
(Dollars in millions)                    2002           2001

Net sales                             $  90.8           89.9
Operating income                      $   3.6            4.7

Net  sales for the Marine segment increased $0.9 million in the  first
quarter  of 2002 compared to the first quarter of 2001.  This increase
primarily  reflects increased cargo volume to certain  markets  mostly
offset by a decrease in average cargo rates compared to the prior year
average.   In  March  2002,  the Company experienced  declining  cargo
volumes  in  certain  South American markets as the  result  of  local
political instability in that region.

Operating income for the Marine segment decreased $1.1 million in  the
first quarter of 2002 compared to the first quarter of 2001, primarily
reflecting  the  lower  margins due to  declining  cargo  rates.   The
duration and extent of political instability in certain South American
countries  will  continue  to  affect  results.   Although  Management
expects operating results for this segment to remain profitable during
2002,  with  the political instability of certain markets and  reduced
rates  throughout  the  Caribbean region,  operating  income  for  the
remainder of 2002 is expected to be lower than 2001.


Sugar and Citrus Segment
                                         Three Months Ended
                                      March 30,      March 31,
(Dollars in millions)                    2002           2001

Net sales                             $  14.7           20.4
Operating income                      $   3.1            1.0

Net sales for the Sugar and Citrus segment decreased $5.7 million from
the  first quarter of 2001 primarily reflecting the devaluation of the
Argentine  peso,  discussed below, partially offset  by  higher  sales
prices  for sugar.  Operating income increased $2.1 million reflecting
the  improved sales prices and certain lower operating costs.  At this
time,  management  is  not  able to predict future  sugar  prices  and
operating  income for the remainder of 2002 in light of the events  in
Argentina discussed below.

As  discussed in Note 2 to the Consolidated Financial Statements,  the
functional  currency  of the Sugar and Citrus segment,  the  Argentine
peso,  continues to devalue compared to the U.S. dollar, resulting  in
material  currency translation losses.  Operating income, as discussed
above,   does  not  include  the  effects  of  the  material  currency
translation  losses  on shareholders' equity  or  net  earnings.   The
economy  of  Argentina has been severely, negatively impacted  by  the
devaluation and continuing recession.  Currently, management has  been
able  to increase the peso prices for sugar more than peso costs  have
increased,  resulting in improved operating income in  terms  of  U.S.
dollars.    However,  as  a  result  of  the  economic   turmoil   and
uncertainty,  it  is not possible for management to  predict  if  this
trend will continue or if costs will begin to increase more than sugar
prices in the coming months.


Power Segment
                                         Three Months Ended
                                      March 30,      March 31,
(Dollars in millions)                    2002           2001

Net sales                             $  12.2           17.0
Operating income                      $   1.6            3.3

Net  sales  for the Power segment decreased $4.8 million in the  first
quarter of 2002 compared to the first quarter of 2001 reflecting lower
market  rates in the spot market.  Through the third quarter of  2001,
all  sales  from this division were made under contract to the  state-
owned  electric company.  That contract was rescinded during September
2001  and the Company began selling power at market rates on the  spot
market.    These  market  rates  have  decreased  during  the  quarter
reflecting, in part, lower average fuel costs, a component of pricing.

Operating income decreased $1.7 million for the first quarter of  2002
compared  to the first quarter of 2001 primarily reflecting the  lower
market  rates  and additional transmission fees, partially  offset  by
lower  operating  expenses.  While management is not able  to  predict
future  market rates, it is anticipated that operating income will  be
lower for the remainder of 2002 compared to 2001.


All Other
                                         Three Months Ended
                                       March 30,     March 31,
(Dollars in millions)                    2002           2001

Net sales                             $    6.6           9.9
Operating loss                        $   (0.5)         (1.8)
Loss from foreign affiliates          $   (0.9)            -

Net  sales  for  all  other  businesses  decreased  $3.3  million  and
operating  loss  decreased $1.3 million in the first quarter  of  2002
compared  to the first quarter of 2001.  These decreases are primarily
the  result of the Produce division's decision to cease shrimp, pickle
and  pepper  farming  operations  in Honduras.   Management  currently
anticipates  improved  operating results for  the  remainder  of  2002
compared  to  2001.   Management has evaluated the  recoverability  of
those  long-lived  farming assets at December 31, 2001,  believes  the
value  is presently recoverable, and is currently considering  various
strategic alternatives for those assets.  However, the final  decision
regarding   the  alternatives,  or  continued  losses  from   existing
operations, could result in the carrying values not being recoverable,
and  could  result in a material charge to earnings for the impairment
of those assets.

The  loss from foreign affiliates during 2002 represents the Company's
share  of losses from an equity method investment in a Bulgarian  wine
business.  The equity in losses from that investment began during  the
second  quarter of 2001.  Management currently anticipates  continuing
losses for the remainder of 2002.


Selling, General and Administrative Expenses

Selling,   general   and  administrative  (SG&A)  expenses   decreased
$4.4  million to $26.3 million for the first quarter of 2002  compared
to  the first quarter of 2001.  The decrease primarily reflects  lower
operating  costs  for  the  Sugar and Citrus  segment,  including  the
effects   of  the  Argentine  peso  devaluation  on  peso  denominated
expenses,  reduced operating expenses in the Power division and  lower
provision for bad debts in the Commodity Trading and Milling division.
As  a  percentage  of revenues, SG&A decreased to 5.9%  in  the  first
quarter of 2002 from 7.1% in the first quarter of 2001, primarily  due
to increased revenues in the Commodity Trading and Milling segment and
the reduced SG&A expenses in the segments discussed above.


Interest Expense

Interest expense decreased $2.5 million in the first quarter  of  2002
compared  to  the first quarter of 2001.  The decrease is primarily  a
result of a lower average level of short-term and long-term borrowings
outstanding  during the 2002, and, to a lesser extent,  lower  average
interest rates.


Interest Income

Interest  income decreased $0.6 million in the first quarter  of  2002
compared  to  the  first  quarter  of 2001  reflecting  lower  average
interest rates during 2002 and a reduction in average funds invested.


