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<SEC-DOCUMENT>0000088121-03-000001.txt : 20030304
<SEC-HEADER>0000088121-03-000001.hdr.sgml : 20030304
<ACCEPTANCE-DATETIME>20030304161459
ACCESSION NUMBER:		0000088121-03-000001
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030304

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-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		03591645

	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-K
<SEQUENCE>1
<FILENAME>k-10.txt
<DESCRIPTION>SEABOARD CORPORATION 2002 10-K
<TEXT>


        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-K

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

                      For the fiscal year ended     December 31, 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 incorporation         (I.R.S. Employer
 or organization)                                      Identification No.)

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

   Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange on
          Title of each class                            which registered
           Common Stock                                   American Stock
          $1.00 Par Value                                   Exchange

   Securities registered pursuant of Section 12(g) of the Act:

                               None
                         (Title of class)

     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

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.  X

     Indicate by checkmark whether the registrant is an
accelerated filer (as defined in Rule 126-2 of the Act).
Yes       X        No

     The aggregate market value of 348,815 shares of voting stock
held by nonaffiliates on January 31, 2003 was approximately
$86,663,087, based on the closing price of $248.45 per share on
June 29, 2002, the end of the registrant's second fiscal quarter.
As of February 21, 2003, the number of shares of common stock
outstanding was 1,255,053.90.



               DOCUMENTS INCORPORATED BY REFERENCE
     Part I, item 1(b), a part of item 1(c)(1) and the financial
information required by item 1(d) and Part II, items 5, 6, 7, 7A
and 8 are incorporated by reference to the Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b).

     Part III, a part of item 10 and items 11, 12 and 13 are
incorporated by reference to the Registrant's definitive proxy
statement filed pursuant to Regulation 14A for the 2003 annual
meeting of stockholders (the "2003 Proxy Statement").

     This Form 10-K and its Exhibits (Form 10-K) contain 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 Form 10-K 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 ability to obtain adequate financing and liquidity,
(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 demand for power and related spot prices in
the Dominican Republic, (vii) the effect of the devaluation of
the Argentine peso, (viii) the effect of the changes to the
produce division operations on the consolidated financial
statements of the Company, (ix) the potential effect of the
proposed meat packer ban legislation on the Company's Pork
Division, (x) the effect of the national strike in Venezuela on
the Company's Marine Division, (xi) the potential effect of the
Company's investments in a wine business and salmon and other
seafood business on the consolidated financial statements of the
Company, (xiii) the potential impact of various environmental
actions pending or threatened against the Company, or (xiii)
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-K,
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.


                             PART I

Item 1.  Business

     (a)  General Development of Business

     Seaboard Corporation, a Delaware corporation, the successor
corporation to a company first incorporated in 1928, and
subsidiaries ("Registrant" or "Company"), is a diversified
international agribusiness and transportation company which is
primarily engaged domestically in pork production and processing,
and cargo shipping.  Overseas, the Company is primarily engaged
in commodity merchandising, flour and feed milling, sugar
production, and electric power generation.  See Item 1(c) (1)
(ii) below for a discussion of developments in specific segments.

     (b)  Financial Information about Industry Segments

     The information required by Item 1 relating to Industry
Segments is hereby incorporated by reference to Note 13 of
Registrant's Consolidated Financial Statements appearing on pages
48 through 51 of the Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this Report.

     (c)  Narrative Description of Business

          (1) Business Done and Intended to be Done by the Registrant

              (i) Principal Products and Services

     Registrant produces hogs and processes pork in the United
States and sells fresh pork to further processors, foodservice
and retail, primarily in the western half of the United States
and foreign markets.  Hogs produced at Company owned or leased
facilities as well as third-party hogs are primarily processed at
the Company's processing plant.

     Registrant operates an ocean liner service for containerized
cargo primarily between Florida and ports in the Caribbean Basin
and Central and South America.  Registrant also operates a cargo
terminal facility at the Port of Houston.

     Registrant markets grains, oilseeds and oilseed products in
bulk to affiliated companies and third party customers primarily
in Africa, the Caribbean, Central and South America, and the
Eastern Mediterranean.  Registrant operates its own bulk carriers
primarily in the Atlantic Basin to conduct a portion of its
commodity trading activities and charters third party bulk
carriers to conduct commodity trading activities and transport
bulk goods on behalf of third party customers.  Registrant, by
itself or through non-controlled affiliates, operates grain
processing businesses in Africa, the Caribbean and South America.

     Registrant operates two power generating facilities in the
Dominican Republic, and produces and refines sugarcane and
produces and processes citrus in Argentina.

     Registrant processes jalapeno peppers in Honduras.
Registrant also brokers shrimp for independent Honduran growers.
The majority of these products are transported using the
Registrant's shipping line and distribution facility in Miami,
Florida.  Registrant sources and sells truck freight through a
brokerage business.  Registrant, through a non-controlled
affiliate headquartered in Norway, produces and processes salmon
and other seafood.  Registrant, through a non-controlled
affiliate, produces wine in Bulgaria for distribution primarily
throughout Europe.

     The information required by Item 1 with respect to the
amount or percentage of total revenue contributed by any class of
similar products or services which account for 10% or more of
consolidated revenue in any of the last three fiscal years is
hereby incorporated by reference to Note 13 of Registrant's
Consolidated Financial Statements appearing on pages 48 through
51 of the Registrant's Annual Report to Stockholders furnished to
the Commission pursuant to rule 14a-3(b) and attached as Exhibit
13 to this report.

            (ii) Status of Product or Segment

     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.  Consistent with those plans, the Company continues
to acquire and permit land in order to meet the requirements to
operate the plant.  The Company is continuing to evaluate the
timing of construction based on current financial and 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.  If the Company pursues this project,
it may also enter into various contract growing arrangements.
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.

     During the third quarter of 2002 the Company completed the
first of two new Company-owned hog production facilities which
increased the Company's breeding herd by approximately 12,500
sows.  The second facility is expected to be completed and
stocked during 2003.

     During the fourth quarter of 2002, the Company purchased
certain hog production facilities previously leased under a
master lease arrangement.  These facilities supply approximately
24% of the Company-owned hogs processed at the plant.

     In early January 2003, a bill (the Bill) was introduced in
the United States Senate which includes a provision to prohibit
meat packers, such as the Company, from owning or controlling
livestock intended for slaughter.  The Bill also contains a
transition rule applicable to packers of pork providing for an
effective date which is 18 months after enactment.  Similar
language was passed by the U.S. Senate in 2002 as part of the
Senate's version of the Farm Bill.  The U.S. House of
Representatives also passed a Farm Bill in 2002, but that Farm
Bill did not include the prohibition on packers owning or
controlling livestock and it was eventually dropped in conference
committee and was not part of the final Farm Bill.

     If the Bill containing the proposed language becomes law, it
could have a material adverse effect on the Company, its
operations and its strategy of vertical integration in the pork
business.  Currently, the Company owns and operates production
facilities and owns swine and produces approximately three
million hogs per year with construction in progress for an
additional quarter million hogs per year.  If passed in its
current form, the Bill would prohibit the Company from owning or
controlling hogs, and thus would require the Company to divest
these operations, possibly at prices which are below the carrying
value of such assets on the Company's balance sheet, or otherwise
restructure its ownership and operation.

     The Bill could also be construed as prohibiting or
restricting the Company from engaging in various contractual
arrangements with third party hog producers, such as traditional
contract finishing arrangements.  Accordingly, the Company's
ability to contract for the supply of hogs to its processing
facility could be significantly, negatively impacted.  The
Company, along with industry groups and other similarly situated
companies are vigorously lobbying against enactment of any such
legislation.

     During 2002, Registrant opened new commodity trading offices
in Ecuador, Kenya and Peru.

     During 2002, the Company purchased two new ocean liner
services for containerized cargo shipping out of the Port of New
Orleans to Central America, and out of the Philadelphia,
Pennsylvania area to the Caribbean Basin.

     The Registrant owns an Argentine company involved in sugar
and citrus operations.  In January 2002, the Argentine peso was
devalued resulting in a write-down in the net assets of this
Argentine company (see Note 12 of the Registrant's Consolidated
Financial Statements for further discussion).  The economy of
Argentina has been severely, negatively impacted by the
devaluation and the continuing recession.  The Registrant cannot
presently predict the effect the current conditions will have on
the Company's future business or financial position and results
of operations, but further devaluation will result in additional
asset write-downs.

     The Company ceased its shrimp, pickle and pepper farming
operations in Honduras during 2001 and is considering various
strategic alternatives for these assets.  In February 2003, the
Registrant signed a letter of intent with a local Honduran shrimp
farmer for the sale of the Company's Honduran shrimp farming and
processing plant businesses. Certain of the pickle and pepper
farms are currently leased and operated by local farmers under
short-term agreements.

     During July 2002, the Registrant purchased additional shares
of Fjord Seafood ASA, a fully-integrated producer and processor
of salmon and other seafood headquartered in Norway, increasing
its ownership to approximately 21%. During 2002, the Bulgarian
wine business received an extension of principal payment due
dates,  and a waiver of default.  This business is currently
negotiating with the bank for additional revised terms and
conditions.

              (iii)     Sources and Availability of Raw Materials

     None of the Registrant's businesses utilize material amounts
of raw materials that are dependent on purchases from one
supplier or a small group of dominant suppliers.

              (iv) Patents, Trademarks, Licenses, Franchises and Concessions

     The Registrant uses the registered trademark of Seaboard.

     The Pork Division uses registered trademarks relating to its
products, including Seaboard Farms, Inc., Seaboard Farms and
PrairieFresh and has applied for registration of A Taste Like No
Other.  The Registrant considers the use of these trademarks
important to the marketing and promotion of its' fresh pork
products.

     The Marine Division uses the trade name Seaboard Marine
which is also a registered trademark.  There is significant
recognition for the Seaboard Marine trademark in the industry
and amongst customers.

     Part of the sales within the Registrant's Sugar and Citrus
segment are made under the Chango brand in Argentina.

     Patents, trademarks, franchises, licenses and concessions
are not material to any of Registrant's other segments.

              (v)  Seasonal Business

     Profits from processed pork are generally higher in the fall
months.  Sugar prices in Argentina are generally lower during the
typical sugarcane harvest period between June and November.  The
Registrant's other segments are not seasonally dependent to any
material extent.

              (vi) Practices Relating to Working Capital Items

     There are no unusual industry practices or practices of
Registrant relating to working capital items.

              (vii)     Depending on a Single Customer or Few Customers

     Registrant does not have sales to any one customer equal to
10% or more of Registrant's consolidated revenues.  The power
segment sells power in the Dominican Republic on the spot market
accessed by three local distribution companies, a state-owned
electric company, and limited other customers.  The Company's
Produce division sells nearly all of its processed jalapeno
peppers to one customer under a contract expiring in 2006.  No
other segments have sales to a few customers which, if lost,
would have a material adverse effect on any such segment or on
Registrant taken as a whole.

              (viii)    Backlog

     Backlog is not material to Registrant's businesses.

              (ix) Government Contracts

     No material portion of Registrant's business involves
government contracts.

              (x)  Competitive Conditions

     Competition in Registrant's pork segment comes from a
variety of national and regional producers and is based primarily
on product quality, customer service and price.  According to
recent trade publications, Registrant ranks as one of the
nation's top five pork producers (based on sows in production)
and top ten pork processors (based on daily processing capacity).

     The Registrant's ocean liner service for containerized
cargoes faces competition based on price and customer service.
Registrant believes it is among the top five ranking ocean liner
services for containerized cargoes in the Caribbean Basin based
on cargo volume.

     The Registrant's sugar business faces significant
competition for sugar sales in the local Argentine market.  Sugar
prices in Argentina are higher than world markets due to current
Argentine government price protection policies.

     The Registrant's power division is located in the Dominican
Republic.  Power generated by this division is sold on the spot
market at prices primarily based on market conditions rather than
cost-based rates.

              (xi) Research and Development Activities

     Registrant does not engage in material research and
development activities.

              (xii)     Environmental Compliance

     Registrant is subject to numerous Federal, state and local
provisions relating to the environment which require the
expenditure of funds in the ordinary course of business.  No
amounts which would have a material or significant effect on the
Registrant's financial condition or results of operations are
anticipated to be expended for these purposes, including with
respect to the items disclosed in Item 3.  Legal Proceedings,
except as incurred in the ordinary course of business.

              (xiii)  Number of Persons Employed by Registrant

     As of December 31, 2002, Registrant, excluding non-
consolidated foreign affiliates, had 9,294 employees, of whom
5,265 were employed in the United States.

     (d)  Financial Information about Foreign and Domestic Operations
          and Export Sales

     The financial information required by Item 1 relating to
export sales is hereby incorporated by reference to Note 13 of
Registrant's Consolidated Financial Statements appearing on pages
48 through 51 of Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this report.

     Registrant considers its relations with the governments of
the countries in which its foreign subsidiaries and affiliates
are located to be satisfactory, but these foreign operations are
subject to the normal risks of doing business abroad, including
expropriation, confiscation, war, insurrection, civil strife and
revolution, currency inconvertibility and devaluation, and
currency exchange controls.  To minimize these risks, Registrant
has insured certain investments in its affiliate flour mills in
Democratic Republic of Congo, Haiti, Lesotho, Mozambique and
Zambia, to the extent deemed appropriate against certain of these
risks with the Overseas Private Investment Corporation, an agency
of the United States Government.

     (e)  Available Information

     Registrant electronically files annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports pursuant to Section 13(a) or 15(d) of
the Exchange Act with the Commission.  The public may read and
copy any materials filed with the Commission at their Public
Reference Room at 450 Fifth Street, NW, Washington, DC 20549.
The public may also obtain this information by calling the
Commission at 1-800-SEC-0330.

     The Commission also maintains an Internet site that contains
reports, proxy and information statements, and other information
regarding electronic filers at www.sec.gov.  The Registrant
provides access to its most recent Form 10-K, 10-Q and 8-K
reports on its Internet website, www.seaboardcorp.com, free of
charge, as soon as reasonably practicable after those reports are
electronically filed with the Commission.


