<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>qtr302.txt
<DESCRIPTION>10Q 3RD QTR 2002
<TEXT>



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

                               FORM 10-Q


  (Mark One)

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

               For the quarterly period ended September 28, 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 1,255,105 shares of common stock, $1.00 par value
  per share, outstanding on October 25, 2002.

                                   Total pages in filing - 21 pages




PART I - FINANCIAL INFORMATION
Item. 1  Financial Statements

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

                                               September 28,    December 31,
                                                   2002             2001
Assets
Current assets:
   Cash and cash equivalents                   $     15,833    $     22,997
   Short-term investments                            68,771         126,795
   Receivables, net                                 179,252         187,416
   Inventories                                      226,238         205,345
   Deferred income taxes                             15,093          10,075
   Other current assets                              21,876          36,343
Total current assets                                527,063         588,971
Investments in and advances to foreign affiliates    92,942          68,189
Net property, plant and equipment                   513,856         556,273
Other assets                                         23,979          21,324
Total assets                                   $  1,157,840    $  1,234,757

Liabilities and Stockholders' Equity
Current liabilities:
   Notes payable to banks                      $     33,946    $     37,703
   Current maturities of long-term debt              52,096          55,166
   Accounts payable                                  57,905          61,513
   Other current liabilities                        135,470         126,218
Total current liabilities                           279,417         280,600
Long-term debt, less current maturities             225,343         255,819
Deferred income taxes                                75,170         129,905
Other liabilities                                    32,820          33,946
Total non-current and deferred liabilities          333,333         419,670
Minority interest                                     6,684           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             (61,432)        (62,873)
   Retained earnings                                585,136         576,591
Total stockholders' equity                          538,406         528,420
Total liabilities and stockholders' equity     $  1,157,840    $  1,234,757

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               Nine Months Ended
                    September 28, September 29,    September 28, September 29,
                        2002          2001             2002          2001

Net sales           $   429,800   $   466,898      $   1,349,827 $   1,370,671
Cost of sales and
 operating expenses     394,901       408,420          1,231,700     1,193,601
   Gross income          34,899        58,478            118,127       177,070
Selling, general and
 administrative expenses 25,588        28,798             76,870        89,714
   Operating income       9,311        29,680             41,257        87,356

Other income (expense):
   Interest expense      (5,129)       (6,011)           (15,777)      (21,122)
   Interest income        1,079         1,802              4,241         6,324
   Other investment
    income (loss), net      (32)      (14,069)               120         4,531
   Loss from foreign
    affiliates           (1,410)       (2,321)            (8,174)       (5,367)
   Minority interest        (74)          (22)              (617)          (38)
   Foreign currency loss
    , net                  (739)          (25)           (14,735)         (484)
   Miscellaneous, net   (14,280)       (3,270)           (17,421)         (207)
      Total other income
       (expense), net   (20,585)      (23,916)           (52,363)      (16,363)
      Earnings (loss)
       before income
       taxes            (11,274)        5,764            (11,106)       70,993
Income tax benefit
 (expense)                5,601          (139)            22,254       (26,234)
      Net earnings
       (loss)       $    (5,673)  $     5,625      $      11,148 $      44,759

Earnings (loss) per
 common share       $     (3.81)  $      3.78      $        7.49 $       30.09
Dividends declared per
 common share       $      0.75   $      0.25      $        1.75 $        0.75
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)

                                                 September 28,    September 29,
                                                     2002             2001

Cash flows from operating activities:
   Net earnings                                     $  11,148        $  44,759
   Adjustments to reconcile net earnings to
    cash from operating activities:
       Depreciation and amortization                   37,780           41,542
       Loss from foreign affiliates                     8,174            5,367
       Foreign currency translation loss               12,526              -
       Deferred income taxes                          (24,947)           4,241
       Net gains on investments                          (120)          (4,531)
   Changes in current assets and liabilities:
        Receivables, net of allowance                  (1,089)           7,756
        Inventories                                   (30,947)           5,939
        Other current assets                           14,245          (18,391)
        Current liabilities exclusive of debt           9,732           35,536
   Other, net                                          (3,267)          (1,569)
Net cash from operating activities                     33,235          120,649
Cash flows from investing activities:
   Purchase of short-term investments                (123,916)        (593,768)
   Proceeds from the sale or maturity of investments  181,087          547,163
   Investments in and advances to foreign affiliates,
    net                                               (27,033)           1,439
   Capital expenditures                               (34,115)         (42,330)
   Other, net                                           1,696            2,613
Net cash from investing activities                     (2,281)         (84,883)
Cash flows from financing activities:
   Notes payable to banks, net                         (2,387)         (38,888)
   Principal payments of long-term debt               (29,530)          (3,813)
   Dividends paid                                      (2,603)          (1,116)
   Bond construction fund                                 569            3,141
Net cash from financing activities                    (33,951)         (40,676)
Effect of exchange rate change on cash                 (4,167)             -
Net change in cash and cash equivalents                (7,164)          (4,910)
Cash and cash equivalents at beginning of year         22,997           19,760
Cash and cash equivalents at end of quarter         $  15,833        $  14,850

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.   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.

