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<SEC-DOCUMENT>0000088121-02-000009.txt : 20020806
<SEC-HEADER>0000088121-02-000009.hdr.sgml : 20020806
<ACCEPTANCE-DATETIME>20020805171848
ACCESSION NUMBER:		0000088121-02-000009
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020629
FILED AS OF DATE:		20020805

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:		02719891

	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>qtr202e.txt
<DESCRIPTION>2ND 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 June 29,2002

                                      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 July 26, 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)

                                                  June 29,         December 31,
                                                    2002              2001
                                 Assets
  Current assets:
    Cash and cash equivalents                    $    19,868       $    22,997
    Short-term investments                            88,920           126,795
    Receivables, net                                 196,399           187,416
    Inventories                                      186,377           205,345
    Deferred income taxes                             14,897            13,966
    Other current assets                              25,356            36,343
  Total current assets                               531,817           592,862
  Investments in and advances to foreign
    affiliates                                        48,333            52,256
  Net property, plant and equipment                  516,096           556,273
  Other assets                                        30,463            34,201
  Total assets                                   $ 1,126,709       $ 1,235,592

                     Liabilities and Stockholders' Equity
  Current liabilities:
    Notes payable to banks                       $    30,882       $    37,703
    Current maturities of long-term debt              52,030            55,166
    Accounts payable                                  42,990            61,513
    Other current liabilities                        113,726           126,218
  Total current liabilities                          239,628           280,600
  Long-term debt, less current maturities            226,202           255,819
  Deferred income taxes                               79,624           131,957
  Other liabilities                                   34,422            33,946
  Total non-current and deferred liabilities         340,248           421,722
  Minority interest                                    6,610             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             (71,157)          (65,406)
    Retained earnings                                596,678           577,907
  Total stockholders' equity                         540,223           527,203
  Total liabilities and stockholders' equity     $ 1,126,709       $ 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           Six Months Ended
                             June 29,       June 30,    June 29,        June 30,
                             2002           2001        2002            2001

Net sales                $  477,104     $  468,513  $  920,027      $  903,773
Cost of sales and
 operating expenses         436,962        398,720     836,799         785,181
    Gross income             40,142         69,793      83,228         118,592
Selling, general and
 administrative expenses     24,950         30,153      51,282          60,916
    Operating income         15,192         39,640      31,946          57,676

Other income (expense):
 Interest expense            (5,197)        (7,184)    (10,648)        (15,111)
 Interest income              1,487          2,213       3,162           4,522
 Other investment income,
  net                           149         18,711         152          18,600
 Loss from foreign
  affiliates                 (1,236)        (2,423)     (3,327)         (3,046)
 Minority interest             (366)            11        (543)            (16)
 Foreign currency loss, net  (8,582)           (11)    (13,996)           (459)
 Miscellaneous, net          (4,446)         1,732      (3,141)          3,063
    Total other income
     (expense), net         (18,191)        13,049     (28,341)          7,553
    Earnings (loss) before
     income taxes            (2,999)        52,689       3,605          65,229
Income tax benefit
 (expense)                   18,680        (21,170)     16,653         (26,095)
    Net earnings         $   15,681     $   31,519  $   20,258      $   39,134

Earnings per common
 share                   $    10.54     $    21.19  $    13.62      $    26.31
Dividends declared per
 common share            $     0.75     $     0.25  $     1.00      $     0.50
Average number of
 shares outstanding       1,487,520      1,487,520   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)

                                              June 29,                June 30,
                                                2002                    2001