Item 2.  Properties

     (1)  Pork

     The Registrant owns a hog processing plant in Oklahoma with
a double shift capacity of approximately four and one-half
million hogs per year.  Hog production facilities currently
consist of a combination of owned and leased farrowing, nursery
and finishing units supporting approximately 195,000 sows.
Registrant currently operates six feed mills which have a
combined capacity to produce approximately 1,500,000 tons of feed
annually to support the hog production.  These facilities are
located in Oklahoma, Texas, Kansas and Colorado.

     (2)  Marine

     Registrant leases a 135,000 square foot warehouse and 70
acres of port terminal land and facilities in Florida which are
used in its containerized cargo operations.  Registrant owns
seven ocean cargo vessels with deadweights ranging from 2,813 to
14,545 metric tons.  Registrant timecharters, under short-term
agreements, between fifteen and nineteen containerized ocean
cargo vessels with deadweights ranging from 2,600 to 20,388
metric-tons.  Registrant also bareboat charters, under long-term
lease agreements, three containerized ocean cargo vessels with
deadweights ranging from 12,169 to 12,648 metric tons.
Registrant owns or leases approximately 30,000 dry, refrigerated
and specialized containers and related equipment.  Registrant
also leases a 62 acre cargo handling and terminal facility in
Houston which includes several warehouses totaling over 690,000
square feet for cargo storage.

     (3)  Commodity Trading and Milling

     The Registrant owns in whole or in part grain-processing
operations in 13 countries with productive capacity to mill over
5,800 metric tons of wheat and maize per day.  In addition,
Registrant has feed mill capacity of 100 metric tons per hour to
produce formula animal feed. The milling operations located in
Angola, Democratic Republic of Congo, Ecuador, Guyana, Haiti,
Kenya, Lesotho, Mozambique, Nigeria, Republic of Congo, Sierra
Leone, Uganda and Zambia own their facilities; in Kenya, Lesotho,
Mozambique, Nigeria, Republic of Congo and Sierra Leone the land
the mills are located on is leased under long-term agreements.
The Registrant owns seven 9,000 metric-ton deadweight dry bulk
carriers and timecharters, under short-term agreements, between
seven and sixteen bulk carrier ocean vessels with dead weights
ranging from 8,000 to 60,000 metric tons.

     (4)  Sugar and Citrus

     Registrant's Argentine sugar and citrus company owns
approximately 39,000 acres of planted sugarcane and approximately
3,100 acres of planted citrus.  In addition, this company owns a
sugar mill with a capacity to process approximately 170,000
metric tons of sugar per year.

     (5)  Power

     Registrant owns two floating power generating facilities,
with a combined rated capacity of 112 megawatts, both located in
Santo Domingo, Dominican Republic.

     (6)  Other

     Registrant owns a jalapeno pepper processing plant in
Honduras and leases 40,000 square feet of refrigerated space and
70,000 square feet of dry space in the Port of Miami for
warehousing produce products.

     Management believes that the Registrant's present facilities
are adequate and suitable for its current purposes.  In general,
facilities are fully utilized; however, seasonal fluctuations in
inventories and production may occur as a reaction to market
demands for certain products.  Certain foreign milling operations
may operate at less than full capacity due to low demand related
to poor consumer purchasing power and imported European-
subsidized finished product.


Item 3.  Legal Proceedings

     The Company is subject to legal proceedings related to the
normal conduct of its business, including as a defendant in a
maritime arbitration claim more fully described in Note 11 of the
consolidated financial statements.

Sierra Club Claim

     The Company and Sierra Club have reached an agreement to
settle the ongoing litigation brought by the Sierra Club, subject
to court approval. The Complaint to bring the action was
originally filed on June 2, 2000 by the Sierra Club against the
Company, Seaboard Farms, Inc. ("Seaboard Farms") and Shawnee
Funding, Limited Partnership ("Shawnee Funding") in the United
States District Court for the Western District of Oklahoma,
No. CIV -00-979-L.  The Complaint alleged violations of the Clean
Water Act ("CWA") at the Company's Dorman Sow Farm in Beaver
County, Oklahoma.  Sierra Club later amended its complaint to add
claims under the Comprehensive Environmental Response
Compensation & Liability Act ("CERCLA") and the Resource
Conservation and Recovery Act ("RCRA").

     Pursuant to the settlement, the Company will pay Sierra Club
$125,000 and will pay an additional $100,000 to Ducks Unlimited
to fund playa lake conservation efforts in Beaver and Texas
Counties in Oklahoma.  The Company will also conduct an
investigation at three farms located in Kingfisher and Major
Counties in Oklahoma according to an agreed upon process that may
include corrective action if warranted.  Sierra Club reserved the
right to appeal the District Court's ruling that the Company does
not have to aggregate ammonia emissions from all sources at the
Dorman Sow Farm for CERCLA reporting purposes.  In the event
Sierra Club appeals and this ruling is reversed, as Sierra Club's
sole remedy, the Company must pay Sierra Club an additional
$25,000.


EPA and State of Oklahoma Claims Concerning Farms in Major and
Kingfisher County, Oklahoma

     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 Seaboard Farms, Shawnee Funding, 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.

     On July 23, 2002, the Company received a 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.  In the event the State brings an
enforcement action, they have threatened to do so as an
administrative action in which they can seek administrative
penalties of not more than $10,000 per day of noncompliance  and
can seek to assess violation points which could prohibit the
Company from continuing to operate one or more of these farms.

     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).  One indemnity agreement with PIC is subject to a $5 million
limit, but the Company believes that a more general environmental
indemnity agreement would require indemnification of liability in
excess of that amount. The Company has demanded that PIC provide
indemnity and defense with respect to the notice of violations
letter received from the State of Oklahoma.  PIC is disputing its
obligation to provide indemnity and defense with respect to the
notice of violation, and this dispute remains outstanding.

Potential Additional EPA Claims

     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 that may be related to  whether Seaboard Farms'
operations are  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 or discharge to "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
settlement demands, 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.

     On April 2, 2002, the United States Environmental Protection
Agency ("EPA") sent to Seaboard Farms, Inc. a letter pursuant to
the Clean Air Act ("CAA") demanding Seaboard Farms install and
use monitoring equipment to sample emissions at certain hog
confinement facilities for purposes of determining whether these
operations are in compliance with the CAA.  The EPA is also
requesting that Seaboard Farms agree that these facilities are
comparable to all other facilities operated and that  the
monitoring results  can be reasonably extrapolated to estimate
the emissions for all other farms operated by Seaboard Farms.  If
the specified farms are not comparable, EPA is demanding that
Seaboard Farms conduct monitoring at the incomparable farms.  The
letter also requires that Seaboard Farms submit a plan and
protocol for testing for emissions of particulate matter,
volatile organic compounds and hydrogen sulfide.

     The Company believes that EPA's demand is beyond the
Agency's authority pursuant to the CAA and that the Company
cannot be required to undertake the air monitoring.  Seaboard
Farms calculated its emissions using scientifically acceptable
methods other than monitoring and determined that the emissions
from its hog operations do not require a CAA permit.  Seaboard
Farms set forth this position in a letter to EPA, and will have
discussions with EPA regarding compliance.  The EPA could bring a
suit to enforce the provisions of the letter, and if a court were
to determine that EPA is within its authority, the court could
impose a civil penalty of up to $27,500 per day of
non-compliance, and could order injunctive relief requiring that
Seaboard Farms conduct the monitoring.

     On February 20, 2003, Seaboard Farms, Inc. received an
additional Information Request from the EPA seeking information
as to compliance with the CWA by the Company with respect to
virtually all of its confined animal feeding operations.   The
Company is presently in the process of complying with the
Information Request.  At present, no relief has been sought by
the EPA.


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

     No matter was submitted during the last quarter of the
fiscal year covered by this report to a vote of security holders.

Executive Officers of Registrant

     The following table lists the executive officers and certain
significant employees of Registrant.  Generally, each executive
officer is elected at the Annual Meeting of the Board of
Directors following the Annual Meeting of Stockholders and holds
his office until the next such annual meeting or until his
successor is duly chosen and qualified.  There are no
arrangements or understandings pursuant to which any executive
officer was elected.

Name (Age)               Positions and Offices with Registrant and Affiliates

H. Harry Bresky (77)     Chairman of the Board, President and
                         Chief Executive Officer of Registrant;
                         Manager of Seaboard Flour LLC (SF)

Steven J. Bresky (49)    Senior Vice President, International Operations

Robert L. Steer (43)     Senior Vice President, Treasurer and Chief Financial
                         Officer

David M. Becker (41)     Vice President, General Counsel and Assistant
                         Secretary

James L. Gutsch (49)     Vice President, Engineering

Rodney K. Brenneman (38) President, Seaboard Farms, Inc.

John Lynch (69)          President, Seaboard Marine Ltd.

     Mr. H. Harry Bresky has served as President and Chief
Executive Officer of Registrant since February 2001 and
previously as President of Registrant since 1967.  He has served
as Manager of SF since 2002.  He served as President of Seaboard
Flour Corporation from 1987 through 2002, and as Treasurer of
Seaboard Flour Corporation from 1973 through 2002.  Mr. Bresky is
the father of Steven J. Bresky.

     Mr. Steven J. Bresky has served as Senior Vice President,
International Operations of Registrant since February 2001 and
previously as Vice President of Registrant since April 1989.

     Mr. Steer has served as Senior Vice President, Treasurer and
Chief Financial Officer of Registrant since February 2001 and
previously as Vice President, Chief Financial Officer of
Registrant since April 1998 and as Vice President, Finance of
Registrant since April 1996.  He has been employed by the
Registrant since 1984.

     Mr. Becker has served as Vice President, General Counsel and
Assistant Secretary of Registrant since February 2001 and
previously as General Counsel and Assistant Secretary of
Registrant since April 1998 and as Assistant Secretary of
Registrant since May 1994.

     Mr. Gutsch has served as Vice President, Engineering of
Registrant since December 1998.  He has been employed by the
Registrant since 1984.

     Mr. Brenneman has served as President of Seaboard Farms,
Inc. since June 2001 and previously served as Senior Vice
President and Chief Financial Officer of Seaboard Farms, Inc.
since January 1997 and prior to that, Vice President of Finance
for Seaboard Farms, Inc. since January 1995.  Mr. Brenneman has
been employed with the Registrant or Seaboard Farms, Inc. since
1989.

     Mr. Lynch has served as President of Seaboard Marine, Ltd.
Since 1998 and previously as Vice President of Seaboard Marine
Ltd. since his employment in 1987.


                             PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     The information required by Item 5 is hereby incorporated by
reference to (a) "Stock Listing" and "Quarterly Financial Data"
appearing on pages 52 and 8, respectively, of Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b) and attached as Exhibit 13 to this Report and (b)
"Compensation Committee Interlocks and Insider Participation"
appearing on page 11 of the Registrant's 2003 Proxy Statement.


Item 6.  Selected Financial Data

     The information required by Item 6 is hereby incorporated by
reference to the "Summary of Selected Financial Data" appearing
on page 7 of Registrant's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as
Exhibit 13 of this Report.


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     The information required by Item 7 is hereby incorporated by
reference to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing on pages 9 through
22 of Registrant's Annual Report to Stockholders furnished to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13
to this Report.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The information required by Item 7A is hereby incorporated
by reference to the material under the captions "Derivative
Instruments and Hedging Activities" within Note 1 of the
Registrant's Consolidated Financial Statements appearing on page
31, and to the material under the caption "Derivative
Information" within "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing on pages
20 through 22 of the Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this Report.


Item 8.  Financial Statements and Supplementary Data

     The information required by Item 8 is hereby incorporated by
reference to Registrant's "Quarterly Financial Data,"
"Independent Auditors' Report," "Consolidated Balance Sheets,"
"Consolidated Statements of Earnings," "Consolidated Statements
of Changes in Equity," "Consolidated Statements of Cash Flows"
and "Notes to Consolidated Financial Statements" appearing on
pages 8 and 23 through 51 of Registrant's Annual Report to
Stockholders furnished to the Commission pursuant to Rule 14a-
3(b) and attached as Exhibit 13 to this Report.


Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure

     Not applicable.


                            PART III

Item 10.  Directors and Executive Officers of Registrant

Refer to "Executive Officers of Registrant" in Part I.

     Information required by this item relating to directors of
Registrant has been omitted since Registrant filed a definitive
proxy statement within 120 days after December 31, 2002, the
close of its fiscal year.  The information required by this item
relating to directors is incorporated by reference to "Item 1"
appearing on pages 3 and 4 of the 2003 Proxy statement.  The
information required by this item relating to late filings of
reports required under Section 16(a) of the Securities Exchange
Act of 1934 is incorporated by reference to "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 13 of the
Registrant's 2003 Proxy Statement.


Item 11.  Executive Compensation

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after
December 31, 2002, the close of its fiscal year.  The information
required by this item is incorporated by reference to "Executive
Compensation and Other Information," "Retirement Plans" and
"Compensation Committee Interlocks and Insider Participation"
appearing on pages 6 through 9 and 11 of the 2003 Proxy
Statement.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2002, the close of its fiscal year.  The information required by
this item is incorporated by reference to "Principal
Stockholders" appearing on page 2 and "Election of Directors" on
pages 3 and 4 of the 2003 Proxy Statement.


Item 13.  Certain Relationships and Related Transactions

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after
December 31, 2002, the close of its fiscal year.  The information
required by this item is incorporated by reference to
"Compensation Committee Interlocks and Insider Participation"
appearing on page 11 of the 2003 Proxy Statement.


Item 14.  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 IV

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)  The following documents are filed as part of this report:

          1.   Consolidated financial statements.
               See Index to Consolidated Financial Statements on
               page F-1.

          2.   Consolidated financial statement schedules.
               See Index to Consolidated Financial Statements on
               page F-1.

          3.   Exhibits.

               3.1 - Registrant's Certificate of Incorporation,
               as amended.  Incorporated by reference to Exhibit
               3.1 of Registrant's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1992.

               3.2 - Registrant's By-laws, as amended.
               Incorporated by reference to Exhibit 3.2 of
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 2001.

               4.1 - Note Purchase Agreement dated
               December 1, 1993 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.  Incorporated by reference to
               Exhibit 4.1 of Registrant's Annual Report on Form
               10-K for the fiscal year ended December 31, 1993.

               4.2 - Seaboard Corporation 6.49% Senior Note Due
               December 1, 2005 issued pursuant to the Note
               Purchase Agreement described above.  Incorporated
               by reference to Exhibit 4.2 of Registrant's Annual
               Report on Form 10-K for the fiscal year ended
               December 31, 1993.