While  the Company has certain variable rate debt and operating  lease
payments   with  variable  interest  rate  components,  the  Company's
interest  rate  exchange  agreements are not  treated  as  hedges  for
accounting  purposes.  Losses related to these swaps during  the  2002
three  and  nine-month  periods of $14.2 million  and  $22.6  million,
respectively, are included in miscellaneous, net.

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 $16,470,000, fixed assets by $35,226,000, and  net
long-term liabilities by $1,908,000 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        Nine Months Ended
                        September 28, September 29, September 28, September 29,
(Thousands of dollars)        2002          2001          2002          2001
Net (loss) income          $ (5,673)      $ 5,625      $ 11,148      $ 44,759
Other comprehensive income
 (loss) net of applicable
 taxes:
 Foreign currency
  translation adjustment      5,290           (61)        1,648          (387)
 Unrealized loss on
  investments                  (190)          (20)          (63)          (36)
 Net unrealized (loss) gain
  on cash flow hedges           (70)            -             6             -
 Deferred gain on swaps           -             -             -         1,353
 Amortization of deferred
  gain on swaps                 (50)          (50)         (150)         (151)
Total comprehensive income
 (loss)                    $   (693)      $ 5,494      $ 12,589      $ 45,538


The  components of and changes in accumulated other comprehensive loss
for the nine months ended September 28, 2002 are as follows:

                                             Balance                Balance
                                            December 31,  Period  September 28,
(Thousands of dollars)                        2001        Change       2002

Foreign  currency  translation adjustment  $ (62,588)  $   1,648    $ (60,940)
Unrealized loss on investments                  (164)        (63)        (227)
Unrecognized pension cost                     (1,273)          -       (1,273)
Net unrealized gain on cash flow hedges            -           6            6
Deferred gain on swaps                         1,152        (150)       1,002
Accumulated  other  comprehensive loss     $ (62,873)  $   1,441    $ (61,432)

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 $12,526,000 for the  nine-month
period  in 2002 related to dollar denominated net liabilities  of  the
Company's  Argentine  subsidiary.   In addition, currency  translation
losses  of $37,262,000 have been recorded during the nine month period
as  a  component  of  other comprehensive loss related  to  the  peso-
denominated  net  assets.   At September  28,  2002  the  Company  has
$42,259,000  in  net  assets  denominated  in  Argentine   pesos   and
$9,070,000   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 one-time 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.  As a result of anticipated lower discount
rate  and  actual  investment  returns  used  in  the  calculation  of
unrecognized  pension cost, it is expected that the  2002  calculation
will  result  in  additional  comprehensive  loss  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 September 28,  2002  and
December 31, 2001 (in thousands):

                                                   September 28,   December 31,
                                                       2002           2001
At lower of LIFO cost or market:
  Live hogs and related materials                    $ 123,404      $ 124,212
  Dressed pork and related materials                    15,270         12,930
                                                       138,674        137,142
  LIFO allowance                                        (4,905)        (5,231)
   Total inventories at lower of LIFO cost or market:  133,769        131,911
At lower of FIFO cost or market:
  Grain, flour and feed                                 67,370         42,581
  Sugar produced and in process                          8,112         15,039
  Other                                                 16,987         15,814
   Total inventories at lower of FIFO cost or market    92,469         73,434
   Total inventories                                 $ 226,238      $ 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
material  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 Tabacal 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  (S.R.L.) organizational  entity.   This
conversion resulted in the Company recognizing a one time 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 2002, the Company recorded as
miscellaneous income $5.0 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 $60,811,000 during 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 determined the values were recoverable.  Management intends
to  update its analysis of recoverability during the fourth quarter of
2002.   As  of September 28, 2002, the total carrying value  of  these
long-lived assets totaled $5,588,000.


Sales to External Customers:
                            Three Months Ended            Nine Months Ended
                       September 28, September 29,  September 28, September 29,
(Thousands of dollars)     2002          2001           2002          2001
Pork                    $  147,864    $  193,146     $  478,253    $  586,143
Commodity Trading and
 Milling                   152,845       130,302        484,517       367,577
Marine                      91,801        97,641        279,264       284,195
Sugar and Citrus            14,364        22,988         43,659        60,206
Power                       16,338        16,222         44,863        49,392
All Other                    6,588         6,599         19,271        23,158
 Segment/Consolidated
  Totals                $  429,800    $  466,898     $1,349,827    $1,370,671


Operating Income:
                            Three Months Ended            Nine Months Ended
                       September 28, September 29,  September 28, September 29,
(Thousands of dollars)     2002          2001           2002          2001
Pork                    $   (2,397)   $   20,279     $   (5,232)   $   57,581
Commodity Trading and
 Milling                     3,480         1,459         17,836         5,935
Marine                       3,190         4,122         12,365        15,154
Sugar and Citrus             3,375         2,996         11,322         6,174
Power                        2,488         3,973          7,400        11,186
All Other                      121        (2,312)          (415)       (5,566)
 Segment Totals             10,257        30,517         43,276        90,464
Corporate Items               (946)         (837)        (2,019)       (3,108)
 Consolidated Totals    $    9,311    $   29,680     $   41,257    $   87,356


Total Assets:
                                     September 28,   December 31,
(Thousands of dollars)                   2002           2001

Pork                                  $   503,901     $   508,642
Commodity Trading and Milling             199,341         172,684
Marine                                    117,129         131,334
Sugar and Citrus                           68,927         115,402
Power                                      70,414          77,102
All Other                                  17,657          20,276
 Segment Totals                           977,369       1,025,440
Corporate Items                           180,471         209,317
 Consolidated Totals                  $ 1,157,840     $ 1,234,757



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 - Affiliate Investment

In  July  2002, the Company 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 the Company's ownership in Fjord
to approximately 21%.