Cash flows from operating activities:
  Net earnings                                $ 20,258               $  39,134
  Adjustments to reconcile net earnings
    to cash from operating activities:
     Depreciation and amortization              25,222                  27,492
     Loss from foreign affiliates                3,327                   3,046
     Foreign currency translation loss          10,219                       -
     Deferred income taxes                     (17,247)                  4,356
     (Gain) loss from sale of fixed assets          (8)                  1,072
     Gain on exchange of investment                  -                 (18,745)
  Changes in current assets and liabilities:
     Receivables, net of allowance             (19,896)                 30,829
     Inventories                                 8,722                   9,054
     Other current assets                       10,801                  (9,644)
     Current liabilities exclusive of debt     (22,782)                  7,028
  Other, net                                       133                   4,512
Net cash from operating activities              18,749                  98,134
Cash flows from investing activities:
  Purchase of short-term investments           (46,629)               (333,302)
  Proceeds from the sale or maturity of
    short-term investments                      84,699                 293,053
  Investments in and advances to foreign
    affiliates, net                                369                  (2,198)
  Capital expenditures                         (21,366)                (27,428)
  Other, net                                      (148)                  2,391
Net cash from investing activities              16,925                 (67,484)
Cash flows from financing activities:
  Notes payable to banks, net                   (6,821)                (34,193)
  Principal payments of long-term debt         (28,597)                 (2,907)
  Dividends paid                                (1,487)                   (744)
  Bond construction fund                           575                   2,367
Net cash from financing activities             (36,330)                (35,477)
Effect of exchange rate change on cash          (2,473)                      -
Net change in cash and cash equivalents         (3,129)                 (4,827)
Cash and cash equivalents at beginning of year  22,997                  19,760
Cash and cash equivalents at end of quarter   $ 19,868               $  14,933

             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  continuing devaluation of the Argentine peso decreased the assets
and  liabilities  of the Sugar and Citrus segment  during  2002.   The
devaluation  of  the  peso-denominated assets and liabilities  reduced
working  capital by $15,420,000, fixed assets by $34,905,000, and  net
long-term liabilities by $834,000 during the year.  See Note 4  for  a
discussion of the tax benefits recorded related to this devaluation.

Effective  January 1, 2002, the Company adopted 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     Six Months Ended
                                       June 29,  June 30,    June 29,  June 30,
(Thousands of dollars)                  2002      2001        2002      2001

Net income                            $ 15,681  $ 31,519    $ 20,258  $ 39,134
Other comprehensive income (loss)
 net of applicable taxes:
  Foreign currency translation
   adjustment                           31,741      (326)     (3,444)     (326)
  Unrealized loss on investments        (4,903)   (6,151)     (2,283)   (6,102)
  Net unrealized gain on cash flow
   hedges                                  213         -          76         -
  Deferred gain on swaps                     -         -           -     1,353
  Amortization of deferred gain on
   swaps                                   (50)      (51)       (100)     (101)
Total comprehensive income            $ 42,682  $ 24,991    $ 14,507  $ 33,958

The  components of and changes in accumulated other comprehensive loss
for the six months ended June 29, 2002 are as follows:

                                              Balance                  Balance
                                             December 31,   Period     June 29,
(Thousands of dollars)                         2001         Change      2002

Foreign  currency translation adjustment    $ (62,218)   $  (3,444)  $ (65,662)
Unrealized loss on investments                 (3,067)      (2,283)     (5,350)
Unrecognized pension cost                      (1,273)           -      (1,273)
Net unrealized gain on cash flow hedges             -           76          76
Deferred gain on swaps                          1,152         (100)      1,052
Accumulated  other comprehensive loss       $ (65,406)   $  (5,751)  $ (71,157)

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.  During 2002, the peso  continued
to  devalue  against the dollar.  As a result of this devaluation  the
Company   has   recorded  charges  against  earnings,  excluding   tax
adjustments  discussed below, totaling $12,304,000 for  the  six-month
period  in 2002 related to dollar denominated net liabilities  of  the
Company's  Argentine  subsidiary.   In addition, currency  translation
losses  of $37,831,000 have been recorded during the six month  period
as  a  component  of  other comprehensive loss related  to  the  peso-
denominated  net assets.  At June 29, 2002 the Company has $41,482,000
in  net  assets denominated in Argentine pesos and $10,530,000 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.  Prior to the second quarter of 2002, no tax  benefit
was recorded for the devaluation losses.  During the second quarter of
2002,  the Company reduced the foreign currency translation adjustment
by recognizing a tax benefit of $34.6 million.  See Note 4 for further
discussion.