               4.3 - Note Purchase Agreement dated June 1, 1995
               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.
               Incorporated by reference to Exhibit 4.3 of
               Registrant's Form 10-Q for the quarter ended
               September 9, 1995.

               4.4 - Seaboard Corporation 7.88% Senior Note Due
               June 1, 2007 issued pursuant to the Note Purchase
               Agreement described above.  Incorporated by
               reference to Exhibit 4.4 of Registrant's Form 10-Q
               for the quarter ended September 9, 1995.

               4.5 - Seaboard Corporation Note Agreement dated as
               of December 1, 1993 ($100,000,000 Senior Notes due
               December 1, 2005).  First Amendment to Note
               Agreement.  Incorporated by reference to Exhibit
               4.7 of Registrant's Form 10-Q for the quarter
               ended March 23, 1996.

               4.6 - Seaboard Corporation Note Agreement dated as
               of June 1, 1995 ($125,000,000 Senior Notes due
               June 1, 2007).  First Amendment to Note Agreement.
               Incorporated by reference to Exhibit 4.8 of
               Registrant's Form 10-Q for the quarter ended
               March 23, 1996.

               4.7 - Second Amendment to the Note Purchase
               Agreements dated as of December 1, 1993
               ($100,000,000 Senior Notes due December 1, 2005).
               Incorporated by reference to Exhibit 4.1 of
               Registrant's Form 10-Q for the quarter ended
               September 28, 2002.

               4.8 - Second Amendment to the Note Purchase
               Agreements dated as of June 1, 1995 ($125,000,000
               Senior Notes due June 1, 2007).  Incorporated by
               reference to Exhibit 4.2 of Registrant's Form 10-Q
               for the quarter ended September 28, 2002.

               4.9 - 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.  Incorporated by
               reference to Exhibit 4.3 of Registrant's Form 10-Q
               for the quarter ended September 28, 2002.

               4.10 - Seaboard Corporation $32,500,000 5.8%
               Senior Note, Series A, due September 30, 2009
               issued pursuant to the Note Purchase Agreement
               described above.  Incorporated by reference to
               Exhibit 4.4 of Registrant's Form 10-Q for the
               quarter ended September 28, 2002.

               4.11 - Seaboard Corporation $38,000,000 6.21%
               Senior Note, Series B, due September 30, 2009
               issued pursuant to the Note Purchase Agreement
               described above.  Incorporated by reference to
               Exhibit 4.5 of Registrant's Form 10-Q for the
               quarter ended September 28, 2002.

               4.12 - Seaboard Corporation $7,500,000 6.21%
               Senior Note, Series C, due September 30, 2012
               issued pursuant to the Note Purchase Agreement
               described above.  Incorporated by reference to
               Exhibit 4.6 of Registrant's Form 10-Q for the
               quarter ended September 28, 2002.

               4.13 - Seaboard Corporation $31,000,000 6.92%
               Senior Note, Series D, due September 30, 2012
               issued pursuant to the Note Purchase Agreement
               described above.  Incorporated by reference to
               Exhibit 4.7 of Registrant's Form 10-Q for the
               quarter ended September 28, 2002.

             * 10.1 - Registrant's Executive Retirement Plan
               dated January 1, 1997.  The addenda have been
               omitted from the filing, but will be provided
               supplementary upon request of the Commission.
               Incorporated by reference to Exhibit 10.1 of
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997.

             * 10.2 - Registrant's Supplemental Executive Benefit
               Plan as Amended and Restated.  Incorporated by
               reference to Exhibit 10.2 of Registrants Form 10-K
               for fiscal year ended December 31, 2000.

             * 10.3 - Registrant's Supplemental Executive
               Retirement Plan for H. Harry Bresky dated
               March 21, 1995.  Incorporated by reference to
               Exhibit 10.3 of Registrant's Annual Report on Form
               10-K for the fiscal year ended December 31, 1995.

             * 10.4 - Registrant's Executive Deferred
               Compensation Plan dated January 1, 1999.
               Incorporated by reference to Exhibit 10.1 of
               Registrant's Form 10-Q for the quarter ended
               March 31, 1999.

             * 10.5 - First Amendment to Registrant's Executive
               Retirement Plan as Amended and Restated
               January 1, 1997, dated February 28, 2001, amending
               Registrant's Executive Retirement Plan dated
               January 1, 1997 referenced as Exhibit 10.1.
               Incorporated by reference to Exhibit 10.6 of
               Registrant's Form 10-K for fiscal year ended
               December 31, 2000.

             * 10.6 - Registrant's Investment Option Plan dated
               December 18, 2000.  Incorporated by reference to
               Exhibit 10.7 of Registrant's Form 10-K for fiscal
               year ended December 31, 2000.

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

               10.8 - 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.  Incorporated by
               reference to Exhibit 10.2 of Registrant's Form 10-
               Q for the quarter ended September 28, 2002.

               13 - Sections of Annual Report to security holders
               incorporated by reference herein.

               21 - List of subsidiaries.

               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.

 *  Management contract or compensatory plan or arrangement.

     (b)  Reports on Form 8-K

          i.   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.

          ii.  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 Corporation.


                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                      SEABOARD CORPORATION

By /s/H. Harry Bresky                         By  /s/Robert L. Steer
   H. Harry Bresky, President                     Robert L. Steer, Senior
   and Chief Executive Officer                    Vice President, Treasurer
   (principal executive officer)                  and Chief Financial Officer
                                                  (principal financial officer)

Date:  March 4, 2003                          Date:  March 4, 2003


By /s/John A. Virgo
   John A. Virgo, Corporate Controller
   (principal accounting officer)

Date:  March 4, 2003



     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of Registrant and in the capacities and on the
dates indicated.

By /s/H. Harry Bresky                         By  /s/J.E. Rodrigues
   H. Harry Bresky, Director and Chairman           J.E. Rodrigues, Director
   of the Board

Date:  March 4, 2003                          Date:  March 4, 2003


By /s/David A. Adamsen                        By  /s/Thomas J.Shields
   David A. Adamsen, Director                       Thomas J. Shields, Director

Date:  March 4, 2003                          Date:  March 4, 2003


By /s/Douglas W. Baena
   Douglas W. Baena, Director

Date:  March 4, 2003


                         CERTIFICATIONS

I, H. H Bresky, certify that:

1.I have reviewed this annual report on Form 10-K of Seaboard Corporation;

2.Based on my knowledge, this annual 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 annual
report;

3.Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 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 annual 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 annual report (the "Evaluation
     Date"); and

     c)presented in this annual 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 functions):

     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
annual report whether 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: March 4, 2003


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


                         CERTIFICATIONS

I, Robert L. Steer, certify that:

1.I have reviewed this annual report on Form 10-K of Seaboard Corporation;

2.Based on my knowledge, this annual 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 annual
report;

3.Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 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 annual 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 annual report (the "Evaluation
     Date"); and

     c)presented in this annual 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 functions):

     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
annual report whether 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: March 4, 2003


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



              SEABOARD CORPORATION AND SUBSIDIARIES
     Index to Consolidated Financial Statements and Schedule
                      Financial Statements


                                                     Stockholders'
                                                   Annual Report Page

Independent Auditors' Report                               23

Consolidated Balance Sheets as of December 31, 2002
 and December 31, 2001                                     24

Consolidated Statements of Earnings for the years
 ended December 31, 2002, December 31, 2001 and
 December 31, 2000                                         25

Consolidated Statements of Changes in Equity for the
 years ended December 31, 2002, December 31, 2001and
 December 31, 2000                                         26

Consolidated Statements of Cash Flows for the years
 ended December 31, 2002, December 31, 2001 and
 December 31, 2000                                         27

Notes to Consolidated Financial Statements                 28

The foregoing are incorporated by reference.


Fjord Seafood ASA (a nonconsolidated foreign affiliate) financial
statements for the years ended December 31, 2002, 2001, and 2000,
will be filed by amendment to this Form 10-K no later than 180 days
after December 31, 2002. The individual
financial statements of all other nonconsolidated foreign
affiliates, which would be required if each such foreign
affiliate were a Registrant, are omitted because (a) the
Registrant's and its other subsidiaries' investments in and
advances to such foreign affiliates do not exceed 20% of the
total assets as shown by the most recent consolidated balance
sheet and (b) the Registrant's and its other subsidiaries' equity
in the earnings before income taxes and extraordinary items of
the foreign affiliates does not exceed 20% of such income of the
Registrant and consolidated subsidiaries compared to the average
income for the last five fiscal years.

Combined condensed financial information as to assets,
liabilities and results of operations have been presented for
nonconsolidated foreign affiliates in Note 5 of "Notes to the
Consolidated Financial Statements."

II - Valuation and Qualifying Accounts for the years ended
     December 31, 2002, 2001 and 2000                     F-3

All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related consolidated notes.

                            F-1


                  INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Seaboard Corporation:

Under  date of February 21, 2003, we reported on the consolidated
balance  sheets  of Seaboard Corporation and subsidiaries  as  of
December   31,  2002  and  2001,  and  the  related  consolidated
statements of earnings, changes in equity and cash flows for each
of the years in the three-year period ended December 31, 2002, as
contained in the December 31, 2002 annual report to stockholders.
These  consolidated financial statements and our  report  thereon
are  incorporated by reference in the annual report on Form  10-K
for  the  year ended December 31, 2002.  In connection  with  our
audits  of  the aforementioned consolidated financial statements,
we  also  audited  the  related consolidated financial  statement
schedule  as  listed in the accompanying index.   This  financial
statement   schedule  is  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on  this
financial statement schedule based on our audits.

In   our   opinion,  such  financial  statement  schedule,   when
considered  in  relation  to  the  basic  consolidated  financial
statements  taken as a whole, presents fairly,  in  all  material
respects, the information set forth therein.


                                   KPMG LLP

Kansas City, Missouri
February 24, 2003

                            F-2


<TABLE>
<CAPTION>
                                                      Schedule II
              SEABOARD CORPORATION AND SUBSIDIARIES
                Valuation and Qualifying Accounts
                         (In Thousands)



                                     Balance at       Provision      Write-offs net     Acquisitions     Balance at
                                  beginning of year      (1)         of recoveries      and Disposals    end of year
<S>                                   <C>              <C>               <C>              <C>              <C>
Year ended December 31, 2002:

  Allowance for doubtful accounts     $20,571              62            (4,455)               -           $16,178

  Drydock accrual                     $ 6,052           3,709            (3,368)               -           $ 6,393

Year ended December 31, 2001:

  Allowance for doubtful accounts     $29,801             206            (9,436)               -           $20,571

  Drydock accrual                     $ 5,496           5,356            (4,800)               -           $ 6,052

Year ended December 31, 2000:

  Allowance for doubtful accounts     $29,075          12,276            (8,199)          (3,351)          $29,801

  Drydock accrual                     $ 5,444           4,051            (3,999)               -           $ 5,496


<FN>
(1)   Allowance  for  doubtful  accounts  provisions  charged  to  selling,
  general and administrative expenses; drydock provisions charged to cost of
  sales.
</TABLE>

                                       F-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>ex13.txt
<DESCRIPTION>2002 ANNUAL REPORT
<TEXT>


         Summary of Selected Financial Data

                                        Years ended December 31,
(Thousands of dollars except per share amounts)
                            2002       2001       2000       1999        1998

Net sales               $1,829,307 $1,804,610 $1,583,696 $1,284,262  $1,294,492

Operating income        $   47,125 $  114,352 $   48,065 $   12,368  $   29,770

Earnings (loss) from
 continuing operations  $   13,507 $   51,989 $    8,872 $  (13,587) $   31,427

Net earnings            $   13,507 $   51,989 $   98,909 $       47  $   50,938

Earnings (loss) per
 common share from
 continuing operations  $     9.38 $    34.95 $     5.96 $    (9.13) $    21.12

Net earnings per common
 share                  $     9.38 $    34.95 $    66.49 $     0.03  $    34.24

Total assets            $1,281,141 $1,234,757 $1,274,234 $1,249,022  $1,211,096

Long-term debt, less
 current maturities     $  318,746 $  255,819 $  312,418 $  318,017  $  313,324

Stockholders' equity    $  486,731 $  528,420 $  540,685 $  443,168  $  444,728

Dividends per common
 share                  $     2.50 $     1.00 $     1.00 $     1.00  $     1.00

In  July  2002, the Company purchased additional shares of  Fjord
Seafood  ASA (Fjord), an integrated salmon producer and processor
headquartered  in Norway, increasing the Company's  ownership  to
approximately  21%.  As required by Accounting  Principles  Board
Opinion   No.   18,   all  previous  financial  statements   were
retroactively adjusted to reflect the equity method of accounting
since  the time of the Company's initial investment in May  2001.
As  a  result, for 2001, net earnings, earnings per common  share
and total assets were reduced by $1,316,000 ($0.88 per share) and
$835,000, respectively, and stockholders' equity was increased by
$1,217,000.  See Note 5 to the Consolidated Financial  Statements
for further discussion.

During  2002,  the  Company completed a  series  of  transactions
related  to its Argentine sugar business, resulting in a one-time
tax  benefit  of  $14,303,000.  See Note 7  to  the  Consolidated
Financial Statements for further discussion.

During     2002,    the    Company    effectively     repurchased
232,414.85  shares of common stock from its parent company.   See
Note  12  to  the Consolidated Financial Statements  for  further
discussion.

The  Company's  2002 and 2001 financial position and  results  of
operations  were  negatively impacted by the devaluation  of  the
Argentine  peso.   See  Note  12 to  the  Consolidated  Financial
Statements for further discussion.

The  Company  completed  the  sale of  its  Poultry  Division  on
January  3,  2000, recognizing an after-tax gain on  disposal  of
discontinued  operations  of $90,037,000  or  $60.53  per  common
share.   See Note 2 to the Consolidated Financial Statements  for
further discussion.

The   Company  changed  its  method  of  accounting  for  certain
inventories  from FIFO to LIFO in 1999.  The net effect  of  this
change  in  1999  was to increase net earnings by  $2,456,000  or
$1.65 per common share.

In  December 1998, the Company sold its baking and flour  milling
operations  in  Puerto  Rico, recognizing an  after-tax  gain  of
$33,272,000 or $22.37 per common share.