Through the second quarter of 2002, this investment was accounted  for
as a long-term available-for-sale equity security.  As a result of the
increase  in ownership to over 20% in July 2002, the Company began  to
account  for this investment under the equity method and, as  required
by  Accounting Principles Board Opinion No. 18, retroactively adjusted
all previous quarters' financial statements as if the equity method of
accounting  had  been  used at the time of its initial  investment  in
Fjord  on  May  2,  2001.   Below  is a  summary  of  the  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

During  the  third  quarter  of 2002, the Company's  investment  in  a
Bulgarian  wine business (the Business) negotiated an extension  of  a
principal payment due date, future principal payment due dates  and  a
waiver  of  default  when it was unable to make a scheduled  principal
payment  to  a  third-party bank and to achieve certain  related  loan
covenants.   The Business has not yet fulfilled all the conditions  of
the  extension  and anticipates needing additional revised  terms  and
conditions  from the bank, which the bank has agreed to  discuss.   In
the  event  the Business does not obtain additional revisions  to  the
loan  terms  and/or waivers and the bank pursues legal  recourse,  the
impact on the Business and its financial condition is likely to impair
the  value  of  its  assets, and its ability to  continue  to  operate
without pursuing bankruptcy protection.  As of September 28, 2002, the
Company's  investments in and advances to the Business  totaled  $19.9
million.


Note 7 - Subsequent Events

On  October  8,  2002,  the Company completed a private  placement  of
$109.0  million  of  Senior Notes due 2009 and 2012  with  a  weighted
average  interest  rate  of  6.29%.  The  Senior  Notes  provide  debt
covenants  which  include  an  increase in  the  minimum  consolidated
tangible  net  worth  from  $250.0  to  $350.0  million  plus  25%  of
consolidated  net  income, a new restricted  payment  provision  which
limits  dividends to $10.0 million plus 50% of consolidated net income
less  100%  of  consolidated net losses, and  a  new  interest  charge
coverage  ratio  of 2.0 to 1.0.  The debt covenants for  the  existing
Senior Notes were also amended to reflect these provisions.

The  Company  used  $107.3 million of the proceeds from  this  private
placement  to  refinance the indebtedness related  to  hog  production
facilities  currently  under  lease  with  Shawnee  Funding,   Limited
Partnership,  effectively reducing the Company's net  lease  payments.
During  the  fourth  quarter of 2002, management expects  to  purchase
these  facilities, which will require an additional  outlay  of  $12.2
million for a total of approximately $119.5 million.

On  October 18, 2002, the Company consummated a transaction  with  its
parent  company, Seaboard Flour Corporation (Seaboard Flour), pursuant
to  which the Company effectively repurchased 232,414.85 shares of its
common  stock  owned by Seaboard Flour for $203.26 per share.  Of  the
total  consideration  of $47.2 million, Seaboard  Flour  was  required
under the terms of the transaction immediately to pay $11.3 million to
the  Company to repay in full all inter-company indebtedness  owed  by
Seaboard  Flour  to  the  Company, and  to  use  the  balance  of  the
consideration  to  pay  bank  indebtedness  of  Seaboard   Flour   and
transaction expenses.

The  transaction  was approved by the Company's Board  of  Directors
after  receiving the recommendation in favor of the transaction  by  a
special committee of independent directors.  The special committee was
advised  by  independent  legal counsel and an independent  investment
banking  firm.   As  a  result  of the transaction,  Seaboard  Flour's
ownership  interest  in  the  Company dropped  from  approximately  75
percent to approximately 71 percent.

As  a part of the transaction, Seaboard Flour also transferred to  the
Company  rights  to  receive  possible future  cash  payments  from  a
subsidiary  of Seaboard Flour, based primarily on the future  sale  of
real  estate  owned  by that subsidiary.  To the  extent  the  Company
receives  cash payments in the future as a result of those transferred
rights,  the  Company will issue to Seaboard Flour,  at  the  ten  day
rolling  average  closing price, determined as of  the  twentieth  day
prior  to  the  issue date, new shares of common stock.   The  maximum
number of shares of the Company's common stock which may be issued  to
Seaboard Flour under this transaction is capped and cannot exceed  the
number of shares which were originally purchased from Seaboard Flour.



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

LIQUIDITY AND CAPITAL RESOURCES

Cash  and  short  term investments as of September 28, 2002  decreased
$65.2  million  from  December 31, 2001 primarily reflecting  payments
made on the Company's long-term debt and the additional investment  in
Fjord  Seafood  ASA (Fjord) as discussed below.  Cash  from  operating
activities was principally offset by capital expenditures.

Cash  from  operating activities for the nine months  ended  September
28, 2002, decreased $87.4 million compared to the same period one year
earlier.   The decrease in cash flows was primarily related  to  lower
adjusted  net  earnings  and  changes in  the  components  of  working
capital.   Changes  in  components of working  capital  are  primarily
related  to  an  increase in inventory resulting from  the  timing  of
normal  transactions  for  voyage  settlements,  trade  payables   and
receivables.