The  unrecognized  pension cost is calculated  and  adjusted  annually
during  the  fourth  quarter.   With the exception  of  the  provision
related  to  the foreign currency translation losses discussed  above,
which  are  provided  at a 35% rate, 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 June 29, 2002 and December 31,2001
(in thousands):

                                                  June 29,         December 31,
                                                   2002                2001
At lower of LIFO cost or market:
    Live hogs and related materials              $ 119,694           $ 124,212
    Dressed pork and related materials               6,428              12,930
                                                   126,122             137,142
    LIFO allowance                                  (5,371)             (5,231)
           Total inventories at lower of
            LIFO cost or market:                   120,751             131,911
At lower of FIFO cost or market:
    Grain, flour and feed                           44,222              42,581
    Sugar produced and in process                    4,857              15,039
    Other                                           16,547              15,814
           Total inventories at lower of
            FIFO cost or market                     65,626              73,434
           Total inventories                     $ 186,377           $ 205,345


Note 4 - Contingencies

In  May 2002, the Farm Security and Rural Investment Act of 2002 (Farm
Bill)  was signed into law without the Johnson Amendment, which  would
have  prohibited packers such as the Company from owning  and  raising
swine.   The Farm Bill is still pending appropriations.  Based on  the
current  political  environment concerning packers,  it  is  uncertain
whether  new legislation will be introduced in the future which  could
have a negative impact on the Company.

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.  In the opinion of management,
the  above  action and investigation are not expected to result  in  a
materially adverse effect on the consolidated financial statements  of
the Company.

The Company had 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.  In February 2002, the Company began a tender
offer  in Argentina to purchase the outstanding shares of Tabacal  not
owned  by the Company.  During the second quarter of 2002, the Company
completed  a  series  of  transactions which culminated  in  Tabacal's
conversion   from  a  Sociedad  Anonima  (S.A.)  to  a   Sociedad   de
Responsabilidad  Limitada  or  (S.R.L.) organizational  entity.   This
conversion resulted in the Company recognizing a tax benefit of  $48.9
million,  of  which  $34.6  million reduced the  currency  translation
adjustment  recorded  as  accumulated other comprehensive  loss.   The
remaining  benefit of $14.3 million was 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  to  the 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.  During the second quarter of 2002,
the Company recorded as miscellaneous income $4.9 million received  as
settlement  from certain of the manufacturers from which  the  Company
had  purchases  aggregating $13.3 million during the relevant  period.
The Company had purchases aggregating approximately $23.5 million from
the remaining manufacturers during the relevant time period.

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 $60,183,000 during the first six months 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  June
29,  2002, the total carrying value of these long-lived assets totaled
$5,955,000.

Sales to External Customers:
                                      Three Months Ended     Six Months Ended
                                     June 29,    June 30,    June 29,  June 30,
(Thousands of dollars)                2002        2001        2002      2001

Pork                               $ 159,331  $ 211,103   $ 330,389  $ 392,997
Commodity Trading and Milling        184,134    121,046     331,672    237,275
Marine                                96,648     96,663     187,463    186,554
Sugar and Citrus                      14,596     16,841      29,295     37,218
Power                                 16,313     16,203      28,525     33,170
All Other                              6,082      6,657      12,683     16,559
   Segment/Consolidated Totals     $ 477,104  $ 468,513   $ 920,027  $ 903,773


Operating Income:
                                      Three Months Ended     Six Months Ended
                                     June 29,    June 30,    June 29,  June 30,
(Thousands of dollars)                2002        2001        2002      2001

Pork                               $  (5,352) $  25,476   $  (2,835) $  37,302
Commodity Trading and Milling          7,607      4,152      14,356      4,476
Marine                                 5,562      6,379       9,175     11,032
Sugar and Citrus                       4,812      2,156       7,947      3,178
Power                                  3,287      3,920       4,912      7,213
All Other                                (22)    (1,421)       (536)    (3,254)
   Segment Totals                     15,894     40,662      33,019     59,947
Corporate Items                         (702)    (1,022)     (1,073)    (2,271)
   Consolidated Totals             $  15,192  $  39,640   $  31,946  $  57,676


Total Assets:
                                     June 29,             December 31,
(Thousands of dollars)                2002                   2001

Pork                               $   499,070            $   508,642
Commodity Trading and Milling          181,852                172,684
Marine                                 119,034                131,334
Sugar and Citrus                        63,115                115,402
Power                                   75,402                 77,102
All Other                               18,139                 20,276
   Segment Totals                      956,612              1,025,440
Corporate Items                        170,097                210,152
   Consolidated Totals             $ 1,126,709            $ 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.


Note 6 - Subsequent Events

In  July  2002,  Seaboard Corporation (Seaboard) purchased  for  $26.9
million  an  additional  66,666,667 shares of common  stock  of  Fjord
Seafood  ASA  (Fjord),  an integrated salmon  producer  and  processor
headquartered  in  Norway.    This  additional  investment   increased
Seaboard's ownership in Fjord to approximately 21%.