               Quarterly Financial Data (unaudited)

(UNAUDITED)
(Thousands of dollars           1st      2nd      3rd      4th     Total for
 except per share amounts)    Quarter  Quarter  Quarter  Quarter   the Year

2002
Net sales                   $ 442,923  477,104  429,800  479,480  $1,829,307
Operating income            $  16,754   15,192    9,311    5,868  $   47,125
Net earnings (loss)         $   1,723   15,098   (5,673)   2,359  $   13,507
Earnings (loss) per common
 share                      $    1.16    10.15    (3.81)    1.81  $     9.38
Dividends per common share  $    0.25     0.75     0.75     0.75  $     2.50
Market price range per
 common share:
                  High      $  335.00   305.00   301.00   259.00
                  Low       $  260.00   202.00   220.00   195.00


2001
Net sales                   $ 435,260  468,513  466,898  433,939  $1,804,610
Operating income            $  18,036   39,640   29,680   26,996  $  114,352
Net earnings                $   7,615   31,519    5,625    7,230  $   51,989
Earnings per common share   $    5.12    21.19     3.78     4.86  $    34.95
Dividends per common share  $    0.25     0.25     0.25     0.25  $     1.00
Market price range per
 common share:
                  High      $  182.00   207.90   280.00   325.00
                  Low       $  149.00   181.00   197.00   190.00

In  the  second quarter of 2001, the Company exchanged  its  non-
controlling interest in a domestic seafood affiliate for a lesser
interest in Fjord recognizing an after-tax gain of $11,434,000 or
$7.69 per common share.  During the third quarter of 2001,  as  a
result  of  a decline in the stock price of this foreign  seafood
business  considered other-than-temporary, the Company recognized
an  after-tax  loss of $11,367,000 or $7.64 per share.   In  July
2002,  the  Company  purchased additional  shares  of  Fjord  and
retroactively  adjusted prior quarters' financial  statements  to
reflect  the  equity method of accounting since the time  of  the
Company's  initial  investment.  The  adjustments  decreased  net
earnings  and  earnings per common share by $801,000  ($0.54  per
share)  and  $515,000 ($0.35 per share) for the third and  fourth
quarters of 2001, respectively, and $2,854,000 ($1.92 per  share)
and  $583,000 ($0.39 per share) for the first and second quarters
of  2002, respectively.  See Note 5 to the Consolidated Financial
Statements for further discussion.

During the second quarter of 2002, the Company completed a series
of   transactions  related  to  its  Argentine  sugar   business,
resulting in a one-time tax benefit of $14,303,000.  See  Note  7
to the Consolidated Financial Statements for further discussion.

As  a result of the devaluation of the Argentine peso, during the
fourth  quarter  of  2001,  the  Company  recorded  a  charge  of
$7,830,000 against net earnings related to dollar denominated net
liabilities  of  its Argentine subsidiary.  See Note  12  to  the
Consolidated Financial Statements for further discussion.


Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

Cash and short-term investments as of December 31, 2002 decreased
$96.2 million from December 31, 2001 as a result of payments made
to  effectively repurchase shares of the Company's  common  stock
from  its parent, Seaboard Flour Corporation (see Note 12 to  the
Consolidated Financial Statements), the additional investment  in
Fjord  Seafood  ASA  (Fjord) as discussed  below,  and  scheduled
payments  made  on the Company's long-term debt.  These  outflows
were partially offset by an increase in short-term borrowings.

Cash  from operating activities for 2002 decreased $131.7 million
compared  to  2001.   The  decrease was primarily  due  to  lower
adjusted  net earnings, principally related to the Pork  segment,
and  changes  in the components of working capital.   Changes  in
components  of  working capital are related  to  an  increase  in
inventory  primarily resulting from increased  commodity  trading
operations  and  the  timing of related normal  transactions  for
voyage settlements, trade payables and receivables.

Cash  from operating activities for 2001 increased $159.8 million
compared  to  2000.  The increase was primarily due  to  positive
cash flows from components of working capital and an increase  in
net  earnings from continuing operations.  Changes in  components
of  working capital, net of businesses acquired and disposed, are
primarily related to the timing of normal transactions for voyage
settlements,   trade  payables  and  receivables.    Within   the
Commodity  Trading & Milling segment, strong sales in the  fourth
quarter of 2000 and subsequent related collections resulted in  a
higher receivable balance at December 31, 2000 compared with year-
end 2001.

Cash  from investing activities for 2002 increased $16.0  million
compared  to 2001.  The increase is primarily related to proceeds
from  the  net  sale of short-term investments  compared  to  net
purchases in 2001, partially offset by the purchase of previously
leased hog production facilities and an additional investment  in
Fjord  during  2002, discussed below.  During 2002,  the  Company
invested  a  total  of  $149.9 million  in  property,  plant  and
equipment as described below compared to $55.0 million in 2001.

During  2002,  the Company invested $135.1 million  in  the  Pork
segment   primarily   to   purchase  hog  production   facilities
previously  leased,  expand the hog production  facilities,  make
improvements  to the pork processing plant, and purchase  options
for land upon which the Company could decide to expand operations
as  discussed  below.   The hog production facilities  previously
leased  from Shawnee Funding, Limited Partnership under a  master
lease  arrangement, were purchased during the fourth  quarter  of
2002 for a total of $117.5 million, including the assumption of a
$10.0 million bond payable and offsetting $2.2 million cash in  a
construction fund.  This was financed primarily with the proceeds
from  a  private  placement of Senior Notes, as discussed  below.
During  2003,  the  Company expects to invest $16.8  million  for
continued expansion of hog production facilities and upgrades  to
the pork processing plant.

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.
Consistent with those plans, the Company continues to acquire and
permit  land  in  order to meet the requirements to  operate  the
plant.  The Company anticipates spending approximately $7 million
during  2003  related  to  these acquisitions.   The  Company  is
continuing  to  evaluate  the timing  of  construction  based  on
current  financial  and 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 cost of approximately
$350.0 million.  If the Company pursues this project, it may also
enter  into  various contract growing arrangements.  Due  to  the
above  uncertainties,  management is  not  able  to  predict  the
ultimate  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.

During  2002,  the Company invested $9.7 million  in  the  Marine
segment  primarily for the purchase of additional  machinery  and
equipment.    During   2003,   the  Company   plans   to   invest
$14.9  million for the purchase of previously chartered  vessels,
and previously leased and new equipment.

During  2002, the Company invested $2.5 million in the Sugar  and
Citrus  segment primarily for improvements to existing facilities
and  sugarcane fields.  During 2003, the Company expects to spend
$4.0 million for additional improvements.

During  2002, capital expenditures in all other segments  totaled
$2.6 million for general modernization and efficiency upgrades of
plant and equipment.

Excluding  potential Pork expansion plans, management anticipates
the   planned  fiscal  2003  capital  expenditures  for  existing
operations  discussed  above,  will  be  financed  by  internally
generated  cash, including potential use of available  short-term
investments.

During the second quarter of 2001, the Company exchanged its non-
controlling interest in a domestic affiliate primarily engaged in
the  production  and  processing  of  salmon  and  other  seafood
products for a smaller share of Fjord.  During the fourth quarter
of  2001,  the  Company  participated in a private  placement  of
additional  shares and invested an additional  $10.8  million  in
Fjord  shares valued at NOK 6 per share increasing its  ownership
to  approximately  11%.  In July 2002, the  Company  invested  an
additional  $26.9  million in Fjord, a fully integrated  producer
and  processor  of  salmon  and other  seafood  headquartered  in
Norway, increasing its ownership percentage to approximately 21%.
See  Notes  3 and 5 to the Consolidated Financial Statements  for
further discussion.

Cash  from investing activities for 2001 decreased $262.9 million
compared  to 2000.  The decrease is primarily related to proceeds
in  the  first  quarter  of 2000 from the  sale  of  the  poultry
operations,   partially  offset  by  acquisitions   and   capital
expenditures  during  2000.   See  Note  2  to  the  Consolidated
Financial  Statements  for  further  discussion  of  the  Poultry
Division sale.

During  2001,  the  Company invested $55.0 million  in  property,
plant  and equipment.  The Company invested $20.7 million in  the
Pork   segment  primarily  to  expand  existing  hog   production
facilities,  complete construction of a new feed  mill  and  make
improvements to the pork processing plant.  The Company  invested
$20.9 million in the Marine segment primarily for the purchase of
a  previously  chartered vessel and for equipment.   The  Company
invested  $10.3 million in the Sugar and Citrus segment primarily
for  improvements  to existing facilities and  sugarcane  fields.
Capital  expenditures in all other segments during  2001  totaled
$3.1 million for general modernization and efficiency upgrades of
plant and equipment.

Cash  from  financing activities increased $113.8 million  during
2002  compared  to 2001 primarily reflecting the  fourth  quarter
private placement of $109.0 million of Senior Notes due 2009  and
2012  with  a  weighted  average  interest  rate  of  6.29%.   In
October  2002,  the Company used $107.3 million of  the  proceeds
from  this private placement to purchase the indebtedness related
to  hog  production facilities previously leased under  a  master
lease  program,  effectively reducing  the  Company's  net  lease
payments.   On December 31, 2002, the Company paid an  additional
$4.1 million and assumed a $10.0 million bond payable to complete
the   acquisition   of   Shawnee  Funding,  Limited   Partnership
effectively   acquiring  all  of  the  related   hog   production
facilities previously leased and $2.2 million of cash held  in  a
construction  fund which will be used to repay a portion  of  the
bonds   payable.    Partially   offsetting   the   increase,   in
October  2002,  the  Company effectively  repurchased  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 a portion  of
the consideration to repay $11.3 million to the Company to pay in
full all 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 12 to the Consolidated  Financial
Statements for further discussion.

During  the first quarter of 2002, the Company extended  for  one
year  a  $20.0 million revolving credit facility and  let  expire
other revolving credit facilities of $121.0 million.  In December
2002  the Company established a new $25.0 million committed  line
of  credit.   The Company also has total short-term,  uncommitted
credit lines totaling $79.5 million at December 31, 2002.  As  of
December  31,  2002, the Company had $21.0 million of  borrowings
outstanding   under  committed  facilities  and   $55.1   million
outstanding under the short-term uncommitted lines.

  The  following  table  represents a summary  of  the  Company's
commercial   commitments  and  contingent   obligations   as   of
December 31, 2002.

                                                            Total amount
(Thousands of dollars)                                       available

Short-term credit facilities - committed                     $ 45,000
Short-term uncommitted demand notes                            79,504
Letters of credit                                               6,454
Total at December 31, 2002                                    130,958
Committed Letters of Credit and Amounts drawn against lines    89,766
Available borrowing capacity at December 31, 2002            $ 41,192


Subsequent  to  year-end, the Company extended  for  one  year  a
$20.0  million revolving credit facility and entered into  a  new
$75.0  million  committed line for a subsidiary of the  Commodity
Trading and Milling segment, which is secured by certain  of  the
Company's  commodity  trading inventory and accounts  receivable.
This  new  line  includes financial covenants for the  subsidiary
which  require  maintenance of certain levels of working  capital
and  net  worth,  and  limitations  on  debt  to  net  worth  and
liabilities  to  net  worth ratios.   After  this  new  line  was
established,  short-term committed lines totaled  $120.0  million
and short-term uncommitted lines totaled $59.5 million.

Cash  from  financing activities increased $98.2  million  during
2001  compared to 2000 primarily reflecting the higher  level  of
note  and  industrial revenue bond repayments  during  2000  with
proceeds from the sale of the Poultry Division.

Effective  December  31, 2001, the Company  sold  a  ten  percent
minority interest in its power barge placed in service during the
fourth   quarter   of   2000  in  the  Dominican   Republic   for
$6.0 million, consisting of $5.0 million cash and $1.0 million in
contributed payables previously recorded by the Company.  No gain
or  loss  was  recognized  on the sale.   As  part  of  the  sale
agreement, the buyer has the option to sell its interest back  to
the  Company  at any time until December 31, 2004  for  the  book
value at the time of the sale.

The  Company  is a party to a master lease program  and  contract
production  agreements (the "Facility Agreements")  with  limited
liability companies which own certain of the facilities that  are
used  in connection with the Company's vertically integrated  hog
production.   These arrangements are currently accounted  for  as
operating  leases.   These  hog  production  facilities   produce
approximately  20%  of the Company-owned hogs  processed  at  the
plant.   At  December 31, 2002, the total amount  of  unamortized
costs  representing  fixed  asset  values  under  these  Facility
Agreements was approximately $61.0 million.  The $58.3 million of
underlying bank debt within these facilities expires in 2006  and
2007.   At  December  31, 2002, total future payments,  including
interest,  assuming the Company renews through  the  end  of  the
final  terms,  amount  to $144.7 million.  These  facilities  are
owned  by  companies considered to be variable interest  entities
(VIEs),  for  which  the  Company is deemed  to  be  the  primary
beneficiary.   Accordingly,  the  Company  will  be  required  to
consolidate  these entities in the third quarter of  2003  unless
changes  in  the  equity structure of the  VIEs  occur  prior  to
June  30,  2003.  The Company is evaluating various  options  for
these  facilities, including purchasing certain assets  from  one
limited  liability  company  with a value  of  $25.6  million  at
December 31, 2002, and/or assigning its purchase option  for  all
of  the  properties to a third party with which the  Company  may
enter into production arrangements.  Management believes that  it
will   have  sufficient  liquidity  and  financing  capacity   to
accomplish  any  of  the  alternatives.   The  contractual   cash
obligation  table  below  presents  additional  optional  renewal
payments,  at current interest rates, as if the Company continues
to renew the Facility Agreements through the final optional date.
See  Note 11 to the Consolidated Financial Statements for  further
discussion.