Cash  from  investing activities for the nine months  ended  September
28, 2002, increased $82.6 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 short-term
investments  in  the prior year, partially offset  by  the  additional
investment in Fjord.  In July 2002, the Company invested an additional
$26.9  million  in 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  invested $34.1 million in property, plant and  equipment
for  the  nine months ended September 28, 2002, of which $23.0 million
was  expended  in  the  Pork segment, $2.3 million  in  the  Commodity
Trading and Milling Segment, $5.7 million in the Marine segment,  $2.0
million  in  the Sugar and Citrus segment, and $1.1 million  in  other
businesses of the Company.

The  Company invested $23.0 million in the Pork segment primarily  for
expansion  of  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 $11.8 million for continued
expansion of 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
fourth   quarter  of  2002,  the  Company  also  intends  to  purchase
approximately $119.5 million of facilities currently under  lease,  as
discussed below.

The  Company  previously announced plans to build a second  processing
plant  in  northern  Texas  along with related  plans  to  expand  its
vertically  integrated  hog  production facilities.   The  Company  is
continuing  to  evaluate  these plans  based  on  the  current  market
conditions in the pork industry caused by the oversupply of  hogs  and
pork.   This project is also contingent on a number of other  factors,
including obtaining necessary financing for the project, obtaining the
necessary  permits, commitments for a sufficient quantity of  hogs  to
operate  the plant, and no statutory impediments being imposed.   This
project would 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.   If  the
Company  pursues  this  project,  it would  also  enter  into  various
contract  growing  arrangements.   Due  to  the  above  uncertainties,
Management is not able to predict the viability or the exact timing of
the  expansion project; however, if the Company decides to pursue  the
project, construction of the plant would not begin until after 2003.

The Company invested $2.3 million in the Commodity Trading and Milling
segment  primarily  for the purchase of additional equipment.   During
the  remainder of 2002, the Company anticipates spending $0.2  million
for additional equipment.

The  Company invested $5.7 million in the Marine segment primarily for
the  purchase  of  additional machinery  and  equipment.   During  the
remainder  of 2002, the Company anticipates spending $4.7 million  for
additional equipment.

The  Company  invested $2.0 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 $0.6 million for additional improvements.

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 a $20.0 million facility for one year.  While the
Company  currently  anticipates replacing the facility  that  was  not
extended  during 2002, the total amount, related terms and  timing  of
the facility have not yet been determined.  The Company also has short-
term uncommitted credit lines totaling $60.3 million at September  28,
2002.   As  of  September 28, 2002, the Company had  $5.0  million  of
borrowings  outstanding under the one-year revolving  credit  facility
and  $30.3 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  September  28,  2002,  the  total  amount  of
unamortized  costs representing fixed asset values and the  underlying
outstanding  debt  under these Facility Agreements  was  approximately
$181.4 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 and was refinanced
by  the  Company during October 2002 for $107.3 million, as  discussed
below.   During  the  fourth quarter of 2002, the Company  intends  to
purchase the related assets from this limited partnership, which  will
require an additional net outlay of $12.2 million for a total purchase
price of approximately $119.5 million.  The Company is also evaluating
various  options  for  certain of the remaining facilities,  including
purchasing certain assets from the limited partnerships ($26.0 million
at  September  28,  2002)  or assigning its purchase  option  for  the
properties  to  third parties with which the Company  may  enter  into
grower arrangements.  Management believes that it will have sufficient
liquidity   and   financing  capacity  to  accomplish   any   of   the
alternatives.

On  October  8,  2002,  the Company completed a private  placement  of
$109.0  million  of  Senior Notes due 2009 and 2012  with  a  weighted
average  interest rate of 6.29%.  The Company used $107.3  million  of
the proceeds from this private placement to refinance the indebtedness
related  to  hog production facilities currently under a master  lease
program  as  discussed above, effectively reducing the  Company's  net
lease  payments.  See Note 7 to the Consolidated Financial  Statements
for further discussion.

On  October 18, 2002, the Company purchased 232,414.85 shares  of  its
stock  at  $203.26 per share from Seaboard Flour Corporation (Seaboard
Flour),  its  parent company, for a total of $47.2 million.   Seaboard
Flour  was  required to use the consideration to pay $11.3 million  to
the  Company  to  pay  in full all intercompany indebtedness  owed  by
Seaboard  Flour  to the Company, and to use the balance  to  pay  bank
indebtedness of Seaboard Flour and transaction expenses.  See  Note  7
to the Consolidated Financial Statements for further discussion.

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 nine months ended September  28,  2002,
decreased  by $37.1 and $20.8 million, respectively, compared  to  the
same  periods  one year earlier.  Operating income for the  three  and
nine  months  ended September 28, 2002 decreased by  $20.4  and  $46.1
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           Nine Months Ended
                       September 28, September 29,  September 28, September 29,
(Dollars in millions)      2002          2001           2002          2001
Net sales                 $ 147.9       $ 193.1        $ 478.3       $ 586.1
Operating (loss) income   $  (2.4)      $  20.3        $  (5.2)      $  57.6

Net  sales  for  the Pork segment decreased $45.2 and $107.8  million,
respectively, for the three and nine months ended September  28,  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  $22.7  and  $62.8
million,  for  the  three and nine months ended  September  28,  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 losses for the  remainder  of
2002.