Foreign Currency Losses

Foreign  currency  losses  increased to $5.4  million  for  the  first
quarter  of  2002 compared with $0.4 million for the  same  period  in
2001.   The  losses during 2002 primarily reflect the  Argentine  peso
devaluation  effect  on  dollar denominated  net  liabilities  of  the
Company's  Argentine  subsidiary.  See  Note  2  to  the  Consolidated
Financial Statements for additional discussion of the devaluation.  As
a  result  of  the  continuing  economic uncertainties  in  Argentina,
management  is  unable  to predict the future extent  of  any  further
devaluation of the Argentine peso.


Income Tax Expense

The  effective  tax  rate  decreased  during  2002  compared  to  2001
primarily  as  the  result of increased permanently  deferred  foreign
earnings and lower domestic taxable income.


Other Financial Information

The  Financial Accounting Standards Board (FASB) has issued  SFAS  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  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  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 the hog lagoons it is legally obligated to close.
Accordingly,  the  Company  is  performing  detailed  assessments  and
obtaining  the  appraisals required to estimate the future  retirement
costs.  Although these costs could change by the date of adoption,  it
is  currently  estimated  that the Company will  record  a  cumulative
effect  of  approximately $2.1 million as a  charge  to  earnings,  an
increase  in  net  fixed assets of $2.9 million  and  a  liability  of
$5.0  million for this change in accounting principle at the  date  of
adoption.  Currently, the Company plans to adopt this statement during
the  first quarter of fiscal 2003.  During 2003, the Company currently
estimates  the  total accretion of the liability and  depreciation  of
fixed assets to increase cost of sales by approximately $0.5 million.

In  February  2002, the Company began a tender offer in  Argentina  to
purchase  the  remaining outstanding shares of its  sugar  and  citrus
subsidiary,  Tabacal,  not currently owned by  the  Company.   If  the
Company  is  successful  in  completing  this  transaction,  it  would
increase  shareholders'  equity  by  approximately  $46.3  million  by
reducing its deferred tax liability.  This benefit would be recognized
by  reducing other accumulated comprehensive loss and recording a  tax
benefit  in  the Consolidated Statement of Earnings for  2002.   As  a
result  of  the current economic and political situation in Argentina,
the  Company  is not yet certain that it will be able to complete  the
remaining  required  legal actions.  See Note 4  to  the  Consolidated
Financial Statements for further discussion.



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.  Changes in the  exchange  rate
for  the  Argentine  peso  affect the valuation  of  foreign  currency
denominated net assets of the Company's Argentine subsidiary  and  net
earnings  for  the  impact of the change on that  subsidiary's  dollar
denominated  net  liabilities.   The Company's  market  risk  exposure
related  to these items has not changed materially since December  31,
2001.


SEABOARD CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On  March 29, 2002, the EPA issued an Amended Emergency Administrative
Order  (the  "SDWA Order"), pursuant to Section 1431(a)  of  the  Safe
Drinking Water Act, 42 U.S.C. Sec. 300i(a) ( the "SDWA"), against  the
Company's subsidiary, Seaboard Farms, Inc. ("Seaboard Farms"), Shawnee
Funding  Limited Partnership and PIC USA, Inc. ("PIC")  (collectively,
"Respondents").  The SDWA Order was issued after the negotiation of  a
settlement agreement with EPA and supercedes the similar order  issued
June  7,  2001.   Pursuant  to  this settlement  agreement,  upon  the
issuance of the SDWA Order, EPA and Respondents agreed to dismiss  the
litigation  Respondents had commenced in the United  States  Court  of
Appeals for the Tenth Circuit challenging the June 7, 2001 order.  The
SDWA  Order  relates to five swine farms located in Major  County  and
Kingfisher County, Oklahoma and alleges that Respondents have violated
the  SDWA  through  the introduction of a contaminant  (nitrate)  into
groundwater which may create an imminent and substantial risk of  harm
from  contamination  of  domestic  wells.   Respondents  disputed  the
allegations  of the SDWA Order, but determined that it would  be  more
cost  effective to negotiate the terms of an order than  to  challenge
it.   Pursuant  to  the  SDWA Order, Respondents must  sample  certain
domestic  wells and provide alternative water supplies  for  users  of
certain  wells until investigations reveal that the wells are safe  or
that the swine farms are not the source of elevated nitrates.  In  the
event the Respondents fail to comply with the SDWA Order, the EPA  may
commence a civil action and can seek a civil penalty of up to  $15,000
per  day, per violation.  Seaboard is receiving indemnity and  defense
of the SDWA Order from PIC.

On  April  2, 2002, the United States Environmental Protection  Agency
("EPA")  sent to the Company's subsidiary, Seaboard Farms, and Mission
Funding, LLC ("Mission) a letter pursuant to the Clean Air Act ("CAA")
requiring  Seaboard  Farms and Mission to install and  use  monitoring
equipment  to  sample emissions at certain hog confinement  facilities
for purposes of determining whether these operations are in compliance
with  the CAA.  The EPA is requiring monitoring at specific facilities
and  requesting that Seaboard Farms and Mission determine whether  the
results  therefrom  can  be reasonably extrapolated  to  estimate  the
emissions  for  all other farms operated by Seaboard Farms.   If  not,
Seaboard  Farms  and  Mission must list all  unrepresented  farms  and
either  monitor  those  farms  or  identify  other  farms  from  which
monitoring  can  be  extrapolated to estimate  their  emissions.   The
letter also requires that Seaboard Farms and Mission submit a plan and
protocol  for  testing for emissions of particulate  matter,  volatile
organic compounds and hydrogen sulfide.

The  Company  believes  that  EPA's  demand  is  beyond  the  Agency's
authority pursuant to the CAA because the monitoring program  demanded
by  EPA  (a) is not reasonably required to determine whether  Seaboard
Farms'  and Mission's facilities are in compliance with the  CAA,  and
(b)  imposes  monitoring methods that EPA has admitted are unreliable.
Seaboard  Farms has undertaken a technical study to determine  whether
its  hog  operations  are in compliance with the  CAA,  including  any
applicable State Implementation Plan.  Seaboard Farms intends to  have
discussions with EPA regarding a reasonable way to make the compliance
determination demanded by EPA's letter.  Pursuant to the CAA,  if  EPA
is  within its authority to require the monitoring and Seaboard  Farms
and  Mission  do not comply, the EPA can bring a suit to  enforce  the
provisions of the letter, and if it is determined that EPA  is  within
its  authority, the court can impose a civil penalty of up to  $27,500
per  violation, per day of non-compliance, and may obtain  appropriate
injunctive relief.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     3.2  Registrant's Bylaws, as amended.