A  summary  of  the  Company's contractual cash  obligations  and
optional renewal amounts as of December 31, 2002 is as follows:


(Thousands of dollars)         2003    2004    2005    2006     2007 Thereafter

Contract grower finishing
 agreements                 $  5,977 $ 6,281 $ 5,379 $ 5,210  $ 5,040  $ 43,102
Obligations under Facility
 Agreements                    6,883   2,092     382     382      382       793
Other  operating lease
 payments                     13,016   6,461   6,222   5,218    4,394     4,725
Total  lease  obligations     25,876  14,834  11,983  10,810    9,816    48,620
Long-term debt                55,869  49,892  56,672  38,116   38,001   136,065
Other  purchase commitments   38,524     288     288     288      288         -
Total cash obligations
 and commitments             120,269  65,014  68,943  49,214   48,105   184,685
Additional optional annual
 renewal payments under
  Facility  Agreements         4,993   9,763  11,462  11,449   11,436    84,719
Total                       $125,262 $74,777 $80,405 $60,663  $59,541  $269,404

In addition to the financing requirements to accommodate the Pork
segment   expansion  plans,  the  Company's  Senior  Notes   have
scheduled  maturities, as shown in the table  above.   Management
believes  that  the Company's current combination  of  liquidity,
capital resources and borrowing capabilities will be adequate for
its  existing  operations  during  fiscal  2003.   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   totaled  $1,829.3  million  for  the   year   ended
December  31,  2002, compared to $1,804.6 million  for  the  year
ended  December 31, 2001.  Operating income of $47.1 million  for
2002 decreased $67.3 million compared to $114.4 million in 2001.

Net   sales   totaled  $1,804.6  million  for  the   year   ended
December  31,  2001, compared to $1,583.7 million  for  the  year
ended December 31, 2000.  Operating income of $114.4 million  for
2001  increased  by $66.3 million compared to  $48.1  million  in
2000.

Pork Segment
(Dollars in millions)                  2002      2001      2000
Net sales                           $ 645.8   $ 772.4   $ 724.7
Operating income (loss)             $ (13.9)  $  68.7   $  63.4

Net  sales  for  the  Pork segment decreased  $126.6  million  to
$645.8  million in 2002 compared to 2001 as the 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 increased, which resulted in significantly
lower sales prices compared with the prior year.

Operating  income  for  the  Pork  segment  decreased  $82.6 million
to $(13.9)  million  in  2002 compared to 2001.   This  decrease  is
primarily  the  result of lower sales prices, as discussed  above
and higher feed costs, partially offset by a decrease in cost  of
third  party hogs.  While unable to predict future market prices,
management  expects overall market conditions to  improve  during
2003 allowing this segment to return to positive operating income
for  2003.  Future results may also be adversely affected by  the
proposed  packer ban legislation as discussed in Note 11  to  the
Consolidated Financial Statements.

Net  sales  increased  $47.7 million to $772.4  million  in  2001
compared  to  2000.   This increase is primarily  the  result  of
higher pork prices as a result of favorable relationship of  pork
supplies   and   pork   demand.    Operating   income   increased
$5.3  million  to $68.7 million in 2001 compared to  2000.   This
increase  is  primarily  the result of  higher  pork  prices,  as
discussed above, and processing an increased proportion of  lower
cost,  Company-raised  hogs versus third  party  hogs.   Expanded
production capacity allowed the Company to raise more of its  own
hogs in 2001.  Partially offsetting these increases, the cost  of
Company-raised hogs increased over 2000, reflecting higher  feed,
maintenance, medical and energy costs.


Commodity Trading and Milling Segment
(Dollars in millions)                  2002      2001      2000
Net sales                           $ 652.1   $ 476.2   $ 359.0
Operating income (loss)             $  18.4   $  13.2   $  (3.5)
Loss from foreign affiliates        $  (3.8)  $  (4.5)  $  (2.4)

Net  sales  for the Commodity Trading & Milling segment increased
$175.9 million to $652.1 million in 2002 compared to 2001.   This
increase  is primarily the result of increased commodity  trading
volumes  of  corn and wheat to third party customers  and,  to  a
lesser  extent,   increased milling revenues.  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 the Commodity Trading  &  Milling  segment
increased $5.2 million to $18.4 million in 2002 compared to 2001.
This  increase  is  primarily a result of increased  third  party
trading  volumes  and  increased production  at  certain  foreign
milling  operations  as discussed above.  Due  to  the  uncertain
political  and economic conditions in the countries in which  the
Company  operates, management is unable to predict  future  sales
and  operating results but anticipates positive operating  income
to continue in 2003.

Loss  from  foreign  affiliates decreased $0.7  million  to  $3.8
million  in 2002 compared to 2001.  This decrease is primarily  a
result  of  the  $1.0 million charge in 2001 for the  other  than
temporary decline in value of the shrimp business in Ecuador,  as
discussed  below, partially offset by lower operating results  at
certain  African  milling operations.  Based on the  exposure  to
political  and  economic conditions in the  countries  where  the
foreign affiliates operate, management believes that losses  from
foreign affiliates may continue in 2003.

Net  sales  increased $117.2 million to $476.2  million  in  2001
compared  to  2000.   This increase is primarily  the  result  of
increased  trading  volumes of soybean meal and  wheat  to  third
parties  and,  to  a lesser extent, wheat to foreign  affiliates.
Operating income increased $16.7 million to $13.2 million in 2001
compared  to  2000.   This  increase is  primarily  a  result  of
improvements  in  operating certain mills in  foreign  countries,
including the first year of profitable operations in Zambia,  and
profitable  operations of a new mill acquired  during  the  third
quarter  of  2000.  To  a  lesser extent, the  increase  reflects
$3.5 million of recoveries of previously reserved receivables and
increased commodity sales as discussed above.

Loss   from   foreign  affiliates  increased  $2.1   million   to
$4.5  million in 2001 compared to 2000.  As a result of recurring
losses in a shrimp business operated as a subsidiary of a foreign
affiliate  in Ecuador, at December 31, 2001, management evaluated
its  carrying value of its investment in Ecuador.  Based  on  the
evaluation,  in the fourth quarter of 2001, a $1.0  million  loss
was  recognized for the other than temporary decline in value  of
this  investment.   The increase was also  the  result  of  lower
earnings at a milling operation in Haiti.


Marine Segment
(Dollars in millions)                  2002      2001      2000
Net sales                           $ 383.4   $ 384.9   $ 364.9
Operating income                    $  16.6   $  24.0   $  14.5

Net sales for the Marine Segment remained relatively constant  at
$383.4  million  in  2002 compared to $384.9 in  2001.   Overall,
cargo volumes increased in most existing markets and certain  new
routes  were  added  during the fourth quarter  of  2002.   These
increases  were  partially  offset  by  significant  declines  in
certain   South  American  routes  as  a  result   of   political
instability  in  Venezuela  throughout  2002.   In  addition,  in
December  2002 a general strike commenced in Venezuela  resulting
in  the  discontinuance of all port calls to that  country.   The
overall  increase in cargo volumes was also partially  offset  by
generally lower cargo rates in 2002 compared to 2001.

Operating income for the Marine Segment decreased $7.4 million to
$16.6 million in 2002 compared to 2001, as a direct result of the
political  instability in Venezuela throughout 2002 as  discussed
above.   The duration and extent of the reduced demand, primarily
attributable to the political instability and general  strike  in
Venezuela,  will  continue to effect future results  as  long  as
shipping  demand  for the affected South American  routes  remain
depressed.   However,  Management expects operating  income  will
remain   positive   for   2003,   although   continued   economic
uncertainties in certain South American routes could continue  to
reduce overall profitability.

Net  sales  increased  $20.0 million to $384.9  million  in  2001
compared  to  2000.   This increase primarily reflects  increased
volumes  to  certain markets during the year while average  cargo
rates decreased slightly compared to the prior year average.  The
increased sales also reflect a full year of services provided  at
a  cargo  terminal  facility at the Port  of  Houston  which  was
acquired  during  the second quarter of 2000.  Although  economic
uncertainties  still existed in certain South  American  markets,
volumes  in these markets improved during 2001 compared to  2000,
partially offset by a decline in volumes to the Caribbean  Basin.
Operating income increased $9.5 million to $24.0 million in  2001
compared  to  2000,  primarily  reflecting  improved  results  in
certain South American markets discussed above.


Sugar and Citrus Segment
(Dollars in millions)                  2002      2001      2000
Net sales                           $  57.7   $  77.7   $  60.1
Operating income (loss)             $  16.3   $   6.6   $  (7.6)

Net   sales   for   the   Sugar  and  Citrus  segment   decreased
$20.0  million  to  $57.7  million  in  2002  compared  to  2001,
primarily  reflecting  the devaluation  of  the  Argentine  peso,
discussed  below.  The reduction was partially offset  by  higher
sales  prices  for sugar (in pesos) and increased  sales  volumes
from  export sales.  Operating income increased $9.7  million  in
2002  compared to 2001, reflecting the reduction in cost of goods
sold  as  a result of the devaluation discussed below and,  to  a
lesser  extent, improved peso sales prices.  While management  is
not  able  to  predict  future sugar prices  or  the  effects  of
devaluation  as  discussed  below, management  expects  operating
income will remain positive for 2003.

The  functional currency of the Sugar and Citrus Segment  is  the
Argentine  peso.   As  discussed in Note 12 to  the  Consolidated
Financial  Statements, in December 2001, the Argentine government
placed   restrictions   on   the  exchange   of   currency.    On
January 6, 2002, the government of Argentina officially ended the
one  peso  to one U.S. dollar parity.  On January 11,  2002,  the
currencies began market trading resulting in ongoing devaluation.
This  devaluation  has resulted in material currency  translation
losses  beginning  in  December 2001 and continuing  through  the
first  half  of  2002.   During the  second  half  of  2002,  the
Argentine  peso stabilized somewhat.  Operating income  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 in 2002 and 2001.  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.

Net  sales  increased  $17.6 million to  $77.7  million  in  2001
compared to 2000, primarily a result of improved sugar prices and
higher  sales  volumes.  Sales volumes increased primarily  as  a
result of an increase in the resale of sugar purchased from third
parties.   Operating income for 2001 increased $14.2  million  to
$6.6  million compared to 2000, primarily as a result  of  higher
sugar  prices,  increased sales volumes, increases in  production
efficiencies and a lower provision for doubtful accounts.


Power Segment
(Dollars in millions)                  2002      2001      2000
Net sales                           $  63.1   $  63.6   $  35.8
Operating income                    $  14.3   $  14.6   $   6.0

Net  sales  for  the  Power segment remained fairly  constant  at
$63.1  million  in  2002  compared  to  $63.6  million  in  2001.
Operating  income also remained fairly constant at $14.3  million
in  2002  compared  to  $14.6  million  in  2001.   During  2002,
increased  transmission fees incurred in  conjunction  with  spot
market  sales  were  primarily offset by recovery  of  previously
written-off receivables.  While management is not able to predict
future  market rates, demand for power in the Dominican  Republic
is   expected   to  remain  strong  during  2003.    Accordingly,
management expects operating income to remain positive for 2003.

Net  sales  increased  $27.8 million to  $63.6  million  in  2001
compared  to  2000  reflecting a full year of operations  of  the
second  power barge that began in October of 2000.   Through  the
third  quarter  of  2001, all sales from this segment  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.
Operating income for the Power segment increased $8.6 million  to
$14.6  million in 2001 compared to 2000 primarily reflecting  the
operations of the second power barge.


Wine Segment
(Dollars in millions)                  2002      2001      2000
Net sales                           $     -   $     -   $   6.8
Operating loss                      $     -   $     -   $  (9.2)
Loss from foreign affiliate         $  (2.9)  $  (3.7)  $     -

As  discussed in Note 2 to the Consolidated Financial Statements,
Seaboard's consolidated wine segment and a cash contribution were
exchanged  for  a non-controlling interest in a larger  Bulgarian
wine  business (the Business) on December 29, 2000.  As a  result
of this exchange, the wine segment results are reported using the
equity  method  of accounting since 2001.  The results  for  2001
only  include nine months as it is recorded on a three-month lag.
As a result of the three month lag, in order to reflect operating
results  of  the Wine segment through the date of  the  exchange,
this segment's results for 2000 include 15 months of operations.

During  the  third  quarter of 2002, the Business  negotiated  an
extension of principal payment due dates and a waiver of  default
when  it  was unable to make a scheduled principal payment  to  a
bank  and to achieve certain related loan covenants.  In February
2003,  the Business received an additional extension with revised
interim  payment  terms  through May 2003  and  is  currently  in
negotiations  with  the  bank for additional  revised  terms  and
conditions.  In the event the Business does not obtain additional
revisions  to  the loan terms and/or waivers,  or  is  unable  to
fulfill  the  revised interim payment terms 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.   In addition, as of December 31, 2002, the  Business
has  evaluated the recoverability of its long-lived assets  based
on  projected  future  cash  flows and accordingly,  the  Company
believes  there is not an other than temporary decline in  value,
pending  the  resolution of negotiations with the  bank.   As  of
December  31, 2002, the Company's investments in and advances  to
the Business totaled $19.7 million.


All Other Segments
(Dollars in millions)                  2002      2001      2000
Net sales                           $  27.1   $  29.8   $  32.3
Operating loss                      $  (0.8)  $  (8.8)  $ (11.5)
Loss from foreign affiliates        $ (10.2)  $  (1.3)  $     -

Net  Sales  for  All  Other segments decreased  $2.7  million  to
$27.1  million  in  2002  compared to  2001  and  operating  loss
improved $8.0 million for 2002 compared to 2001.  These decreases
are  primarily the result of the Produce division's  decision  to
cease shrimp, pickle and pepper farming operations in Honduras in
late  2001 and, to a lesser extent, discontinuing two non-produce
related  small businesses during early 2002.  Management  expects
to be near break-even or better for 2003.

As discussed in Note 13 to the Consolidated Financial Statements,
in  February 2003, management signed a letter of intent  for  the
sale  of the shrimp farming and shrimp processing assets and  has
evaluated  the  recoverability of the  other  long-lived  farming
assets  discussed  above at December 31,  2002.   Based  on  this
evaluation,  the Produce division incurred a $0.3 million  charge
in  2002  for  impairment  of pickle and pepper  farming  related
assets,   and   is   currently  considering   various   strategic
alternatives for the remaining pickle and pepper farming  assets.
An  additional impairment charge could be incurred  depending  on
the  final  decision regarding the alternatives if the  remaining
carrying  value of $1.2 million for these farming assets  is  not
fully recoverable.

The  loss from foreign affiliates represents the Company's  share
of  losses from Fjord recorded on a three-month lag beginning  in
the  third  quarter  of  2001.  See Note 3  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.  Losses increased in 2002 compared to 2001 as
a  result of low worldwide salmon prices and include $3.8 million
for  the  Company's  share  of  charges  incurred  to  close  and
consolidate  certain  operations.   Although  management   cannot
predict worldwide salmon prices, losses are expected to continue.