Through June 29, 2002, Seaboard had accounted for this investment as a
long-term  available-for-sale equity security.  As  a  result  of  the
increase  in ownership to over 20% in July 2002, in the third  quarter
of  2002 Seaboard will begin to account for this investment under  the
equity  method.   In addition, in the third quarter of  2002  Seaboard
will  be  required by Accounting Principles Board Opinion  No.  18  to
retroactively adjust all previous quarters' financial statements as if
the  equity  method  of  accounting had  been  used  at  the  time  of
Seaboard's  initial investment in Fjord on May 2, 2001.   Below  is  a
summary  of the expected retroactive adjustment of assets, equity  and
net income:

                                                       Year-to-date
(Thousands of dollars)  Total Assets      Equity       Net Earnings

June 30, 2001
 As reported             $1,279,179      $573,899        $39,134
 As adjusted             $1,285,265      $579,985        $39,134

September 29, 2001
 As reported             $1,312,397      $584,619        $45,560
 As adjusted             $1,309,756      $585,107        $44,759

December 31, 2001
 As reported             $1,235,592      $527,203        $53,305
 As adjusted             $1,234,757      $528,420        $51,989

March 30, 2002
 As reported             $1,167,277      $498,656        $ 4,577
 As adjusted             $1,158,760      $494,131        $ 1,723

June 29, 2002
 As reported             $1,126,709      $540,223        $20,258
 As adjusted             $1,126,207      $540,215        $16,821



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

LIQUIDITY AND CAPITAL RESOURCES

Cash from operating activities for the six months ended June 29, 2002,
decreased $79.4 million compared to the same period one year  earlier.
The decrease in cash flows was primarily related to lower net earnings
and  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 2002 resulted in an increase  in  receivables
compared to a decrease in receivables during the first half of 2001.

Cash from investing activities for the six months ended June 29, 2002,
increased $84.4 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 $21.4 million in property, plant and  equipment
for  the  six  months ended June 29, 2002, of which $13.5 million  was
expended  in  the Pork segment, $1.4 million in the Commodity  Trading
and  Milling Segment, $4.1 million in the Marine segment, $1.5 million
in  the Sugar and Citrus segment, and $0.9 million in other businesses
of the Company.

The  Company invested $13.5 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.   During  the
remainder of 2002, the Company  anticipates spending $20.3 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.  In  addition,
during  the  third quarter of 2002, the Company currently  intends  to
purchase  approximately $121.0 million of certain facilities currently
under lease.  See below for further discussion.

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,  no  statutory impediments being imposed and an improvement  in
market conditions.  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 above uncertainties and current  pork  industry
conditions,  Management is currently not able  to  predict  the  exact
timing  of the expansion project.  It is currently estimated that  the
earliest  construction  might commence is the  second  half  of  2003,
subject to the necessary permits and financing being obtained.

The Company invested $1.4 million in the Commodity Trading and Milling
segment  primarily  for the purchase of additional equipment.   During
the  remainder of 2002, the Company anticipates spending $1.1  million
for additional equipment.

The  Company invested $4.1 million in the Marine segment primarily for
the  purchase  of  additional machinery  and  equipment.   During  the
remainder  of 2002, the Company anticipates spending $8.2 million  for
additional equipment.

The  Company  invested $1.5 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 $1.6 million for additional improvements.

In  July  2002,  the Company invested an additional $26.9  million  in
Fjord Seafood ASA (Fjord), an integrated salmon producer and processor
headquartered  in  Norway,  increasing its ownership  percentage  from
approximately  11%  to  approximately  21%.   See  Note   6   to   the
Consolidated Financial Statements for further discussion.