(b)  Reports  on  Form 8-K.  On January 16, 2002 the Company  filed  a
     report  on  Form  8-K,  dated January 11,  2002,  disclosing  the
     effects of the Argentine peso devaluation on the Company's  Sugar
     and  Citrus segment located in Argentina.  Further discussion  is
     included  in  Note  2  to  the Condensed  Consolidated  Financial
     Statements.

This  Form 10-Q contains forward-looking statements within the meaning
of  the  Private Securities Litigation Reform Act of 1995,  which  may
include statements concerning projection of revenues, income or  loss,
capital  expenditures,  capital structure or  other  financial  items,
statements regarding the plans and objectives of management for future
operations,  statements of future economic performance, statements  of
the  assumptions  underlying  or relating  to  any  of  the  foregoing
statements  and  other statements which are other than  statements  of
historical  fact.  These statements appear in a number  of  places  in
this  Report  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 devaluation of
the  Argentine  peso,  (vii)  the effect of  changes  to  the  produce
division  operations on the consolidated financial statements  of  the
Company, (viii) the potential effect of the proposed U.S. Farm Bill on
the  Company's  Pork Division, (ix) the potential  impact  of  various
environmental actions pending or threatened against the Company or (x)
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, including without limitation the information under the
headings  "Management's Discussion and Analysis of Financial Condition
and  Results of Operations," identifies important factors which  could
cause such differences.




                              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:  April 25, 2002

                           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>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>bylaws.txt
<DESCRIPTION>REGISTRANT'S BYLAWS, AS AMENDED
<TEXT>




                      SEABOARD CORPORATION

                        RESTATED BY-LAWS


                             OFFICES

          1.   The principal office shall be in the City of Wilmington,
County  of  New Castle, State of Delaware, and the  name  of  the
resident  agent  in  charge  thereof  is  The  Corporation  Trust
Company.

          2.   The corporation may also have an office in Chestnut Hill,
Massachusetts, and also offices at such other places as the board
of  directors may from time to time determine or the business  of
the corporation may require.

                     STOCKHOLDERS' MEETINGS

          3.   All meetings of the stockholders for the election of
directors  shall  be held in the City of Boston, Commonwealth  of
Massachusetts, at such place as may be fixed from time to time by
the  board of directors, or at such other place either within  or
without the State of Delaware as shall be designated from time to
time  by the board of directors and stated in the notice  of  the
meeting.  Meetings of stockholders for any other purpose  may  be
held  at  such  time and place, within or without  the  State  of
Delaware,  as shall be stated in the notice of the meeting  or  a
duly executed waiver of notice thereof.

          4.   An annual meeting of Stockholders, commencing with the year
2002,  shall be held on the fourth Monday of April in each  year,
if  not a legal holiday, and if a legal holiday, then on the next
secular day following, at 10:00 a.m., or such other date and time
as  the  Board of Directors shall approve, at which  meeting  the
Board  of  Directors  shall  elect,  by  a  majority  vote,   the
President,  Treasurer  and Secretary,  and  transact  such  other
business as may be properly brought before the meeting.

          5.   Written notice of the annual meeting shall be served upon or
mailed  to  each  stockholder entitled to vote  thereat  at  such
address as appears on the books of the corporation, at least  ten
days prior to the meeting.

          6.   At least ten days before every election of directors, a
complete  list  of  the stockholders entitled  to  vote  at  said
election,  arranged in alphabetical order, with the residence  of
each  and  the  number of voting shares held by  each,  shall  be
prepared by the secretary.  Such list shall be open at the  place
where  the  election  is to be held for said  ten  days,  to  the
examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and
subject to the inspection of any stockholder who may be present.

          7.   Special meetings of the stockholders for any purpose or
purposes,  unless  otherwise prescribed  by  statute  or  by  the
certificate of incorporation, may be called by the president  and
shall  be called by the president or secretary at the request  in
writing  of  a  majority of the board of  directors,  or  at  the
request  in writing of three (3) or more stockholders  owning  in
amount  one  tenth of the entire capital stock of the corporation
issued and outstanding and entitled to vote.  Such request  shall
state the purpose or purposes of the proposed meeting.

          8.   Written notice of a special meeting of stockholders, stating
the  time and place and object thereof, shall be served  upon  or
mailed  to  each  stockholder entitled to vote  thereat  at  such
address as appears on the books of the corporation, at least  ten
days before such meeting.

          9.   Business transacted at all special meetings shall be
confined to the objects stated in the call.

          10.  The holders of a majority in amount of the stock issued and
outstanding  and entitled to vote thereat, present in  person  or
represented  by proxy, shall be requisite and shall constitute  a
quorum at all meetings of the stockholders for the transaction of
business  except  as  otherwise  provided  by  statute,  by   the
certificate  of incorporation or by these by-laws.  If,  however,
such quorum shall not be present or represented at any meeting of
the  stockholders, the stockholders, entitled  to  vote  thereat,
present  in person or represented by proxy, shall have  power  to
adjourn the meeting from time to time, without notice other  than
announcement at the meeting, until a quorum shall be  present  or
represented.   At such adjourned meeting at which a quorum  shall
be  present  or represented any business may be transacted  which
might have been transacted at the meeting as originally notified.

          11.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in
person  or represented by proxy shall decide any question brought
before  such  meeting, unless the question is one upon  which  by
express  provision  of  the statutes or  of  the  certificate  of
incorporation or of these by-laws, a different vote  is  required
in which case such express provision shall govern and control the
decision of such question.

          12.  At any meeting of the stockholders every stockholder having
the  right  to  vote shall be entitled to vote in person,  or  by
proxy  appointed by an instrument in writing subscribed  by  such
stockholder and bearing a date not more than six months prior  to
said  meeting,  unless  said instrument  provides  for  a  longer
period.   Each stockholder shall have one vote for each share  of
stock having voting power, registered in his name on the books of
the  corporation,  and  except where the transfer  books  of  the
corporation  shall  have been closed or a date  shall  have  been
fixed  as a record date for the determination of its stockholders
entitled  to  vote, no share of stock shall be voted  on  at  any
election  of directors which shall have been transferred  on  the
books  of the corporation within twenty days next preceding  such
election of directors.