Net  Sales  for  All  Other segments decreased  $2.5  million  to
$29.8   million  in  2001  compared  to  2000.   Sales  decreased
primarily  as  the  result of lower prices and yields  of  shrimp
grown  and  sold  within  the Produce Division.   Operating  loss
decreased $2.7 million to $8.8 million in 2001 compared to  2000.
The  improvement in operating loss is primarily the result of the
Company  discontinuing  the  business  of  marketing  fruits  and
vegetables grown through joint ventures or independent growers by
selling  certain assets of its Produce Division during the  third
quarter  of  2000  (see  Note  2 to  the  Consolidated  Financial
Statements).  Partially offsetting the improvement were increased
operating  losses from the existing Produce Division  operations,
including a severance charge to earnings of $1.3 million  related
to  ceasing  shrimp,  pickle  and pepper  farming  operations  in
Honduras.


Selling, General and Administrative Expenses

Selling,  general  and administrative (SG&A)  expenses  decreased
$12.3  million to $102.9 million in 2002 compared to 2001.   This
decrease is primarily a result of lower operating costs  for  the
Sugar  and Citrus segment reflecting the effects of the Argentine
peso  devaluation  on  peso  denominated  expenses,  recovery  of
previously  written-off  receivables in  the  Power  segment  and
discontinuing operations of certain other small businesses.  As a
percentage of revenues, SG&A decreased to 5.6% for 2002 from 6.4%
in 2001.

SG&A  decreased $14.0 million to $115.2 million in 2001  compared
to 2000.   This decrease is primarily a result of changing to the
equity  method of accounting for the Wine business for  2001  (as
discussed  in  Note  2 to the Consolidated Financial  Statements)
and,  to  a  lesser  extent, recoveries  of  previously  reserved
receivables  and  discontinuing the business of marketing  fruits
and  vegetables  by the Produce Division in the  prior  year,  as
discussed  above, partially offset by increases discussed  below.
The  increases  reflect increased service and  support  functions
related  to  expanded  operations in the  Commodity  Trading  and
Milling, Marine and Power segments.  As a percentage of revenues,
SG&A decreased to 6.4% for 2001 from 8.2% in 2000, primarily as a
result  of increased revenues in these segments in excess of  the
related SG&A increases.


Interest Expense

Interest  expense  totaled  $22.7  million,  $27.7  million   and
$30.1  million  for the years ended December 31, 2002,  2001  and
2000,  respectively.   The decrease in 2002 from  2001  primarily
reflects  lower  average interest rates and, to a lesser  extent,
lower  average level of short-term borrowings outstanding  during
2002.   The  decrease  in  2001 from 2000  primarily  reflects  a
decrease in short-term borrowings and, to a lesser extent,  lower
interest rates on variable rate debt.


Interest Income

Interest   income   totaled  $5.9  million,  $8.5   million   and
$12.6  million  for the years ended December 31, 2002,  2001  and
2000,  respectively.   The decrease in 2002 from  2001  primarily
reflects  a decrease in average funds invested and, to  a  lesser
extent,  lower  interest rates.  The decrease in 2001  from  2000
primarily reflects lower interest rates and, to a lesser  extent,
a decrease in average funds invested.


Other Investment Income, Net

Other  investment income, net totaled $0.8 million, $4.8  million
and  $5.7 million for the years ended December 31, 2002, 2001 and
2000, respectively.  During 2001, the Company sold its shares  of
a long-term investment in a foreign company recognizing a gain of
$3.7 million.  In 2000, other investment income, net is primarily
attributable  to a $3.6 million gain recognized on  the  sale  of
certain   marketable  securities  held  for  sale  and  increased
profitability  from  the prior ownership of  a  domestic  seafood
business  investment as discussed in Note 3 to  the  Consolidated
Financial Statements.


Loss on Exchange/Disposition of Businesses

On  December  29,  2000,  the Company exchanged  its  controlling
interest  in  a  Bulgarian wine operation and  cash  for  a  non-
controlling  interest in a larger wine operation resulting  in  a
$5.6 million loss.  During the third quarter of 2000, the Company
discontinued  the  business of marketing  fruits  and  vegetables
grown  through joint ventures or independent growers  by  selling
certain   assets   of  its  Produce  Division  resulting   in   a
$2.0 million loss.


Foreign Currency Losses

Foreign  currency losses totaled $17.1 million, $8.8 million  and
$0.1  million  for the years ended December 31,  2002,  2001  and
2000,  respectively.  The losses primarily reflect the  Argentine
peso devaluation effect on dollar denominated net liabilities  of
the  Company's  Argentine subsidiary of $12.5  million  and  $7.8
million  for  2002 and 2001, respectively.  See Note  12  to  the
Consolidated  Financial  Statements for further  discussion.   In
addition, during 2002, the Company experienced increased  foreign
currency  losses in its Commodity Trading and Milling  and  Power
divisions.   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 loss.


Miscellaneous, Net

Miscellaneous,  net  totaled $(5.7)  million,  $5.6  million  and
$7.5  million  for the years ended December 31,  2002,  2001  and
2000,  respectively.  During 2002 the Company recorded losses  of
$25.0  million  on  the  Company's ten-year  interest  rate  swap
agreements  as  a  result of falling interest rates  compared  to
gains  of $2.8 million recognized during 2001.  These  swap
agreements  do  not qualify  as  hedges  for  accounting  purposes
and  accordingly, changes  in the market value are recorded to
earnings as interest rates change.  See Note 9 to the Consolidated
Financial Statements  for additional discussion.  During 2002,  a
gain  of $18.3 million was recognized for proceeds received from a
lawsuit as discussed in Note 11 to the Consolidated Financial
Statements.  During 2000, a $3.8 million gain was realized from the
recognition  of  unamortized proceeds from prior terminations  of
interest  rate agreements associated with debt repaid during  the
year.


Income Tax Expense

During  2002,  the Company recognized a one-time tax  benefit  of
$14.3  million related to the cumulative basis difference in  the
Company's  Argentine subsidiary.  See Note 7 to the  Consolidated
Financial  Statements  for  further  discussion.   Excluding  the
effects  of  this  subsidiary, the effective tax  rate  for  2002
compared  to  2001  primarily reflects the effects  of  increased
permanently deferred foreign earnings and lower domestic  taxable
income.   The effective tax rates decreased significantly  during
2001  compared  to  2000  primarily  as  a  result  of  increased
permanently  deferred  foreign  earnings  during  2001  partially
offset by the effect of certain other permanent differences.


Other Financial Information

The  Company  is subject to various federal and state regulations
regarding environmental protection and land and water use.  Among
other  things, these regulations affect the disposal of livestock
waste  and  corporate  farming  matters  in  general.  Management
believes it is in compliance, in all material respects, with  all
such  regulations.  Laws and regulations in the states where  the
Company currently conducts its pork operations are becoming  more
restrictive.  These and future changes could delay the  Company's
expansion  plans or increase related development  costs.   Future
changes  in environmental or corporate farming laws could  affect
the  manner  in which the Company operates its business  and  its
cost structure.

On  February 12, 2003, the Environmental Protection Agency  (EPA)
published  its  final regulations related to concentrated  animal
feeding  operations (CAFOs) which are applicable to the Company's
hog  confinement operations.  The regulations require the Company
to obtain federal National Pollutant Discharge Elimination System
(NPDES)  Permits and to implement nutrient management plans  with
respect  to  virtually  all  of  the  Company's  hog  confinement
operations.  The Company believes that it will be able to  obtain
the  requisite  permits  and  implement  the  requisite  nutrient
management plans without incurring expenditures which  will  have
any material adverse effect on the financial condition or results
of operations of the Company.

The  Financial  Accounting  Standards  Board  (FASB)  has  issued
Statement  of Financial Accounting Standards 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  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  has  performed
detailed  assessments  and obtained the  appraisals  required  to
estimate   the   future  retirement  costs   based   on   current
regulations.  The Company will record, as a cumulative effect,  a
$2.2  million charge to earnings ($1.3 million, net of  tax),  an
increase  in net fixed assets of $3.2 million and a liability  of
$5.4  million for this change in accounting principle on  January
1,  2003.  During 2003, the Company estimates the total accretion
of  the  liability and depreciation of fixed assets  to  increase
cost of sales by approximately $0.5 million.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN
45),  "Guarantor's  Accounting and  Disclosure  Requirements  for
Guarantees,  Including  Indirect Guarantees  of  Indebtedness  of
Others".  FIN 45 applies to guarantors only and applies  only  to
direct   and   indirect   guarantees  with   specified   contract
characteristics.   FIN 45 increases disclosure  requirements  for
guarantees in place as of December 31, 2002.  See Note 11 to  the
Consolidated  Financial  Statements for the  related  disclosure.
Also,  for guarantees issued or modified after December 31, 2002,
FIN  45 requires a guarantor to recognize, at the inception of  a
guarantee,  a  liability  for the fair value  of  the  obligation
undertaken in issuing the guarantee.  The adoption of FIN  45  is
not expected to have a material impact on the Company's financial
position or net earnings.

In  January 2003, the FASB issued FASB Interpretation No. 46 (FIN
46),  "Consolidation  of  Variable Interest  Entities".   FIN  46
applies to entities if its total equity at risk is not sufficient
to permit the entity to finance its activities without additional
subordinated  support  or if the equity  investors  lack  certain
characteristics  of  a  controlling financial  interest.   If  an
entity  is determined to meet those certain characteristics,  FIN
46  requires a test to identify the primary beneficiary based  on
expected losses and expected returns associated with the variable
interest.    The   primary  beneficiary  is  then   required   to
consolidate the entity.  The consolidation requirements apply  to
all  variable interest entities (VIEs) created after January  31,
2003.  The Company must apply the consolidation requirements  for
VIEs  that  existed  prior to February  1,  2003  and  remain  in
existence  as  of July 1, 2003.  See Note 11 to the  Consolidated
Financial Statements for the related disclosure of existing  VIEs
as  of  December 31, 2002.  As the Company has not yet determined
the  ultimate  existence of certain VIEs  as  of  July  1,  2003,
management is not yet able to determine the impact of FIN  46  on
the Company's financial position.

The  Company does not believe its businesses have been materially
adversely affected by general inflation.


Critical Accounting Policies

The  preparation  of  the  consolidated financial  statements  in
conformity with accounting principles generally accepted  in  the
United  States of America requires the Company to make  estimates
and  assumptions that affect the reported amounts of  assets  and
liabilities   and  the  disclosure  of  contingent   assets   and
liabilities at the date of the consolidated financial  statements
and  the  reported  amounts of revenue and  expenses  during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.   Management  has identified the  accounting  policies
believed  to  be  the  most important to  the  portrayal  of  the
Company's  financial  condition and results,  and  which  require
management's  most  difficult, subjective or  complex  judgments,
often  as a result of the need to make estimates about the effect
of   matters  that  are  inherently  uncertain.   These  critical
accounting policies include:

Allowance for doubtful receivables - Management uses various data
and  historical  information to evaluate  the  adequacy  of  this
reserve for receivables estimated to be uncollectible as  of  the
consolidated   balance   sheet  date.   Changes   in   estimates,
developing  trends and other new information can have a  material
effect   on  future  evaluations.   In  addition,  the  Company's
receivables  are  heavily  weighted towards  foreign  receivables
($154.7   million  or  71%  at  December  31,  2002),   including
receivables  from  foreign  affiliates  discussed  below,   which
generally  represent more of a collection risk than its  domestic
receivables.

Investments  in and advances to foreign affiliates  -  Management
uses  the equity method of accounting for these investments.   At
the  balance sheet date, management will evaluate certain  equity
investments  for  potential decline in value  deemed  other  than
temporary  when  conditions warrant such  an  assessment.   Since
these  investments  mostly involve entities in foreign  countries
considered  underdeveloped,  changes  in  the  local  economy  or
political environment may occur suddenly and can materially alter
this  evaluation.  In certain cases, the Company has  an  ongoing
business  relationship through sales of grain to  these  entities
that  also  include  receivables from these  foreign  affiliates.
Management  considers the long-term business  prospects  of  such
investments when making its assessment.  At December   31,  2002,
the  total  investment in and advances to foreign affiliates  was
$83.9   million.   See  Note  5  to  the  Consolidated  Financial
Statements for further discussion.

Employee  Pension Obligations and Related Expense - The Company's
employee pension obligations and related expense are dependent on
management's  assumptions used by actuaries in  calculating  such
amounts.   These  assumptions include  discount  rates,  expected
return on plan assets, long-term rate of increase in compensation
levels  and  other  factors.  Actual  results  that  differ  from
management's  assumptions  are  accumulated  and  amortized  over
future  periods  and, therefore, generally affect the  recognized
obligation  and related expense.  While management believes  that
the assumptions used are appropriate, significant differences  in
the  actual experience or changes in the assumptions would affect
the   obligation  and  related  expense.   See  Note  10  to  the
Consolidated Financial Statements for more information  regarding
costs and assumptions for employee pension plans.

Contingent  liabilities - Management has  evaluated  the  various
exposures,   including  environmental  exposures  of   its   Pork
division,  described  in  Note 11 to the  Consolidated  Financial
Statements.    Based  on  currently  available  information   and
analysis,  management  believes that all  such  items  have  been
adequately accrued for and reflected in the consolidated  balance
sheet  as  of  December 31, 2002.  Future changes in information,
legal  statutes  or events could result in changes  to  estimates
that  could  have  a  material adverse impact  on  the  financial
statements.

Determining  functional currencies of foreign  operations  -  The
Company  has  several  foreign subsidiaries  and  locations  that
account  for $774.3 million, or 42% of sales, $388.7 million,  or
30%  of assets and $227.4 million, or 29% of liabilities,  as  of
December  31,  2002.   Management is required  to  translate  the
financial statements of the foreign entities from the currency in
which  they  keep  their accounting records  into  United  States
dollars using the appropriate exchange rates.  Depending  on  the
entities'  functional  currency, this  process  creates  exchange
gains  and losses which are either included in the statements  of
operations  or as foreign currency translation adjustments  as  a
separate   part  of  equity,  classified  as  accumulated   other
comprehensive  loss.  The functional currency  is  determined  by
management after consideration of the relevant economic facts and
circumstances  specific to each entity.  The magnitude  of  these
exchange  gains  or  losses is determined  by  movements  of  the
exchange  rates  of  the foreign currencies  against  the  United
States  dollar.   As  described in Note 12  to  the  consolidated
financial   statements,  during  2002  and   2001   the   Company
experienced  a  devaluation of its assets in  Argentina.   As  of
December  31, 2002, the Company had $97.2 million ($62.6  million
net of tax) in cumulative foreign currency translation adjustment
recorded  on  the  balance sheet.  Changes by management  in  the
designation  of  the  foreign entities' functional  currency  and
fluctuations in prevailing exchange rates could have  a  material
impact on future Consolidated Financial Statements.