Commodity Trading and Milling Segment
                           Three Months Ended           Nine Months Ended
                       September 28, September 29,  September 28, September 29,
(Dollars in millions)      2002          2001           2002          2001
Net sales                 $ 152.8       $ 130.3        $ 484.5       $ 367.6
Operating income          $   3.5       $   1.5        $  17.8       $   5.9
Loss from foreign
 affiliates               $  (0.4)      $  (0.6)       $  (1.7)      $  (2.5)


Net  sales  for  the  Commodity Trading and Milling segment  increased
$22.5  and $116.9 million, respectively, for the three and nine months
ended  September 28, 2002 compared to the same periods in  2001.   The
increase is primarily a result of increased commodity trading  volumes
to  third  party  customers and increased milling revenues,  partially
offset   by  a  decrease  in  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 $2.0 and $11.9 million for
the  three  and  nine  months ended September 28, 2002,  respectively,
compared  to  the  same periods in 2001.  Operating  income  increased
primarily  as  a  result  of  increased third  party  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 decreased $1.4 million  and  increased
$1.6  million for the three and nine months ended September 28,  2002,
respectively,  compared  to 2001 as a result  of  the  change  in  the
Company's  treatment of open commodity contracts.  In 2001,  commodity
derivative  contracts were treated as fair value hedges  with  minimal
earnings  impact since the related commodity sales contract  was  also
marked  to  market.  While the Company believes its commodity  futures
and  options are economic hedges, beginning in the fourth  quarter  of
2001,  the  Company discontinued this accounting treatment  given  the
extensive  record-keeping  required.   During  2002,  while  the  open
derivative contracts have been marked-to-market through cost of  goods
sold, the related, offsetting commodity sales contracts have not  been
marked  to  market.   As a result, the Company will  recognize  larger
variations  in  future  quarters as the  derivative  commodity  market
prices   fluctuate.   Due  to  the  erratic  political  and   economic
conditions  in the countries in which the Company operates, management
is unable to predict future sales and operating results.

Loss  from foreign affiliates decreased $0.2 and $0.8 million for  the
three and nine months ended September 28, 2002, respectively, compared
to  the  same periods in 2001.  These decreases are primarily a result
of   improved  operating  environments  at  certain  African   milling
operations.   Based on the exposure to foreign political and  economic
conditions  in  the  countries where the foreign  affiliates  operate,
management  believes that losses from foreign affiliates may  continue
for the remainder of 2002.

Marine Segment
                           Three Months Ended           Nine Months Ended
                       September 28, September 29,  September 28, September 29,
(Dollars in millions)      2002          2001           2002          2001
Net sales                 $  91.8       $  97.6        $ 279.3       $ 284.2
Operating income          $   3.2       $   4.1        $  12.4       $  15.2

Net  sales for the Marine segment decreased $5.8 and $4.9 million  for
the  three  and nine months ended September 28, 2002 compared  to  the
same  periods in 2001.  During the third quarter of 2002, the  Company
experienced  significant declines in cargo volumes  to  certain  South
American  markets  as  the  result of political  instability  in  that
region, only partially offset by increases in other markets.  For  the
three  and  nine months ended September 28, 2002, cargo rates  overall
declined slightly.

Operating  income  for  the Marine segment  decreased  $0.9  and  $2.8
million,  respectively, for the three and nine months ended  September
28,  2002  compared to the same periods in 2001, primarily  reflecting
declines  in  cargo volumes discussed above and, to a  lesser  extent,
lower  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,  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           Nine Months Ended
                       September 28, September 29,  September 28, September 29,
(Dollars in millions)      2002          2001           2002          2001
Net sales                 $  14.4       $  23.0        $  43.7       $  60.2
Operating income          $   3.4       $   3.0        $  11.3       $   6.2

Net  sales  for the Sugar and Citrus segment decreased $8.6 and  $16.5
million,  respectively, for the three and nine months ended  September
28,  2002  compared  to  the  same periods  in  2001.   This  decrease
primarily  reflects the devaluation of the Argentine  peso,  discussed
below.   The  reductions were partially offset by higher sales  prices
for  sugar (in pesos) and, for the nine month period, increased  sales
volumes.    Operating  income  increased  $0.4   and   $5.1   million,
respectively, for the three and nine months ended September  28,  2002
compared to the same periods in 2001, reflecting the reduction in cost
of  goods sold as a result of the devaluation and, to a lesser extent,
improved  peso sales prices.  While management is not able to  predict
future sugar prices, this segment is expected to remain profitable for
the remainder of 2002.

As  discussed in Note 2 to the Consolidated Financial Statements,  the
functional  currency  of the Sugar and Citrus segment,  the  Argentine
peso,  has devalued 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.