          13.  Whenever the vote of stockholders at a meeting thereof is
required  or  permitted  to  be  taken  in  connection  with  any
corporate  action  by any provisions of the statutes  or  of  the
certificate of incorporation or of these by-laws, the meeting and
vote   of  stockholders  may  be  dispensed  with,  if  all   the
stockholders who would have been entitled to vote upon the action
if  such  meeting  were held, shall consent in  writing  to  such
corporate action being taken.

                            DIRECTORS

          14.  The number of directors of the corporation constituting the
full  board of directors shall be no less than three (3)  and  no
more than fifteen (15), the exact number to be determined by  the
Board  of  Directors  from time to time.   Within  the  foregoing
limits,  between elections by stockholders the board of directors
may change the number of directors constituting the full board of
directors.    Directors   need  not  be   stockholders   of   the
corporation.  Each director, including a director elected to fill
a  vacancy, shall hold office until his successor has  been  duly
elected  and  qualified unless he sooner shall have  resigned  or
been removed from office.

          15.  The directors may hold their meetings and keep the books of
the  corporation, except the original or duplicate stock  ledger,
outside of Delaware, at the office of the corporation in Chestnut
Hill,  Massachusetts, or at such other places as  they  may  from
time to time determine.

          16.  A vacancy or newly created directorship, as the case may be,
shall be deemed to exist in the Board of Directors in case of the
death, resignation, disqualification, or removal of any director,
or  if the authorized number of directors is increased, or if the
stockholders  fail  at  any  meeting  of  stockholders  at  which
directors  are to be elected to elect the full authorized  number
of  directors to be elected at that meeting.  Vacancies and newly
created directorships in the board of directors may be filled  by
a  majority  of  the  remaining directors, though  fewer  than  a
quorum, or by a sole remaining director.  Upon the resignation of
one or more directors from the board of directors to be effective
at  a  future date, a majority of the directors then  in  office,
including  those who have so resigned, shall have  the  power  to
fill  such vacancy or vacancies, the vote thereon to take  effect
when  such  resignation  or resignations  become  effective.   No
reduction  of the authorized number of directors shall  have  the
effect  of removing any director prior to the expiration  of  his
term  of  office; provided, however, that such director,  or  the
entire  board of directors, may be removed from office,  with  or
without  cause,  by  the  holders of a majority  of  shares  then
entitled to vote at an election of directors.

          17.  The property and business of the corporation shall be
managed  by  its board of directors which may exercise  all  such
powers  of the corporation and do all such lawful acts and things
as  are not by statute or by the certificate of incorporation  or
by  these by-laws directed or required to be exercised or done by
the stockholders.

                     COMMITTEES OF DIRECTORS

          18.  The board of directors may, by vote of a majority of their
entire number, elect from their own number an executive committee
of  not less than three (3) nor more than five (5) members, which
committee  may be vested with the management of the  current  and
ordinary  business of the corporation, including the  declaration
of dividends, the fixing and altering of the powers and duties of
the  several officers and agents of the corporation, the election
of  additional officers and agents, and the filling of  vacancies
other than in the board of directors, and with power to authorize
purchases,  sales, contracts, offers, conveyances, transfers  and
negotiable  instruments.  A majority of the  executive  committee
shall  constitute a quorum for the transaction of business but  a
less  number may adjourn any meeting from time to time,  and  the
meeting  may  be held as adjourned without further  notice.   The
executive committee may make rules not inconsistent herewith  for
the holding and conduct of its meetings.

          19.  The board of directors may, by resolution or resolutions
passed  by  a  majority  of  the  whole  board,  designate  other
committees, each committee to consist of two (2) or more  of  the
directors  of  the corporation, which to the extent  provided  in
said  resolution or resolutions, shall have and may exercise  the
powers  of  the  board  of directors in  the  management  of  the
business  and affairs of the corporation, and may have  power  to
authorize the seal of the corporation to be affixed to all papers
which  may  require it.  Such committee or committees shall  have
such  name  or names as may be determined from time  to  time  by
resolution adopted by the board of directors.

          20.  All committees shall keep their regular minutes of their
proceedings  and  report the same to the board,  who  shall  have
power  to  rescind any vote or resolution passed by any committee
but no such rescission shall have retroactive effect.

                    COMPENSATION OF DIRECTORS

          21.  Directors, as such, shall not receive any stated salary for
their  services, but, by resolution of the board a fixed sum  and
expenses of attendance, if any, may be allowed for attendance  at
each  regular  or  special meeting of the  board;  provided  that
nothing  herein  contained  shall be construed  to  preclude  any
director  from serving the corporation in any other capacity  and
receiving compensation therefor.

          22.  Members of Executive or other committees may be allowed like
compensation for attending committee meetings.

                      MEETINGS OF THE BOARD

          23.  The first meeting of each newly elected board shall be held
at  such  time  and place either within or without the  State  of
Delaware as shall be fixed by the vote of the stockholders at the
annual  meeting and no notice of such meeting shall be  necessary
to the newly elected directors in order legally to constitute the
meeting  provided a quorum shall be present, or they may meet  at
such  place and time as shall be fixed by the consent in  writing
of all the directors.

          24.  Regular meetings of the board may be held without notice at
such  time  and  place  either within or  without  the  State  of
Delaware as shall from time to time be determined by the board.

          25.  Special meetings of the board may be called by the president
on two (2) days' notice to each director, either personally or by
mail  or  by  telegram; special meetings shall be called  by  the
president or secretary in like manner and on like notice  on  the
written request of two (2) directors.

          26.  At all meetings of the board a majority of the entire board
shall be necessary and sufficient to constitute a quorum for  the
transaction  of  business  and the  act  of  a  majority  of  the
directors present at any meeting at which there is a quorum shall
be  the act of the board of directors, except as may be otherwise
specifically  provided  by  statute  or  by  the  certificate  of
incorporation  or  by these by-laws.  If a quorum  shall  not  be
present at any meeting of directors the directors present thereat
may  adjourn  the meeting from time to time without notice  other
than  announcement  at  the meeting,  until  a  quorum  shall  be
present.