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 the $20.0 million facility for one year.   While
the  Company currently anticipates replacing the facility that was not
extended  during  2002,  the total amount and  related  terms  of  the
facility  have not yet been determined.  The Company also  has  short-
term uncommitted credit lines totaling $75.3 million at June 29, 2002.
As  of  June 29, 2002, the Company had no borrowings outstanding under
the  one-year revolving credit facility and $30.9 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 June 29, 2002, the total amount of  unamortized
costs  representing fixed asset values and the underlying  outstanding
debt under these Facility Agreements was approximately $183.0 million.
These  hog  production  facilities produce approximately  45%  of  the
Company  owned hogs processed at the plant.  During the second quarter
of   2002,  the  underlying  bank  facility  in  one  of  the  limited
partnerships  was  extended to December 2002.  The  Company  currently
intends  to purchase certain assets from the limited partnerships  for
approximately  $121.0  million, subject  to  obtaining  the  necessary
financing.   Management is uncertain as to the exact  timing  of  this
purchase but anticipates finalizing the purchase and related financing
during  the  third  quarter of 2002.  The Company  is  also  currently
evaluating  various  options for certain of the remaining  facilities,
including  purchasing  certain assets from  the  limited  partnerships
($26.3  million  at June 29, 2002) or having the limited  partnerships
and  limited  liability company attempt to sell  properties  to  third
parties  with  which  the Company may enter into grower  arrangements.
Currently, management believes that it will have sufficient  liquidity
and financing capacity to accomplish any of the alternatives.

In  addition  to  the financing requirements to accommodate  the  Pork
segment expansion plans, 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 and six months ended June 29, 2002, increased
by  $8.6 and $16.3 million, respectively, compared to the same periods
one year earlier.  Operating income for the three and six months ended
June  29,  2002  decreased by $24.4 and $25.7  million,  respectively,
compared  to the same periods one year earlier.  Results of operations
for  interim periods are not necessarily indicative of results  to  be
expected for a full year.

Pork Segment
                               Three Months Ended       Six Months Ended
                               June 29,   June 30,      June 29, June 30,
(Dollars in millions)            2002       2001          2002     2001

Net sales                      $ 159.3   $ 211.1       $ 330.4  $ 393.0
Operating income (loss)        $  (5.4)  $  25.5       $  (2.8) $  37.3

Net  sales  for  the Pork segment decreased $51.8 and  $62.6  million,
respectively,  for  the  three and six  months  ended  June  29,  2002
compared  to the same periods in 2001 primarily as a result  of  lower
pork prices.  Reduced world-wide meat supplies during 2001 contributed
to  higher  sales  prices for that year.  During 2002,  domestic  meat
supplies  have  increased,  causing  increased  competition  for  pork
products  which  has  resulted  in significantly  lower  sales  prices
compared with the prior year.

Operating  income  for  the  Pork segment decreased  $30.9  and  $40.1
million,   for  the  three  and  six  months  ended  June  29,   2002,
respectively,  compared  to the same periods  in  2001,  resulting  in
operating  losses  for  the  2002 periods.   The  decreases  primarily
reflect the lower sales prices discussed above, partially offset by  a
decrease in cost of third party hogs.  While unable to predict  future
market prices, management expects pork prices will remain below  prior
year levels and anticipates operating income for the remainder of 2002
will  continue  to  be  significantly lower than 2001,  including  the
potential for breakeven operating results or minimal losses.


Commodity Trading and Milling Segment

                               Three Months Ended       Six Months Ended
                               June 29,   June 30,      June 29, June 30,
(Dollars in millions)            2002       2001          2002     2001

Net sales                      $ 184.1   $ 121.0       $ 331.7  $ 237.3
Operating income               $   7.6   $   4.2       $  14.4  $   4.5
Loss from foreign affiliates   $  (0.0)  $  (1.2)      $  (1.2) $  (1.8)

Net  sales  for  the  Commodity Trading and Milling segment  increased
$63.1  and  $94.4 million, respectively, for the three and six  months
ended  June  29,  2002  compared to the same  periods  in  2001.   The
increase is primarily a result of increased commodity trading  volumes
to  third party customers, increased milling revenues and, to a lesser
extent,  increased  commodity trading volumes to  foreign  affiliates.
Commodity  trading volumes to third party customers increased  as  the
Company  has focused its efforts on expanding in certain existing  and
new  trading markets.  Milling revenues have increased primarily as  a
result   of  favorable  operating  environments  in  certain   foreign
locations,  which  have allowed certain mills to  increase  production
levels.