Derivative Information

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 and leases with  variable
rate  interest  components. From time to time, the  Company  uses
interest rate swaps to manage risks of increasing interest rates.
Changes  in  commodity prices impact the cost  of  necessary  raw
materials,  finished  product sales and firm  sales  commitments.
The  Company uses corn, wheat, soybeans and soybean meal  futures
and  options to manage certain risks of increasing prices of  raw
materials  and firm sales commitments.  From time  to  time,  the
Company uses hog futures to manage risks of increasing prices  of
live  hogs acquired for processing.  Changes in foreign  currency
exchange rates impact the cash paid or received by the Company on
foreign  currency  denominated  receivables  and  payables.   The
Company manages certain of these risks through the use of foreign
currency forward exchange agreements.

The  table  below provides information about the  Company's  non-
trading  financial instruments sensitive to changes  in  interest
rates  at  December  31, 2002.  For debt obligations,  the  table
presents  principal  cash  flows  and  related  weighted  average
interest rates by expected maturity dates.  At December 31, 2002,
long-term   debt  included  foreign  subsidiary  obligations   of
$2.6 million payable in Argentine pesos, $2.1 million denominated
in  Congolese  francs,  and  $2.0  million  denominated  in  U.S.
dollars.   At December 31, 2001, long-term debt included  foreign
subsidiary  obligations  of  $6.6 million  payable  in  Argentine
pesos, $2.6 million denominated in U.S. dollars, and $2.0 million
denominated in Congolese francs.  Weighted average variable rates
are  based  on rates in place at the reporting date.   Short-term
instruments    including   short-term   investments,    non-trade
receivables  and current notes payable have carrying values  that
approximate  market and are not included in  this  table  due  to
their short-term nature.


(Dollars in thousands)   2003    2004    2005    2006    2007 Thereafter  Total
Long-term debt:
 Fixed rate            $51,562 $49,892 $56,672 $38,116 $38,001 $94,465 $328,708
 Average interest rate   7.45%   7.34%   7.17%   7.51%   7.46%   6.80%    7.21%
 Variable rate         $ 4,307       -       -       -       -  41,600 $ 45,907
 Average interest rate   2.03%       -       -       -       -   1.65%    1.69%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2001 consisted of fixed rate long-
term  debt totaling $247.5 million with an average interest  rate
of 7.47%, and variable rate long-term debt totaling $63.5 million
with an average interest rate of 2.42%.

The  Company  entered into five, ten-year interest rate  exchange
agreements  during 2001 whereby the Company pays a  stated  fixed
rate and receives a variable rate of interest on a total notional
amount  of  $150,000,000.  As of December 31, 2002, the  weighted
average fixed rate payable by the Company was 5.52% and aggregate
fair  value  of  the contracts at December 31,  2002  of  $(18.0)
million was recorded in accrued financial derivative liabilities.
As of December 31, 2001, these agreements had a net fair value of
$2.0 million.

Inventories  that  are sensitive to changes in commodity  prices,
including carrying amounts and fair values at December  31,  2002
and  2001  are presented in Note 4 to the Consolidated  Financial
Statements.    Projected  raw  material  requirements,   finished
product  sales, and firm sales commitments may also be  sensitive
to  changes  in  commodity  prices.   The  tables  below  provide
information  about  the Company's derivative contracts  that  are
sensitive  to  changes  in commodity prices.   Although  used  to
manage  overall market risks, during the fourth quarter of  2001,
the Company discontinued the extensive record-keeping required to
account  for any remaining commodity transactions as  fair  value
hedges  and expensed $1.1 million to cost of sales.  The  Company
continues  to  believe  its commodity  futures  and  options  are
economic hedges and not speculative transactions although they do
not  qualify as hedges under accounting rules.  Since the Company
does not account for these derivatives as hedges, fluctuations in
the  related  commodity prices could have a  material  impact  on
earnings  in  any given year.  The following tables  present  the
notional quantity amounts, the weighted average contract  prices,
the  contract  maturities, and the fair values of  the  Company's
open commodity derivative positions at December 31, 2002.


Trading:
                       Contract Volumes      Wtd.-avg.            Fair Value
Futures Contracts       Quantity Units      Price/Unit  Maturity    (000's)

Corn purchases-long     21,649,490 bushels  $  2.68       2003     $(2,087)
Corn sales-short        10,700,066 bushels     2.67       2003         734

Wheat purchases-long     3,320,511 bushels     4.25       2003      (2,296)
Wheat sales-short        3,205,511 bushels     4.27       2003       2,282

Soybean meal purchases-
 long                      171,200 tons      164.77       2003          62
Soybean meal sales-short    72,800 tons      166.18       2003         (72)

Soybean purchases-long     250,000 bushels     5.64       2003           3
Soybean sales-short        860,000 bushels     5.55       2003         (83)


                       Contract Volumes      Wtd.-avg.            Fair Value
Options Contracts       Quantity Units      Price/Unit  Maturity    (000's)

Wheat puts written-long     50,000 bushels  $  4.50       2003     $   (54)
Wheat puts purchased-
 short                      50,000 bushels     4.50       2003          56
Wheat calls purchased-
 long collars               50,000 bushels     4.60       2003         (12)
Wheat calls written-
 short collars              50,000 bushels     4.60       2003          13

Corn puts written-long     500,000 bushels     2.70       2003        (114)
Corn calls purchased-
 long collars              500,000 bushels     3.00       2003         (49)

At  December  31, 2001, the Company had net trading contracts  to
purchase  8.9  million bushels of grain (fair value of  $197,000)
and 200,800 tons of meal (fair value of $(1,760,000)).

The  table below provides information about the Company's forward
currency  exchange  agreements and the related trade  receivables
and  financial instruments sensitive to foreign currency exchange
rates  at  December 31, 2002.  Information is presented  in  U.S.
dollar  equivalents and all contracts mature in 2003.  The  table
presents the notional amounts and weighted average exchange rate.
The   notional   amount  is  generally  used  to  calculate   the
contractual payments to be exchanged under the contract.


                                             Contract/        Change in
(Dollars in thousands)                    Historical Cost     FairValues

Trading:
  Forward exchange agreements
   (receive $U.S./pay South African
   rands (ZAR))                               $12,051          $   (241)

Nontrading:
 Firmly committed sales contracts (ZAR)       $85,373          $ 12,525
 Accounts receivable hedged
  (denominated in ZAR)                        $12,869          $  3,339
 Firmly committed sales contracts (Euro)      $   252          $      4
 Accounts receivable hedged
  (denominated in Euro)                       $   638          $     28
 Related derivatives:
  Forward exchange agreements
   (receive $U.S./pay ZAR)                    $93,396          $(14,043)
  Forward exchange agreements
   (receive $U.S./pay Euro)                   $   892          $    (33)

Average contractual exchange rates:
 Forward exchange agreements
  (receive $U.S./pay ZAR)                       10.01
 Forward exchange agreements
  (receive $U.S./pay Euro)                       0.99

At  December 31, 2001, the Company had net agreements to exchange
$86,136,000 of contracts denominated in South African rands at an
average  contractual  exchange rate of  10.23  ZAR  to  one  U.S.
dollar.

The  stock  of the Company's investment in Fjord's is denominated
in  Norwegian Kroner (NOK).  To hedge a portion of  the  risk  of
change  in the foreign currency exchange rate on this investment,
during  2001 the Company entered into a foreign currency exchange
agreement whereby the Company received a fixed price of NOK 0.109
to  one U.S. dollar.   This hedge expired during 2002 and was not
renewed.


Responsibility for Financial Statements

The  consolidated financial statements appearing in  this  annual
report  have  been  prepared by the Company  in  conformity  with
accounting principles generally accepted in the United States  of
America and necessarily include amounts based upon judgments with
due consideration given to materiality.

The  Company  relies on a system of internal accounting  controls
that is designed to provide reasonable assurance that assets  are
safeguarded, transactions are executed in accordance with Company
policy  and  are  properly recorded, and accounting  records  are
adequate  for  preparation  of  financial  statements  and  other
information.  The  concept of reasonable assurance  is  based  on
recognition that the cost of a control system should  not  exceed
the  benefits expected to be derived and such evaluations require
estimates  and  judgments. The design and  effectiveness  of  the
system   are  monitored  by  a  professional  staff  of  internal
auditors.

The  consolidated financial statements have been audited  by  the
independent accounting firm of KPMG LLP, whose responsibility  is
to  examine records and transactions and to gain an understanding
of  the  system  of internal accounting controls  to  the  extent
required  by auditing standards generally accepted in the  United
States  of  America  and  render  an  opinion  as  to  the   fair
presentation of the consolidated financial statements.

The  Board of Directors pursues its review of auditing,  internal
controls  and  financial statements through its audit  committee,
composed  entirely of independent directors. In the  exercise  of
its responsibilities, the audit committee meets periodically with
management,  with the internal auditors and with the  independent
accountants to review the scope and results of audits.  Both  the
internal  auditors and independent accountants have  unrestricted
access  to  the audit committee with or without the  presence  of
management.


Independent Auditors' Report

We  have audited the accompanying consolidated balance sheets  of
Seaboard Corporation and subsidiaries as of December 31, 2002 and
2001,  and  the  related  consolidated  statements  of  earnings,
changes  in  equity and cash flows for each of the years  in  the
three-year  period  ended December 31, 2002.  These  consolidated
financial  statements  are the responsibility  of  the  Company's
management. Our responsibility is to express an opinion on  these
consolidated financial statements based on our audits.

We  conducted  our  audits in accordance with auditing  standards
generally  accepted  in  the  United  States  of  America.  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement. An audit includes examining, on  a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statements. An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.  We  believe that our audits provide  a  reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position   of  Seaboard  Corporation  and  subsidiaries   as   of
December  31, 2002 and 2001, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period  ended  December 31, 2002, in conformity  with  accounting
principles generally accepted in the United States of America.

As  discussed in Note 5 to the consolidated financial statements,
as  a  result of an additional investment in a foreign  affiliate
during  2002, the accompanying consolidated balance sheet  as  of
December  31,  2001  and the related consolidated  statements  of
earnings,  changes in equity, and cash flows for  the  year  then
ended have been retroactively adjusted to apply the equity method
of  accounting  to  such investment since the  initial  ownership
interest was acquired in 2001.

                                /s/KPMG LLP

Kansas City, Missouri
February 24, 2003


                                  SEABOARD CORPORATION
                              Consolidated Balance Sheets

                                                              December 31,
(Thousands of dollars)                                     2002          2001

                        Assets

Current assets:
   Cash and cash equivalents                          $   23,242    $   22,997
   Short-term investments                                 30,337       126,795
   Receivables:
      Trade                                              150,563       156,779
      Due from foreign affiliates                         41,360        27,187
      Other                                               26,047        24,021
                                                         217,970       207,987
      Allowance for doubtful receivables                 (16,178)      (20,571)
        Net receivables                                  201,792       187,416
   Inventories                                           243,949       205,345
   Deferred income taxes                                  15,481        10,075
   Other current assets                                   42,896        36,343
        Total current assets                             557,697       588,971
Investments in and advances to foreign affiliates         83,855        68,189
Net property, plant and equipment                        621,593       556,273
Other assets                                              17,996        21,324
Total Assets                                          $1,281,141    $1,234,757

        Liabilities and Stockholders' Equity

Current liabilities:
   Notes payable to banks                             $   76,112    $   37,703
   Current maturities of long-term debt                   55,869        55,166
   Accounts payable                                       67,464        61,513
   Accrued compensation and benefits                      35,633        34,682
   Accrued financial derivative liabilities               33,630        12,811
   Income taxes payable                                   17,583        17,343
   Other accrued liabilities                              70,071        61,382
      Total current liabilities                          356,362       280,600
Long-term debt, less current maturities                  318,746       255,819
Deferred income taxes                                     71,509       129,905
Other liabilities                                         40,639        33,946
      Total non-current and deferred liabilities         430,894       419,670
Minority interest                                          7,154         6,067
Commitments and contingent liabilities
Stockholders' equity:
   Common stock of $1 par value.  Authorized
     4,000,000 shares; issued 1,255,054 and
     1,789,599 shares                                      1,255         1,790
   Shares held in treasury                                     -          (302)
                                                           1,255         1,488
   Additional capital                                          -        13,214
   Accumulated other comprehensive loss                  (67,284)      (62,873)
   Retained earnings                                     552,760       576,591
      Total stockholders' equity                         486,731       528,420
Total Liabilities and Stockholders' Equity            $1,281,141    $1,234,757

See accompanying notes to consolidated financial statements.


                                       SEABOARD CORPORATION
                               Consolidated Statements of Earnings

                                                    Years ended December 31,
(Thousands of dollars except per share amounts)    2002       2001       2000

Net sales                                     $1,829,307 $1,804,610 $1,583,696
Cost of sales and operating expenses           1,679,264  1,575,070  1,406,439
Gross income                                     150,043    229,540    177,257
Selling, general and administrative expenses     102,918    115,188    129,192
Operating income                                  47,125    114,352     48,065

Other income (expense):
   Interest expense                              (22,659)   (27,732)   (30,134)
   Interest income                                 5,887      8,500     12,580
   Other investment income, net                      757      4,823      5,686
   Loss on exchange of business                        -          -     (7,607)
   Loss from foreign affiliates                  (16,826)    (9,508)    (2,440)
   Minority interest                              (1,087)         -        785
   Foreign currency loss, net                    (17,143)    (8,776)       (89)
   Miscellaneous, net                             (5,696)     5,564      7,457
      Total other income (expense), net          (56,767)   (27,129)   (13,762)
      Earnings (loss) from continuing operations
       before income taxes                        (9,642)    87,223     34,303
Income tax benefit (expense)                      23,149    (35,234)   (25,431)
Earnings from continuing operations               13,507     51,989      8,872
Gain on disposal of discontinued operations,
 net of income taxes of $57,305                        -          -     90,037
Net earnings                                  $   13,507 $   51,989 $   98,909

Net earnings per common share:
  Net earnings per share from continuing
   operations                                 $     9.38 $    34.95 $     5.96
  Net earnings per share from discontinued
   operations                                          -          -      60.53
Net earnings per common share                 $     9.38 $    34.95 $    66.49

Dividends per common share                    $     2.50 $     1.00 $     1.00
Average number of shares outstanding           1,439,753  1,487,520  1,487,520

See accompanying notes to consolidated financial statements.