Power Segment
                           Three Months Ended           Nine Months Ended
                       September 28, September 29,  September 28, September 29,
(Dollars in millions)      2002          2001           2002          2001

Net sales                 $  16.3       $  16.2        $  44.9       $  49.4
Operating income          $   2.5       $   4.0        $   7.4       $  11.2

Net  sales for the Power segment were consistent for the three  months
but  decreased  $4.5 million for the nine months ended  September  28,
2002  compared  to the same periods in 2001, primarily reflecting  the
lower  average market rates in the spot market during 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 $1.5 and $3.8 million, respectively,  for
the  three  and nine months ended September 28, 2002 compared  to  the
same periods in 2001 primarily reflecting additional transmission fees
and, for the nine month period, the lower average market rates.  These
reductions were 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            Nine Months Ended
                       September 28, September 29    September 28,September 29,
(Dollars in millions)      2002          2001            2002         2001

Net sales                 $  6.6        $  6.6          $  19.3      $  23.2
Operating income (loss)   $  0.1        $ (2.3)         $  (0.4)     $  (5.6)
Loss from foreign
 affiliates               $ (1.0)       $ (1.7)         $  (6.5)     $  (2.9)

Net  sales  for  all other businesses were consistent  for  the  three
months  but decreased $3.9 million for the nine months ended September
28,  2002 compared to 2001, and operating loss decreased $2.4 and $5.2
million,  respectively, for the three and nine months ended  September
28,  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 evaluated the recoverability  of
those  long-lived farming assets at December 31, 2001, determined  the
values   were  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  equity method investments in Fjord and a Bulgarian  wine
business  recorded on a three-month lag.  Loss from foreign affiliates
for  the  three  months  ended September 28,  2002  compared  to  2001
decreased  $0.7  million  primarily as a result  of  foreign  currency
exchange  gains  in  the Bulgarian wine business.  Loss  from  foreign
affiliates  for the nine months ended September 28, 2002  compared  to
2001  increased $3.6 million primarily as a result of equity in losses
from  Fjord recorded beginning in the third quarter of 2001.  See Note
6  to  the Consolidated Financial Statements for a discussion  of  the
Company's  increased investment in Fjord which required a  retroactive
adjustment  to  apply  the  equity  method  of  accounting  since  the
acquisition  of the initial shares.  As a result of low salmon  prices
worldwide,  management anticipates losses from Fjord to  continue  for
the  remainder of 2002. The equity in losses from the wine  investment
began during the second quarter of 2001.  Management expects losses to
continue throughout the remainder of 2002.

During  the  third quarter of 2002, the Bulgarian wine  business  (the
Business)  negotiated an extension of a principal  payment  due  date,
future principal payment due dates and a waiver of default when it was
unable to make a scheduled principal payment to a third-party bank and
to  achieve certain related loan covenants.  The Business has not  yet
fulfilled all the conditions of the extension and anticipates  needing
additional revised terms and conditions from the bank, which the  bank
has  agreed  to  discuss.  In the event the Business does  not  obtain
additional  revisions to the loan terms and/or waivers  and  the  bank
pursues  legal recourse, the impact on the Business and its  financial
condition is likely to impair the value of its assets, and its ability
to  continue to operate without pursuing bankruptcy protection.  As of
September 28, 2002, the Company's investments in and advances  to  the
Business totaled $19.9 million.



Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses decreased $3.2 and
$12.8  million,  respectively, for the three  and  nine  months  ended
September 28, 2002 compared to the same periods in 2001.  The decrease
is  primarily  due to lower operating costs for the Sugar  and  Citrus
segment  reflecting 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 and Marine divisions.  As a percentage of revenues,  SG&A
decreased to 6.0% and 5.7% from 6.2% and 6.5%, respectively,  for  the
three months and nine months ended September 28, 2002 compared to  the
same periods in 2001.  These decreases are primarily the result of the
reduced SG&A expenses in the segments discussed above partially offset
by lower consolidated revenues.



Interest Expense

Interest  expense  decreased $0.9 and $5.3 million, respectively,  for
the  three  and nine months ended September 28, 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 2002, and, to a lesser extent, lower average interest rates.



Interest Income

Interest income decreased $0.7 and $2.1 million, respectively, for the
three  and nine months ended September 28, 2002 compared to  the  same
periods in 2001, reflecting a reduction in average funds invested and,
to a lesser extent, 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 Fjord's  lower
operating  results  and  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.  Also during the third quarter  of
2001,  the  Company  sold its shares of a long-term  investment  in  a
foreign company recognizing a gain of $3.7 million ($2.3 million after
taxes).



Foreign Currency Losses, Net

The  Company  operates  in  many developing countries  throughout  the
world.   The political and economic conditions of these markets  cause
volatility  in currency exchange rates and expose the Company  to  the
risk of exchange rate loss related to foreign currency denominated net
assets.    Foreign  currency losses, net, for 2002 primarily  reflects
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 extent
of any further devaluation of the Argentine peso.



Miscellaneous, Net

Miscellaneous, net, for the 2002 three and nine-month periods includes
$14.2  and  $22.6 million of losses, respectively, from the  Company's
ten-year interest rate swap agreements as a result of falling interest
rates.  While the Company has certain variable rate debt and operating
lease   payments  with  variable  interest  components,   these   swap
agreements  are  not  accounted for as  hedges.   Although  Management
cannot  predict future interest rates, if interest rates rise  in  the
future,  the  Company will recognize income in future periods  as  the
market value of these swaps increase.  The 2002 year-to-date loss  was
partially  offset  by  a  gain  of $5.0 million  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  for  2002  compared to 2001 primarily reflects  the  effects  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 $2.0 million as a  charge  to  earnings,  an
increase  in  net  fixed assets of $2.6 million  and  a  liability  of
$4.6  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.