Operating income for this segment increased $3.4 and $9.9 million  for
the  three and six months ended June 29, 2002, respectively,  compared
to  the  same  periods in 2001.  Operating income increased  primarily
from  increased trading volumes discussed above, increased  production
at  certain  foreign milling operations, and, to a  lesser  extent,  a
lower provision for bad debts.  In addition, operating income for  the
six months ended June 29, 2002 increased $3.0 million compared to 2001
as  a  result  of the change in the Company's treatment  of  commodity
contracts.   During 2001, commodity derivative contracts were  treated
as  fair  value hedges with minimal earnings impact since the  related
firm  contract was also marked to market.  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 has not been recognized.  Accordingly,
the  Company  will  recognize  decreased operating  income  in  future
quarters  related to these contracts based on current  market  values.
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 decreased $1.2 and $0.6 million for  the
three  and  six months ended June 29, 2002, respectively, compared  to
the  same periods in 2001.  These decreases are primarily a result  of
improved  operating environments at certain African milling operations
during the second quarter.  Based on the exposure to foreign political
and  economic situations in the countries in which the flour and  feed
mills operate, management believes that losses from foreign affiliates
for the remainder of 2002 are possible.


Marine Segment
                               Three Months Ended       Six Months Ended
                               June 29,  June 30,       June 29, June 30,
(Dollars in millions)            2002      2001           2002     2001

Net sales                      $ 96.6    $ 96.7        $ 187.5  $ 186.6
Operating income               $  5.6    $  6.4        $   9.2  $  11.0

Net  sales  for  the Marine segment remained fairly constant  for  the
three  and six months ended June 29, 2002 compared to the same periods
in  2001.  Overall, lower average cargo rates compared with prior year
were primarily offset by higher volumes to certain markets.  Beginning
in  March  2002,  the Company experienced declining cargo  volumes  in
certain  South American markets as the result of political instability
in  that  region,  but this decline was offset by increases  in  other
markets.

Operating  income  for  the Marine segment  decreased  $0.8  and  $1.8
million,  respectively, for the three and six months  ended  June  29,
2002  compared  to the same periods in 2001, primarily reflecting  the
lower  margins due to declining cargo rates.  The duration and  extent
of  certain  South  American political instability  will  continue  to
affect  future  results while shipping demand for that market  remains
depressed.   Although Management expects operating  results  for  this
segment   to  remain  profitable  during  2002,  with  the   political
instability of certain markets, operating income for the remainder  of
2002 is expected to be lower than 2001.


Sugar and Citrus Segment
                               Three Months Ended       Six Months Ended
                               June 29,  June 30,      June 29,  June 30,
(Dollars in millions)            2002      2001          2002      2001

Net sales                      $ 14.6    $ 16.8        $ 29.3    $ 37.2
Operating income               $  4.8    $  2.2        $  7.9    $  3.2

Net  sales  for the Sugar and Citrus segment decreased $2.2  and  $7.9
million,  respectively, for the three and six months  ended  June  29,
2002  compared  to the same periods in 2001.  This decrease  primarily
reflects  the  devaluation  of the Argentine  peso,  discussed  below,
partially  offset  by higher sales prices for sugar  and,  during  the
second  quarter  of 2002, increased sales volumes.   Operating  income
increased $2.6 and $4.7 million, respectively, for the three  and  six
months  ended  June  29, 2002 compared to the same  periods  in  2001,
reflecting  the  reduction in cost of goods sold as a  result  of  the
devaluation  and improved sales prices.  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 and net earnings that  have
been  incurred  by  the Company.  The economy of  Argentina  has  been
severely,  negatively  impacted  by  the  devaluation  and  continuing
recession.   To  date, the peso prices for sugar have  increased  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       Six Months Ended
                               June 29,  June 30,      June 29,  June 30,
(Dollars in millions)            2002      2001          2002      2001

Net sales                      $  16.3   $ 16.2        $ 28.5    $ 33.2
Operating income               $   3.3   $  3.9        $  4.9    $  7.2

Net  sales  for the Power segment increased $0.1 million and decreased
$4.7  million, respectively, for the three and six months  ended  June
29, 2002 compared to the same periods in 2001 reflecting lower average
market  rates in the spot market for the first three months  of  2002.
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.   Market  rates
decreased through the first quarter of 2002 reflecting, in part, lower
average  fuel  costs, a component of pricing, but gradually  increased
during  the  second quarter ultimately reaching levels more comparable
with the prior year.