          27.  No notice of directors' meeting shall be necessary if all
directors are present or waive notice of the meeting.

                             NOTICES

          28.  Whenever under the provisions of the statutes or of the
certificate  of  incorporation or of  these  by-laws,  notice  is
required to be given to any director or stockholder, it shall not
be  construed  to mean personal notice, but such  notice  may  be
given  in  writing, by mail, by depositing the  same  in  a  post
office or letter box, in a post-paid sealed wrapper, addressed to
such  director or stockholder at such address as appears  on  the
books  of  the corporation, or, in default of other  address,  to
such  director or stockholder at the General Post Office  in  the
City of Wilmington, Delaware, and such notice shall be deemed  to
be given at the time when the same shall be thus mailed.

          29.  Whenever any notice is required to be given under the
provisions   of   the   statutes  or  of   the   certificate   of
incorporation, or of these by-laws, a waiver thereof  in  writing
signed  by the person or persons entitled to said notice, whether
before  or  after  the  time  stated  therein,  shall  be  deemed
equivalent thereto.

                            OFFICERS

          30.  The officers of the corporation shall be chosen by the
directors  and shall be a president, a secretary and a treasurer.
Two  or more offices may be held by the same person, except  that
where the offices of president and secretary are held by the same
person, such person shall not hold any other office.

          31.  The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president from  its
members,  a  secretary and a treasurer, none of whom  need  be  a
member of the board.

          32.  The board of directors or Executive Committee may appoint
such  other  officers and agents as it shall deem necessary,  who
shall  hold their offices for such terms and shall exercise  such
powers  and perform such duties as shall be determined from  time
to time by the board or Executive Committee.

          33.  The Board of Directors shall have authority (i) to fix the
compensation, whether in the form of salary, bonus, stock options
or  otherwise, of all officers and employees of the  Corporation,
either  specifically  or  by  formula  applicable  to  particular
classes  of officers or employees; and (ii) to authorize officers
of  the  Corporation to fix the compensation of officers  of  the
Corporation  who  are  not  "named  executive  officers"  of  the
Corporation  within  the meaning of Item 402  of  Regulation  S-K
promulgated  under the Securities Act of 1933 and the  Securities
Exchange  Act  of  1934.   The  Board  of  Directors  shall  have
authority to appoint a Compensation Committee and may delegate to
such   committee  any  or  all  of  its  authority  relating   to
compensation.  The appointment of an officer shall not create any
employment or contract rights in that officer.

          34.  The officers of the corporation shall hold office until
their  successors  are chosen and qualify in  their  stead.   Any
officer  elected  or appointed by the board of directors  may  be
removed at any time by the affirmative vote of a majority of  the
whole  board of directors.  If the office of any officer  becomes
vacant  for any reason, the vacancy shall be filled by the  board
of directors.

                          THE PRESIDENT

          35.  The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders
and  directors,  shall  be ex oficio a  member  of  all  standing
committees,  shall  have  general and active  management  of  the
business  of the corporation, and shall see that all  orders  and
resolutions of the board are carried into effect.

          36.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where
required  or permitted by law to be otherwise signed and executed
and  except  where  the signing and execution  thereof  shall  be
expressly  delegated  by  the board of directors  to  some  other
officer or agent of the corporation.

                        VICE-PRESIDENTS

          37.  Any vice-presidents in the order of their seniority shall,
in the absence or disability of the president, perform the duties
and  exercise the powers of the president, and shall perform such
other  duties  as  the board of directors or Executive  Committee
shall prescribe.

             THE SECRETARY AND ASSISTANT SECRETARIES

          38.  The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes
of  all  proceedings in a book to be kept for  that  purpose  and
shall  perform  like  duties  for the  standing  committees  when
required.   He  shall give, or cause to be given, notice  of  all
meetings of the stockholders and special meetings of the board of
directors,  and  shall  perform  such  other  duties  as  may  be
prescribed  by the board of directors or president,  under  whose
supervision he shall be.  He shall keep in safe custody the  seal
of  the corporation and, when authorized by the board, affix  the
same  to  any  instrument requiring it and, when so  affixed,  it
shall  be  attested by his signature or by the signature  of  the
treasurer or an assistant secretary.

          39.  Any assistant secretaries in order of their seniority shall,
in the absence or disability of the secretary, perform the duties
and  exercise the powers of the secretary and shall perform  such
other  duties  as  the board of directors or Executive  Committee
shall prescribe.

             THE TREASURER AND ASSISTANT TREASURERS

          40.  The Treasurer shall have the custody of the corporate funds
and  securities  and  shall keep full and  accurate  accounts  of
receipts  and disbursements in books belonging to the corporation
and  shall deposit all moneys and other valuable effects  in  the
name and to the credit of the corporation in such depositories as
may be designated by the board of directors.

          41.  He shall disburse the funds of the corporation as may be
ordered  by  the  board,  or Executive Committee,  taking  proper
vouchers  for  such  disbursements,  and  shall  render  to   the
president and directors, at the regular meetings of the board, or
whenever  they may require it, an account of all his transactions
as treasurer and of the financial condition of the corporation.

          42.  If required by the board of directors, he shall give the
corporation  a bond (which shall be renewed every six  years)  in
such   sum  and  with  such  surety  or  sureties  as  shall   be
satisfactory  to  the board for the faithful performance  of  the
duties  of his office and for the restoration to the corporation,
in  case  of his death, resignation, retirement, or removal  from
office,  of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the corporation.

          43.  Any assistant treasurers in the order of their seniority
shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform
such  other  duties  as  the  board  of  directors  or  Executive
Committee shall prescribe.

                      CERTIFICATES OF STOCK

          44.  The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation  as
they are issued.  They shall exhibit the holder's name and number
of shares and shall be signed by the president and the treasurer.
If  any stock certificate is signed (i) by a transfer agent or an
assistant  transfer agent or (ii) by a transfer clerk  acting  on
behalf  of the corporation and a registrar, the signature of  any
such officer may be facsimile.

                       TRANSFERS OF STOCK

          45.  Upon surrender to the corporation or any transfer agent of
the  corporation  of a certificate for shares  duly  endorsed  or
accompanied  by  proper  evidence of  succession,  assignment  or
authority to transfer, it shall be the duty of the corporation to
issue  a  new certificate to the person entitled thereto,  cancel
the old certificate and record the transaction upon its books.