Item 4.  Controls and Procedures

The  Company has established a system of controls and other procedures
designed  to ensure that information required to be disclosed  in  its
periodic  reports filed under the Securities Exchange Act of 1934,  as
amended,  is recorded, processed, summarized and reported  within  the
time  periods  specified in the Securities and  Exchange  Commission's
rules  and forms.  These disclosure controls and procedures have  been
evaluated under the direction of the Company's Chief Executive Officer
and  Chief  Financial Officer within the last 90 days. Based  on  such
evaluations,  the Chief Executive Officer and Chief Financial  Officer
have  concluded  that  the  disclosure  controls  and  procedures  are
effective.   There have been no significant changes in  the  Company's
system   of   internal  controls  or  in  other  factors  that   could
significantly affect internal controls subsequent to the evaluation by
the Chief Executive Officer and Chief Financial Officer.



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.

As  also previously reported, 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.   PIC  is  contesting  its
obligation  to provide indemnity and defense with respect  to  certain
aspects  of the RCRA Order and the notice of violation from 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.

Also  as previously reported, EPA has been conducting a broad-reaching
investigation of Seaboard Farms, seeking information as to  compliance
with  the Clean Water Act (CWA), Comprehensive Environmental Response,
Compensation & Liability Act (CERCLA) and the Clean Air Act.   Through
Information  Requests  and farm inspections, EPA obtained  information
concerning  whether  Seaboard  Farms' operations  may  be  discharging
pollutants  to waters of the United States in violation  of  the  CWA,
whether  National Pollutant Discharge Elimination System  storm  water
construction permits were obtained where required, whether  there  has
been  unlawful  filling of "wetlands" within the jurisdiction  of  the
CWA,  whether  Seaboard  Farms  has  properly  reported  emissions  of
hazardous  substances into the air under CERCLA, and whether  some  of
its  farms may be emitting air pollutants at levels subject  to  Clean
Air  Act  permitting requirements.  As a result of the  investigation,
EPA  requested  that the Company engage in settlement  discussions  to
avoid  further  EPA investigative efforts and potential formal  claims
being  filed.  EPA has presented an initial written settlement demand,
and  Seaboard has responded.  The Company believes it has  meritorious
legal  and factual defenses and objections to EPA's demands, but  will
continue   to  engage  in  settlement  discussions.   Such  settlement
discussions could lead to an Agreed Consent Order.



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits
     4.1  Second Amendment to the Note Purchase Agreements dated as of
          December 1, 1993 ($100,000,000 Senior Notes due December  1,
          2005).

     4.2  Second Amendment to the Note Purchase Agreements dated as of
          June  1, 1995 ($125,000,000 Senior Notes due June 1,  2007).

     4.3  Seaboard  Corporation Note Purchase Agreement  dated  as  of
          September  30,  2002  between  the  Registrant  and  various
          purchasers  as  listed  in  the exhibit.   The  Annexes  and
          Exhibits  to  the Note Purchase Agreement have been  omitted
          from  the  filing, but will be provided supplementally  upon
          request of the Commission.

     4.4  Seaboard Corporation $32,500,000 5.8% Senior Note, Series A,
          due September 30, 2009  issued pursuant to the Note Purchase
          Agreement described above.

     4.5  Seaboard  Corporation $38,000,000 6.21% Senior Note,  Series
          B,  due  September  30, 2009  issued pursuant  to  the  Note
          Purchase Agreement described above.

     4.6  Seaboard Corporation $7,500,000 6.21% Senior Note, Series C,
          due September 30, 2012  issued pursuant to the Note Purchase
          Agreement described above.

     4.7  Seaboard  Corporation $31,000,000 6.92% Senior Note,  Series
          D,  due  September  30, 2012  issued pursuant  to  the  Note
          Purchase Agreement described above.

     10.1 Reorganization Agreement by and between Seaboard Corporation
          and  Seaboard  Flour  Corporation as  of  October  18,  2002
          incorporated   by   reference  to   the   Form   8-K   dated
          October 18, 2002.

     10.2 Purchase  and Sale Agreement dated October 18, 2002  by  and
          between  Flour  Holdings LLC and Seaboard Flour  Corporation
          with respect to which the "Earnout Payments" thereunder have
          been assigned to Seaboard Corporation.

     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 of 2002.

(b)  Reports on Form 8-K.
      i.  Seaboard Corporation filed Form 8-K dated August  7,  2002
          including as exhibits, the Statements under Oath of its Principal
          Executive Officer and Principal Financial Officer regarding the facts
          and circumstances relating to Exchange Act filings submitted to the
          Securities and Exchange Commission (SEC), pursuant to the SEC's Order
          No. 4-460 (June 27, 2002).

     ii.  Seaboard Corporation filed Form 8-K dated October 8,  2002
          announcing completion of a private placement of Senior Notes and its
          intentions for the use of the proceeds.

    iii.  Seaboard Corporation filed Form 8-K dated October 18, 2002
          announcing the repurchase of 232,414.85 shares of common stock from
          its parent, Seaboard Flour.