Operating  income  decreased $0.6 and $2.3 million, respectively,  for
the  three  and six months ended June 29, 2002 compared  to  the  same
periods  in  2001 primarily reflecting the lower average market  rates
and  additional transmission fees, partially offset by lower operating
expenses.   The  2002 second quarter results improved over  the  first
quarter,  reflecting the improvement in prices during the  quarter  as
discussed  above.   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        Six Months Ended
                             June 29,    June 30,      June 29,   June 30,
(Dollars in millions)          2002        2001          2002      2001

Net sales                    $  6.1     $  6.7         $ 12.7     $ 16.6
Operating loss               $ (0.0)    $ (1.4)        $ (0.5)    $ (3.3)
Loss from foreign affiliates $ (1.2)    $ (1.2)        $ (2.1)    $ (1.2)

Net  sales  for all other businesses decreased $0.6 and $3.9  million,
respectively,  and  operating loss decreased $1.4  and  $2.8  million,
respectively,  for  the  three and six  months  ended  June  29,  2002
compared  to the same periods 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 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.  See Note 6 to the Consolidated Financial Statements
for  a  discussion  of the Company's investment in Fjord  Seafood  ASA
whose  results will be included using the equity method of  accounting
in  future  financial  statements.  Management  currently  anticipates
continuing losses for the remainder of 2002.


Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses decreased $5.2 and
$9.6  million, respectively, for the three and six months  ended  June
29, 2002 compared to the same periods in 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  Marine  and
Power  divisions  and lower provision for bad debts in  the  Commodity
Trading  and  Milling  division.  As a percentage  of  revenues,  SG&A
decreased to 5.2% and 5.6% from 6.4% and 6.7%, respectively,  for  the
three  months and six months ended June 29, 2002 compared to the  same
periods  in  2001.   These  decreases  are  primarily  the  result  of
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 $2.0 and $4.5 million, respectively,  for
the  three  and six months ended June 29, 2002 compared  to  the  same
periods  in  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 $0.7 and $1.4 million, respectively, for the
three  and six months ended June 29, 2002 compared to the same periods
in  2001  reflecting a reduction in average funds invested  and  lower
average interest rates during 2002.


Other Investment Income, Net

During  the  second  quarter of 2001, the Company exchanged  its  non-
controlling interest in a joint venture for shares of common stock  in
Fjord  Seafood  ASA resulting in gain of $18.7 million ($11.4  million
after  taxes).  Subsequently, primarily as a result of lower operating
results,  the  need for additional capital, and the price  decline  of
Fjord's  common stock, management determined the decline in  value  of
its  total investment to be other than temporary and recorded a charge
to  earnings of $18.6 million ($11.4 million after taxes)  during  the
third quarter of 2001.


Foreign Currency Losses, Net

Foreign  currency losses, net, increased for 2002 primarily reflecting
the effect of the Argentine peso devaluation on the dollar denominated
assets  and  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.


Miscellaneous, Net

Miscellaneous, net, for the 2002 three and six-month periods  includes
$9.6 and $8.5 million of losses, respectively, from interest rate swap
agreements  partially offset by a gain of $4.9 million in  the  second
quarter  related to proceeds received from a lawsuit as  discussed  in
Note 4 to the Consolidated Financial Statements.


Income Tax Expense

During  the second quarter of 2002, the Company recognized a  one-time
tax  benefit of $14.3 million related to Tabacal.   See Note 4 to  the
Consolidated   Financial   Statements   for   additional   discussion.
Excluding  the effects of Tabacal, discussed above, 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.



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

As  previously reported, on June 29, 2001, the EPA filed a  Unilateral
Administrative Order (the "RCRA Order"), pursuant to Section  7003  of
the  Resource  Conservation and Recovery Act, as  amended,  42  U.S.C.
Sec.  6973 ("RCRA"), against the Company's subsidiary, Seaboard Farms,
Inc. ("Seaboard Farms"), Shawnee Funding, Limited Partnership, and PIC
International Group, Inc. ("PIC") (collectively, "Respondents").   The
RCRA  Order alleges that five swine farms located in Major County  and
Kingfisher  County, Oklahoma purchased from PIC are causing  or  could
cause  contamination of the groundwater.  The RCRA Order alleges that,
as  a  result,  Respondents  have  contributed  to  an  "imminent  and
substantial endangerment" within the meaning of RCRA from the  leaking
of  solid  waste in the lagoons or other infrastructure at the  farms.
The  RCRA Order requires Respondents to develop and undertake a  study
to   determine  if  there  has  been  any  contamination   from   farm
infrastructure  and,  if contamination has occurred,  to  develop  and
undertake  a  remedial  plan.  In the event the  Respondents  fail  to
comply  with the RCRA Order, the EPA may commence a civil  action  and
can seek a civil penalty of up to $5,500 per day, per violation.