                    CLOSING OF TRANSFER BOOKS

          46.  The board of directors shall have power to close the stock
transfer  books  of  the corporation for a period  not  exceeding
fifty  days preceding the date of any meeting of stockholders  or
the  date  for  payment  of any dividend  or  the  date  for  the
allotment of rights or the date when any change or conversion  or
exchange of capital stock shall go into effect or for a period of
not exceeding fifty days in connection with obtaining the consent
of  stockholders for any purpose; provided, however, that in lieu
of  closing the stock transfer books as aforesaid, the  board  of
directors  may  fix in advance a date, not exceeding  fifty  days
preceding  the date of any meeting of stockholders, or  the  date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange  of
capital stock shall go into effect, or a date in connection  with
obtaining such consent, as a record date for the determination of
the  stockholders entitled to notice of, and to vote at, any such
meeting,  and  any  adjournment thereof, or entitled  to  receive
payment of any such dividend, or to any such allotment of rights,
or  to  exercise  the  rights  in respect  of  any  such  change,
conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders  as
shall  be  stockholders of record on the date so fixed  shall  be
entitled to such notice of, and to vote at, such meeting and  any
adjournment  thereof, or to receive payment of such dividend,  or
to  receive such allotment of rights, or to exercise such rights,
or  to give such consent, as the case may be, notwithstanding any
transfer  of any stock on the books of the corporation after  any
such record date fixed as aforesaid.

                     REGISTERED STOCKHOLDERS

          47.  The corporation shall be entitled to treat the holder of
record  of  any  share or shares of stock as the holder  in  fact
thereof  and,  accordingly, shall not be bound to  recognize  any
equitable  or other claim to or interest in such share or  shares
on  the  part of any other person, whether or not it  shall  have
express or other notice thereof, except as otherwise provided  by
the laws of Delaware.

                        LOST CERTIFICATE

          48.  The board of directors or Executive Committee may direct a
new  certificate  or certificates to be issued in  place  of  any
certificate or certificates theretofore issued by the corporation
alleged  to  have  been  lost or destroyed,  upon  making  of  an
affidavit of that fact by the person claiming the certificate  of
stock to be lost or destroyed.  When authorizing such issue of  a
new  certificate  or  certificates, the  board  of  directors  or
Executive  Committee may, in its discretion and  as  a  condition
precedent to the issuance thereof, require the owner of such lost
or   destroyed   certificate  or  certificates,  or   his   legal
representative, to advertise the same in such manner as it  shall
require and/or give the corporation a bond in such sum as it  may
direct  as  indemnity against any claim that may be made  against
the  corporation with respect to the certificate alleged to  have
been lost or destroyed.

                            DIVIDENDS

          49.  Dividends upon the capital stock of the corporation, subject
to  the  provisions of the certificate of incorporation, if  any,
may  be  declared  by the board of directors at  any  regular  or
special meeting, pursuant to law.  Dividends may be paid in cash,
in  property, or in shares of the capital stock, subject  to  the
provisions of the certificate of incorporation.

          50.  Before payment of any dividend, there may be set aside out
of  any funds of the corporation available for dividends such sum
or  sums  as  the directors from time to time, in their  absolute
discretion, think proper as a reserve fund to meet contingencies,
or  for equalizing dividends, or for repairing or maintaining any
property  of  the corporation, or for such other purpose  as  the
directors   shall  think  conducive  to  the  interest   of   the
corporation,  and  the directors may modify or abolish  any  such
reserve in the manner in which it was created.

                   DIRECTORS' ANNUAL STATEMENT

          51.  The board of directors shall present at each annual meeting
and  when  called for by vote of the stockholders at any  special
meeting  of the stockholders, a full and clear statement  of  the
business and condition of the corporation.

                             CHECKS

          52.  All checks or demands for money and notes of the corporation
shall  be signed by such officer or officers or such other person
or  persons as the board of directors or Executive Committee  may
from time to time designate.

                           FISCAL YEAR

          53.  The fiscal year shall be the calendar year, beginning with
the calendar year ending December 31, 1986.

                              SEAL

          54.  The corporate seal shall have inscribed thereon the name of
the  corporation,  the  year of its organization  and  the  words
"Corporate Seal, Delaware".  Said seal may be used by causing  it
or  a  facsimile thereof to be impressed or affixed or reproduced
or otherwise.

                           AMENDMENTS

          55.  These by-laws may be altered or repealed at any regular
meeting  of  the  stockholders or at any special meeting  of  the
stockholders  at  which  a  quorum  is  present  or  represented,
provided notice of the proposed alteration or repeal be contained
in the notice of such special meeting, by the affirmative vote of
a  majority  of  the stock entitled to vote at such  meeting  and
present or represented thereat, or by the affirmative vote  of  a
majority of the board of directors at any regular meeting of  the
board  or  at any special meeting of the board if notice  of  the
proposed alteration or repeal be contained in the notice of  such
special meeting; provided, however, that no change of the time or
place of the meeting for the election of directors shall be  made
within sixty days next before the day on which such meeting is to
be  held,  and that in case of any change of such time or  place,
notice thereof shall be given to each stockholder in person or by
letter  mailed  to  his last known post office address  at  least
twenty days before the meeting is held.

                         INDEMNIFICATION

     56.   Mandatory  Indemnification of Officers and  Directors.
The  Corporation shall indemnify and reimburse each director  and
officer  of the Corporation, and each director and officer  of  a
subsidiary  whose  election or appointment it has  voted  for  or
expressly  approved, who is elected, appointed  or  continued  in
office  after February 22, 1993, for and against all  liabilities
and  expenses  imposed  upon or reasonably  incurred  by  him  in
connection with any action, suit or proceeding in which he may be
involved  or  with which he may be threatened by  reason  of  his
being or having been a director or officer of the Corporation  or
of  a  subsidiary  or his acts and omissions as such  officer  or
director  of  the Corporation or of a subsidiary.  The  right  of
indemnity  and  reimbursement of each such person shall  continue
whether or not he continues to be such director or officer at the
time such liabilities or expense are imposed upon or incurred  by
him and shall include, without being limited to, attorney's fees,
court costs, judgments and compromise settlements.  The right  of
reimbursement for liabilities and expenses so imposed or incurred
shall  include the right to receive such reimbursement in advance
of  the  final disposition of any such action, suit or proceeding
upon  the Corporation's receipt of an undertaking by or on behalf
of  such director or officer to repay such amount if it shall  be
ultimately  determined that he is not entitled to be  indemnified
by the Corporation pursuant to law or this paragraph.