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:  November 4, 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



                            CERTIFICATIONS


I, H. H. Bresky, certify that:

    1.  I  have reviewed this quarterly report on Form 10-Q of  Seaboard
    Corporation;

    2.  Based  on  my knowledge, this quarterly report does not  contain
    any  untrue statement of a material fact or omit to state a material
    fact  necessary  to  make  the statements  made,  in  light  of  the
    circumstances under which such statements were made, not  misleading
    with respect to the period covered by this quarterly report;

    3.  Based  on  my  knowledge, the financial  statements,  and  other
    financial  information  included in this  quarterly  report,  fairly
    present  in  all material respects the financial condition,  results
    of  operations and cash flows of the registrant as of, and for,  the
    periods presented in this quarterly report;

    4.  The registrant's other certifying officers and I are responsible
    for  establishing and maintaining disclosure controls and procedures
    (as  defined  in  Exchange  Act Rules 13a-14  and  15d-14)  for  the
    registrant and we have:

        a)  designed  such disclosure controls and procedures  to  ensure
        that  material information relating to the registrant,  including
        its  consolidated subsidiaries, is made known  to  us  by  others
        within  those entities, particularly during the period  in  which
        this quarterly report is being prepared;

        b)  evaluated  the  effectiveness of the registrant's  disclosure
        controls and procedures as of a date within 90 days prior to  the
        filing date of this quarterly report (the "Evaluation Date"); and

        c)  presented in this quarterly report our conclusions about  the
        effectiveness of the disclosure controls and procedures based  on
        our evaluation as of the Evaluation Date;

    5.  The registrant's other certifying officers and I have disclosed,
    based  on  our most recent evaluation, to the registrant's  auditors
    and  the  audit  committee of registrant's board  of  directors  (or
    persons performing the equivalent function):

        a)  all  significant deficiencies in the design or  operation  of
        internal  controls which could adversely affect the  registrant's
        ability  to record, process, summarize and report financial  data
        and  have  identified for the registrant's auditors any  material
        weaknesses in internal controls; and

        b)  any  fraud, whether or not material, that involves management
        or   other  employees  who  have  a  significant  role   in   the
        registrant's internal controls; and

    6.  The  registrant's other certifying officers and I have indicated
    in  this  quarterly  report whether or not  there  were  significant
    changes  in  internal  controls  or  in  other  factors  that  could
    significantly  affect internal controls subsequent to  the  date  of
    our  most  recent evaluation, including any corrective actions  with
    regard to significant deficiencies and material weaknesses.



Date:   November 4, 2002

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


I, Robert L. Steer, certify that:

    1.  I  have reviewed this quarterly report on Form 10-Q of  Seaboard
    Corporation;

    2.  Based  on  my knowledge, this quarterly report does not  contain
    any  untrue statement of a material fact or omit to state a material
    fact  necessary  to  make  the statements  made,  in  light  of  the
    circumstances under which such statements were made, not  misleading
    with respect to the period covered by this quarterly report;

    3.  Based  on  my  knowledge, the financial  statements,  and  other
    financial  information  included in this  quarterly  report,  fairly
    present  in  all material respects the financial condition,  results
    of  operations and cash flows of the registrant as of, and for,  the
    periods presented in this quarterly report;

    4.  The registrant's other certifying officers and I are responsible
    for  establishing and maintaining disclosure controls and procedures
    (as  defined  in  Exchange  Act Rules 13a-14  and  15d-14)  for  the
    registrant and we have:

        a)  designed  such disclosure controls and procedures  to  ensure
        that  material information relating to the registrant,  including
        its  consolidated subsidiaries, is made known  to  us  by  others
        within  those entities, particularly during the period  in  which
        this quarterly report is being prepared;

        b)  evaluated  the  effectiveness of the registrant's  disclosure
        controls and procedures as of a date within 90 days prior to  the
        filing date of this quarterly report (the "Evaluation Date"); and

        c)  presented in this quarterly report our conclusions about  the
        effectiveness of the disclosure controls and procedures based  on
        our evaluation as of the Evaluation Date;

    5.  The registrant's other certifying officers and I have disclosed,
    based  on  our most recent evaluation, to the registrant's  auditors
    and  the  audit  committee of registrant's board  of  directors  (or
    persons performing the equivalent function):

        a)  all  significant deficiencies in the design or  operation  of
        internal  controls which could adversely affect the  registrant's
        ability  to record, process, summarize and report financial  data
        and  have  identified for the registrant's auditors any  material
        weaknesses in internal controls; and

        b)  any  fraud, whether or not material, that involves management
        or   other  employees  who  have  a  significant  role   in   the
        registrant's internal controls; and

    6.  The  registrant's other certifying officers and I have indicated
    in  this  quarterly  report whether or not  there  were  significant
    changes  in  internal  controls  or  in  other  factors  that  could
    significantly  affect internal controls subsequent to  the  date  of
    our  most  recent evaluation, including any corrective actions  with
    regard to significant deficiencies and material weaknesses.


Date:   November 4, 2002
                            /s/ Robert L. Steer
                            Robert L. Steer, Senior Vice President,
                            Treasurer and Chief Financial Officer



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