The  Company  has recently received notice from the State of  Oklahoma
alleging  that the Company has violated various provisions of Oklahoma
state  law and the operating permits related to these farms  based  on
the same conditions which gave rise to the RCRA Order.

Although  the  Company  disputes the  RCRA  Order  and  the  State  of
Oklahoma's  contentions, the Company is cooperating with the  EPA  and
the State of Oklahoma.

The  farms  that are the subject of the RCRA Order and the allegations
by  the  State  of  Oklahoma were previously owned  by  PIC.   PIC  is
presently providing indemnity and defense of the RCRA Order (reserving
its  right  to  contest the obligation to do so) and the  Company  has
demanded  that PIC provide indemnity and defense with respect  to  any
actions  taken by the State of Oklahoma.  The Company does not believe
there  are valid grounds for PIC to contest its obligation to  provide
the  indemnity and defense of these matters.  One indemnity  agreement
with  PIC  is subject to a $5,000,000 limit, but the Company  believes
that  a  more general environmental indemnity agreement would  require
indemnification of liability in excess of that amount.



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

The  annual  meeting of stockholders was held on  April  29,  2002  in
Newton,  Massachusetts.   Two  items  were  submitted  to  a  vote  of
stockholders as described in the Company's Proxy Statement dated March
12,  2002.   The  following table briefly describes the proposals  and
results of the stockholders' vote.

                                       Votes in          Votes
                                        Favor           Against         Abstain

1.   To elect:
     H. Harry Bresky                  1,293,424.75           0          40,428
     David A. Adamsen                 1,328,840.75           0           5,012
     Douglas W. Baena                 1,329,315.75           0           4,537
     Joe E. Rodrigues                 1,329,075.75           0           4,777
     and Thomas J. Shields            1,328,790.75           0           5,062
     as directors.

2.   To ratify selection of KPMG LLP
     as independent auditors.         1,328,623.75       2,604           2,625


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     99.1   Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
            Section 1350, as Adopted Pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

     99.2   Certification of the Chief Financial Officer Pursuant to 18 U.S.C.
            Section 1350, as Adopted Pursuant to Section 906 of the
            Sarbanes-Oxley Act 2002

(b)  Reports  on  Form 8-K. - Seaboard Corporation has not  filed  any
     reports on Form 8-K during the quarter ended June 29, 2002.

This  Form 10Q 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 impact of various environmental  actions
pending  or  threatened  against the  Company  or  (ix)  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:  August 5, 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-99.1
<SEQUENCE>3
<FILENAME>ex991.txt
<DESCRIPTION>CERTIFICATION FOR THE SARBANES-OXLEY ACT OF 2002
<TEXT>
                                                Exhibit 99.1


                  CERTIFICATION PURSUANT TO
       18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO
        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the filing of the Quarterly  Report  on
Form  10-Q  for the fiscal quarter ended June 29, 2002  (the
Report)   by   Seaboard  Corporation  (the   Company),   the
undersigned, as the Chief Executive Officer of the  Company,
hereby  certifies pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that,
to my knowledge:

     The  Report fully complies with the requirements  of
     Section 13(a) or Section 15(d) of the Securities Exchange
     Act of 1934; and

     The  information  contained  in  the  Report  fairly
     presents, in all material respects, the financial condition
     and results of operations of the Company.

                                  /s/ H. H. Bresky
                                  H. H. Bresky, Chairman of the Board,
                                  President and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>ex992.txt
<DESCRIPTION>CERTIFICATION FOR THE SARBANES-OXLEY ACT OF 2002
<TEXT>




                                                Exhibit 99.2


                  CERTIFICATION PURSUANT TO
       18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO
        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the filing of the Quarterly  Report  on
Form  10-Q  for the fiscal quarter ended June 29, 2002  (the
Report)   by   Seaboard  Corporation  (the   Company),   the
undersigned, as the Chief Financial Officer of the  Company,
hereby  certifies pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that,
to my knowledge:

     The  Report fully complies with the requirements  of
     Section 13(a) or Section 15(d) of the Securities Exchange
     Act of 1934; and

     The  information  contained  in  the  Report  fairly
     presents, in all material respects, the financial condition
     and results of operations of the Company.

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


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