     In  no  case  shall  such indemnification and  reimbursement
cover  (i)  liabilities  or  expenses  imposed  or  incurred   in
connection  with any matter as to which such director or  officer
shall be finally determined in such action, suit or proceeding to
be   liable  by  reason  of  his  having  been  derelict  in  the
performance  of  his  duty  as  such  director  or  officer;   or
(ii)  amounts  paid  to the Corporation or to  a  subsidiary  and
expenses  incurred in connection with the proceeding or claim  on
account  of which such payment is made, unless such reimbursement
is  provided  for in compromise settlement approved in  a  manner
described  in clause (c) next following; or (iii) liabilities  or
expenses imposed or incurred in connection with any matter  which
shall  be settled by compromise (including settlement by  consent
decree  or  judgment) if under such compromise such  director  or
officer  is  required to make any payment, unless such compromise
shall,  after  notice  that it involves  such  reimbursement,  be
approved  as in the best interest of the Corporation by  vote  of
the  board of directors of the Corporation at a meeting in  which
no  director against whom any action, suit or proceeding  on  the
same  or similar grounds is then pending participates, or by vote
or written approval of the holders of a majority of the shares of
stock  of the Corporation then outstanding and entitled to  vote,
for  this purpose not counting as outstanding any shares of stock
held  or  controlled  by  any such director  or  officer  of  the
Corporation  against whom any action, suit or proceeding  on  the
same  or similar grounds is then pending; provided, however, that
no  indemnification shall be made in respect of any claim,  issue
or  matter as to which such a person shall have been adjudged  to
be  liable for negligence or misconduct in the performance of his
or her duty to the Corporation unless and only to the extent that
the  Court of Chancery of the State of Delaware or the  court  in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably entitled to indemnity for such expenses which the
Court  of  Chancery of the State of Delaware or such other  court
shall deem proper.

     The  rights  of  indemnification  and  reimbursement  hereby
provided  shall  not be exclusive of other rights  to  which  any
director  or officer may be entitled.  As used in this  paragraph
the terms "director" and "officer" shall include their respective
heirs, executors and administrators.

     57.  Discretionary Indemnification.

          (a)   Actions By Third Parties.  The Corporation  shall
have  the right, but not the obligation, to indemnify, up to  and
including the full extent set forth in this paragraph, any person
who was or is a party, or is threatened to be made a party to, or
is  otherwise involved in, any pending or completed action,  suit
or   proceeding,  whether  civil,  criminal,  administrative   or
investigative  (other than an action by or in the  right  of  the
Corporation) by reason of the fact that he or she is  or  was  an
employee  or  agent  of the Corporation, or was  serving  at  the
request  of  the  Corporation  as a director,  officer,  partner,
member,  trustee,  employee  or  agent  of  another  corporation,
partnership, joint venture, limited liability company,  trust  or
other enterprise (whether or not for profit) including serving as
Trustee  of an employee benefit plan of the Corporation or  other
entity  described  in  this subparagraph, (whether  or  not  such
employee  benefit  plan  is  governed  by  ERISA),  against   all
liability,   losses,   expenses  (including   attorneys'   fees),
judgments,  fines,  and amounts paid in settlement  actually  and
reasonably incurred by him or her in connection with such action,
suit  or  proceeding if he or she acted in good faith  and  in  a
manner  he or she reasonably believed to be in or not opposed  to
the  best interest of the Corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe
his  or her conduct was unlawful.  The termination of any action,
suit  or  proceeding against any such person by judgment,  order,
settlement, conviction, or upon a plea of nolo contendere or  its
equivalent, shall not, of itself, create a presumption that he or
she  did  not act in good faith and in a manner which he  or  she
reasonably believed to be in or not opposed to the best  interest
of  the Corporation, and, with respect to any criminal action  or
proceeding,  had  reasonable cause to believe  that  his  or  her
conduct was unlawful.

          (b)   Actions by or on Behalf of the Corporation.   The
Corporation may indemnify any person who was or is a party or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he  or
she  is or was an employee or agent of the Corporation, or is  or
was  serving  at  the request of the Corporation as  a  director,
officer,  partner, member, trustee, employee or agent of  another
corporation,   partnership,  joint  venture,  limited   liability
company, trust or other enterprise or entity (whether or not  for
profit) against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the  defense
or  settlement of such action or suit if he or she acted in  good
faith  and in a manner he or she reasonably believed to be in  or
not opposed to the best interests of the Corporation; except that
no  indemnification shall be made in respect of any claim,  issue
or  matter as to which such a person shall have been adjudged  to
be  liable for negligence or misconduct in the performance of his
or her duty to the Corporation unless and only to the extent that
the  Court of Chancery of the State of Delaware or the  court  in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably entitled to indemnify for such expenses which the
Court  of  Chancery of the State of Delaware or such other  court
shall deem proper.

          (c)    Indemnification  for  Expenses   of   Successful
Defense.  To the extent that (i) in the case of actions, suits or
proceedings relating to acts or omissions occurring prior to July
1,  1997,  any  director,  officer,  employee  or  agent  of  the
Corporation; or (ii) in the case of actions, suits or proceedings
relating  to acts or omissions occurring on or after  such  date,
any present or former director or officer of this Corporation  or
of a subsidiary has been successful on the merits or otherwise in
defense  of  any  action,  suit  or  proceeding  referred  to  in
paragraphs  56  or 57(b) of these Bylaws, or in  defense  of  any
claim,  issue  or matter therein, he or she shall be  indemnified
against   expenses  (including  attorneys'  fees)  actually   and
reasonably  incurred  by  him  or her  in  connection  with  such
defense.   The  Corporation shall have the  right,  but  not  the
obligation, to indemnify any person described in paragraphs 57(a)
or  (b)  who  has been successful on the merits or  otherwise  in
defense   of   any   action,  suit  or   proceeding   for   which
indemnification has been provided under paragraphs 57(a) or  (b),
or  in  defense  of  any claim, issue or matter therein,  against
expenses  (including  attorneys' fees)  actually  and  reasonably
incurred by him or her in connection with such defense.

          (d)     Authorization.    Any   indemnification   under
paragraphs 56 or 57 of these Bylaws (unless ordered by  a  court)
shall  be  made  by  the Corporation only as  authorized  in  the
specific  case upon a determination that indemnification  of  the
director, officer, partner, member, trustee, employee or agent is
proper  in  the  circumstances because such person  has  met  the
applicable standard of conduct set forth in paragraphs 56 or  57,
as  the  case  may be.  Such determination shall  be  made,  with
respect  to  a  person  who  is  a director  or  officer  of  the
Corporation at the time of such determination: (i) by a  majority
vote  of the directors who were not parties to such action,  suit
or  proceeding,  even  though less  than  a  quorum;  (ii)  by  a
committee of such directors designated by majority vote  of  such
directors, even though less than a quorum; or (iii) if there  are
no such directors, or if such directors so direct, by independent
legal counsel in written opinion; or (iv) by the stockholders.

          (e)   Expense Advance.  Expenses (including  attorney's
fees) incurred by present or former officers or directors of  the
Corporation  in defending any civil, criminal, administrative  or
investigative  action, suit or proceeding  may  be  paid  by  the
Corporation  in advance of the final disposition of such  action,
suit  or  proceeding as authorized in one of the manners provided
in paragraph 57(d) of these Bylaws upon receipt of an undertaking
by  or on behalf of such person to repay such amount, if it shall
ultimately  be  determined that he or she is not entitled  to  be
indemnified  by  the Corporation as authorized in  these  Bylaws.
Such  expenses  (including attorneys'  fees)  incurred  by  other
employees  or agents of the Corporation may be so paid upon  such
terms   and   conditions,  if  any,  as  the  Corporation   deems
appropriate.

          (f)     Nonexclusivity.    The   indemnification    and
advancement  of  expenses provided by, or  granted  pursuant  to,
these Bylaws shall not be deemed exclusive of any other rights to
which  those  seeking indemnification or advancement of  expenses
may  be  entitled under any statute, by-law, agreement,  vote  of
stockholders or disinterested directors or otherwise, both as  to
action  in  an  official capacity and as  to  action  in  another
capacity while holding such office, and shall continue  as  to  a
person who has ceased to be a director, officer, partner, member,
trustee, employee or agent and shall inure to the benefit of  the
heirs, executors and administrators of such a person.

          (g)   Insurance.  The Corporation shall have  power  to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or
is  or  was  serving  at  the request of  the  Corporation  as  a
director, officer, partner, member, trustee, employee or agent of
another   corporation,   partnership,  joint   venture,   limited
liability company, trust or other enterprise or non-profit entity
against any liability asserted against, and incurred by,  him  or
her in any such capacity, or arising out of his or her status  as
such,  whether  or not the Corporation would have  the  power  to
indemnify such person against such liability under the provisions
of   these  Bylaws  or  Section  145  of  the  Delaware   General
Corporation Law.

          (h)  "The Corporation."  For the purposes of paragraphs
56  or  57 of these Bylaws references to "the Corporation"  shall
include,  in  addition to the resulting corporation and,  to  the
extent  that  the Board of Directors of the resulting corporation
so   decides,   any   constituent  corporation   (including   any
constituent  of  a  constituent) absorbed in a  consolidation  or
merger which, if its separate existence had continued, would have
had  power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director,
officer,  employee or agent of such a constituent corporation  or
is  or was serving at the request of such constituent corporation
as director, officer, partner, member, trustee, employee or agent
of  another  corporation,  partnership,  joint  venture,  limited
liability  company,  trust  or  other  enterprise  or  non-profit
entity, shall stand in the same position under the provisions  of
these   Bylaws  with  respect  to  the  resulting  or   surviving
corporation  as  he or she would have had with  respect  to  such
constituent corporation if its separate existence had continued.

          (i)     Other   Indemnification.    The   Corporation's
obligation, if any, to indemnify any person who was or is serving
at  its request as a director, officer, partner, member, trustee,
employee  or  agent  of another corporation,  partnership,  joint
venture, limited liability company, trust or other enterprise  or
non-profit entity shall be reduced by any amount such person  may
collect   as   indemnification  from  such   other   corporation,
partnership, joint venture, limited liability company,  trust  or
other enterprise or non-profit entity or from insurance.

          (j)  Other Definitions.  For purposes of paragraphs  56
or  57  of  these Bylaws references to "other enterprises"  shall
include  employee  benefit  plans; references  to  "fines"  shall
include any excise taxes assessed on a person with respect to  an
employee benefit plan; and references to "serving at the  request
of  the  Corporation" shall include any service  as  a  director,
officer,  partner,  member, trustee, employee  or  agent  of  the
Corporation  which  imposes duties on, or involves  services  by,
such  director, officer, partner, member, trustee,  employee,  or
agent with respect to an employee benefit plan, its participants,
or  beneficiaries; and a person who acted in good faith and in  a
manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan  shall
be  deemed  to have acted in a manner "not opposed  to  the  best
interests of the Corporation" as referred to in these Bylaws.

          (k)      Continuation    of    Indemnification.     The
indemnification  and  advancement of  expenses  provided  by,  or
granted   pursuant  to,  these  Bylaws  shall,  unless  otherwise
provided when authorized or ratified, continue as to a person who
has  ceased to be a director, officer, officer, partner,  member,
trustee, employee or agent and shall inure to the benefit of  the
heirs, executors and administrators of such a person.

          (l)   Amendment  or Repeal.  Neither the amendment  nor
repeal of paragraphs 56 or 57 of these Bylaws nor the adoption of
any  provision  of the Corporation's Certificate of Incorporation
inconsistent  with  paragraphs 56 or 57  of  these  Bylaws  shall
reduce,  eliminate  or adversely affect any right  or  protection
hereunder  of  any  person in respect  of  any  act  or  omission
occurring prior to the effectiveness of such amendment, repeal or
adoption.




</TEXT>
</DOCUMENT>
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