<TABLE>
                         SEABOARD CORPORATION
             Consolidated Statements of Changes in Equity
            (Thousands of dollars except per share amounts)
<CAPTION>
                                                                   Accumulated
                                                                       Other
                                     Common  Treasury  Additional  Comprehensive   Retained
                                      Stock    Stock     Capital        Loss       Earnings    Total
<S>                                   <C>     <C>       <C>        <C>             <C>        <C>
Balances, January 1, 2000             $1,790  $ (302)   $13,214    $   (201)       $428,667   $443,168
 Comprehensive income
  Net earnings                                                                       98,909     98,909
  Other comprehensive income
   net of income tax expense of $61:
    Unrealized gain on investments                                       95                         95
 Comprehensive income                                                                           99,004
 Dividends on common stock                                                           (1,487)    (1,487)
Balances, December 31, 2000            1,790    (302)    13,214        (106)        526,089    540,685

 Comprehensive loss
  Net earnings                                                                       51,989     51,989
  Other comprehensive loss net
   of income tax benefit of $115:
    Foreign currency translation
     adjustment                                                     (62,433)                   (62,433)
    Unrealized loss on investments                                     (213)                      (213)
    Unrecognized pension cost                                        (1,273)                    (1,273)
    Cumulative effect of SFAS 133
     adoption related to deferred
     gains on interest rate swaps                                     1,352                      1,352
    Amortization of deferred
     gains on interest rate swaps                                      (200)                      (200)
 Comprehensive loss                                                                            (10,778)
 Dividends on common stock                                                           (1,487)    (1,487)
Balances, December 31, 2001            1,790    (302)    13,214     (62,873)        576,591    528,420

 Comprehensive income
  Net earnings                                                                       13,507     13,507
  Other comprehensive income net
   of income tax benefit of $37,557:
    Foreign currency translation
     adjustment                                                          33                         33
    Unrealized gain on investments                                      282                        282
    Unrecognized pension cost                                        (4,526)                    (4,526)
    Amortization of deferred
     gains on interest rate swaps                                      (200)                      (200)
     Comprehensive income                                                                        9,096
Repurchase of common stock and
 cancellation of treasury stock         (535)    302    (13,214)                    (33,794)   (47,241)
Dividends on common stock                                                            (3,544)    (3,544)
Balances, December 31, 2002           $1,255  $    -    $     -    $(67,284)       $552,760   $486,731

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>



                      SEABOARD CORPORATION
          Condensed Consolidated Statements of Cash Flows



                                                      Years ended December 31,
   (Thousands of dollars)                            2002      2001      2000

   Cash flows from operating activities:
   Net earnings                                  $  13,507 $  51,989 $  98,909
   Adjustments to reconcile net earnings
    to cash from operating activities:
       Net gain on disposal of discontinued
        operations                                       -         -   (90,037)
       Depreciation and amortization                52,636    55,800    50,383
       Loss from foreign affiliates                 16,826     9,508     2,440
       Other investment income, net                   (757)   (4,823)   (5,686)
       Foreign currency exchange loss               15,552     7,830         -
       Deferred income taxes                       (26,244)   26,086    57,809
       Gain from recognition of deferred swap
        proceeds                                         -         -    (3,760)
       Gain from sale of fixed assets               (1,452)   (1,958)     (492)
       Loss from exchange/disposition of business        -         -     7,607
   Changes in current assets and liabilities:
        Receivables, net of allowance              (28,408)    7,085   (87,240)
        Inventories                                (50,917)   (8,831)  (31,186)
        Other current assets                        (3,292)  (21,725)   (5,587)
        Current liabilities exclusive of debt       41,693    31,202     3,491
   Other, net                                       (1,658)    7,065     2,812
Net cash from operating activities                  27,486   159,228      (537)
   Cash flows from investing activities:
   Purchase of short-term investments             (129,806) (388,786) (586,972)
   Proceeds from the sale of short-term
    investments                                    223,643   270,204   528,571
   Proceeds from the maturity of short-term
    investments                                      2,725    84,016    58,791
   Investments in and advances to foreign
    affiliates, net                                (27,674)   (5,048)  (23,310)
   Capital expenditures                           (149,879)  (54,962) (116,933)
   Acquisition of businesses (net of cash
    acquired)                                            -         -   (45,444)
   Proceeds from disposal of discontinued
    operations, net                                      -         -   356,107
   Other, net                                        9,487     7,101     4,589
Net cash from investing activities                 (71,504)  (87,475)  175,399
   Cash flows from financing activities:
   Notes payable to banks, net                      38,409   (42,777) (140,873)
   Proceeds from issuance of long-term debt        109,000         -     5,211
   Principal payments of long-term debt            (51,352)  (31,773)  (24,901)
   Purchase of common stock                        (47,241)        -         -
   Sale of minority interest in a controlled
    subsidiary                                           -     5,000         -
   Dividends paid                                   (3,544)   (1,487)   (1,487)
   Bond construction fund                              563     3,116    (4,091)
Net cash from financing activities                  45,835   (67,921) (166,141)
Effect of exchange rate change on cash              (1,572)     (595)        -
Net change in cash and cash equivalents                245     3,237     8,721
Cash and cash equivalents at beginning of year      22,997    19,760    11,039
Cash and cash equivalents at end of year         $  23,242 $  22,997 $  19,760

See accompanying notes to consolidated financial statements.



Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation and its subsidiaries  (the  Company)  is  a
diversified international agribusiness and transportation company
primarily engaged domestically in pork production and processing,
and  cargo shipping.  Overseas, the Company is primarily  engaged
in   commodity  merchandising,  flour  and  feed  milling,  sugar
production, and electric power generation.  Seaboard  Flour,  LLC
(the Parent Company, formerly Seaboard Flour Corporation) is  the
owner of 70.8% of the Company's outstanding common stock.

Principles of Consolidation and Investments in Affiliates

The  consolidated financial statements include  the  accounts  of
Seaboard  Corporation and its domestic and foreign  subsidiaries.
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.
Financial  information  from  certain  foreign  subsidiaries  and
affiliates is reported on a one- to three-month lag depending  on
the specific entity.

Short-term Investments

Short-term  investments  are  retained  for  future  use  in  the
business and may include money market accounts, tax-exempt bonds,
corporate  bonds and U.S. government obligations.  All short-term
investments held by the Company are categorized as available-for-
sale  and  are reported at fair value with any related unrealized
gains  and  losses  reported  net  of  tax,  as  a  component  of
accumulated other comprehensive income.  When held, the  cost  of
debt  securities  is adjusted for amortization  of  premiums  and
accretion  of  discounts  to  maturity.   Such  amortization   is
included in interest income.

Inventories

The  Company uses the lower of last-in, first-out (LIFO) cost  or
market for determining inventory cost of live hogs, dressed  pork
product and related materials.  All other inventories are  valued
at the lower of first-in, first-out (FIFO) cost or market.

Property, Plant and Equipment

Property,  plant and equipment are carried at cost and are  being
depreciated  generally on the straight-line  method  over  useful
lives  ranging from 3 to 30 years.  Property, plant and equipment
leases  which  are deemed to be installment purchase  obligations
have  been  capitalized and included in the property,  plant  and
equipment  accounts.   Routine  maintenance,  repairs  and  minor
renewals  are  charged  to operations while  major  renewals  and
improvements  are  capitalized.  Costs expected  to  be  incurred
during  regularly  scheduled drydocking of  vessels  are  accrued
ratably prior to the drydock date.

Deferred Grant Revenue

Included  in other liabilities at December 31, 2002 and  2001  is
$9,434,000  and  $9,857,000,  respectively,  of  deferred   grant
revenue.   Deferred grant revenue represents economic development
funds contributed to the Company by government entities that were
limited  to construction of a hog processing facility in  Guymon,
Oklahoma.  Deferred grants are being amortized to income over the
life of the assets acquired with the funds.

Income Taxes

Deferred income taxes are recognized for the tax consequences  of
temporary  differences by applying enacted  statutory  tax  rates
applicable  to future years to differences between the  financial
statement  carrying amounts and the tax bases of existing  assets
and liabilities.

Revenue Recognition

Revenue   of   the  Company's  containerized  cargo  service   is
recognized  ratably  over  the  transit  time  for  each  voyage.
Revenue of the Company's commodity trading business is recognized
when  the  commodity is delivered to the customer.   The  Company
recognizes all other revenues on commercial exchanges at the time
title to the goods transfers to the buyer.

Use of Estimates

The  preparation  of  the  consolidated financial  statements  in
conformity with accounting principles generally accepted  in  the
United  States of America requires the Company to make  estimates
and  assumptions that affect the reported amounts of  assets  and
liabilities   and  the  disclosure  of  contingent   assets   and
liabilities at the date of the consolidated financial  statements
and  the  reported  amounts of revenues and expenses  during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.

Impairment of Long-lived Assets

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.

At  each balance sheet date, long-lived assets, primarily fixed
assets,  are  reviewed for impairment when events or  changes  in
circumstances  indicate  that the  carrying  amount  may  not  be
recoverable.   Recoverability of assets to be held  and  used  is
measured  by a comparison of the carrying amount of the asset  to
future net cash flows expected to be generated by the asset.   If
such  assets are considered to be impaired, the impairment to  be
recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets.  Assets to be
disposed  of are reported at the lower of the carrying amount  or
fair  value  less costs to sell.  See Note 13 for  discussion  of
recoverability of certain segment's long-lived assets.

Earnings Per Common Share

Earnings  per  common  share are based upon  the  average  shares
outstanding  during the period.  Average shares outstanding  were
1,439,753 for the year ended December 31, 2002 and 1,487,520  for
the  years  ended December 31, 2001 and 2000.  Basic and  diluted
earnings per share are the same for all periods presented.

Cash and Cash Equivalents

For  purposes of the consolidated statements of cash  flows,  the
Company  considers all demand deposits and overnight  investments
as   cash   equivalents.   Included  in  accounts   payable   are
outstanding checks in excess of cash balances of $23,782,000  and
$19,320,000  at  December 31, 2002 and 2001,  respectively.   The
amounts paid for interest and income taxes are as follows:

                                           Years ended December 31,
(Thousands of dollars)                     2002      2001      2000

Interest (net of amounts capitalized) $   21,310    29,182    29,821
Income taxes                          $    2,856     2,557    11,805


Supplemental Noncash Transactions

During  the  fourth  quarter  of 2002,  in  connection  with  the
purchase of certain hog production facilities previously  leased,
the  Company  assumed  a $10,000,000 bond  payable  and  acquired
$2.2 million of related funds held in trust which will be used to
repay  a portion of the bonds assumed.  See Note 6 for additional
information.

As  more  fully  described  in Note  12,  a  devaluation  of  the
Argentine peso decreased the U.S. dollar value of the assets  and
liabilities of the Sugar and Citrus segment during 2002 and 2001.
The  devaluation  of the peso-denominated assets and  liabilities
reduced  working  capital  for 2002  and  2001  by  approximately
$17,177,000  and  $22,355,000,  and  reduced  fixed   assets   by
$35,302,000 and $47,244,000, respectively.  In addition, net long-
term  assets  were  reduced by $2,107,000  during  2002  and  net
long-term liabilities increased by $625,000 during 2001.

As  more  fully described in Note 2, during 2001 $1.0 million  in
previously   recorded   payables  was  contributed   as   partial
consideration received for the sale of a minority interest  in  a
power barge.

As  more fully described in Note 2, during 2000 the Company  sold
its  Poultry  Division, acquired the assets of  an  existing  hog
production operation, a cargo terminal facility and a  flour  and
feed  milling  facility,  sold  certain  assets  of  its  Produce
Division  and exchanged its controlling interest in  a  Bulgarian
wine  operation  and  cash for a non-controlling  interest  in  a
larger  Bulgarian wine operation.  The following table summarizes
the  noncash  transactions  resulting from  the  disposition  and
exchange of businesses in 2000.
                                                        Year ended
(Thousands of dollars)                              December 31, 2000

Decrease in net working capital (including current
 income tax liability)                                    $ 75,745
Increase in investments in and advances to foreign
 affiliates                                                (25,274)
Decrease in other fixed assets                               7,865
Decrease in other net assets                                   102
Decrease in net assets of discontinued operation           195,034
Increase in deferred income tax liability                    8,914
Loss on exchange/disposition of businesses                  (7,607)
Gain on disposal of discontinued operations, net of
 income taxes                                               90,037
  Net proceeds from exchange/disposition of businesses    $344,816

Net  proceeds  from  exchange/disposition of businesses  in  2000
include  $356,107,000 in proceeds from disposal  of  discontinued
operations  and $11,291,000 in cash paid and contributed  in  the
exchange of a business.

The following table summarizes the noncash transactions resulting
from acquisitions in 2000:
                                                        Year ended
(Thousands of dollars)                              December 31, 2000

Increase in other working capital                         $  8,654
Increase in fixed assets                                    76,781
Increase in other net assets                                   600
Increase in notes payable and long-term debt               (37,091)
Increase in other liabilities                               (3,500)
  Cash paid, net of cash acquired and consolidated        $ 45,444


Foreign Currency Transactions and Translation

The Company has operations in and transactions with customers  in
a  number  of foreign countries.  The currencies of the countries
fluctuate  in  relation  to  the U.S.  dollar.   Certain  of  the
Company's   major  contracts  and  transactions,   however,   are
denominated in U.S. dollars.  In addition, the value of the  U.S.
dollar  fluctuates  in  relation to the currencies  of  countries
where   certain   of  the  Company's  foreign  subsidiaries   and
affiliates primarily conduct business.  These fluctuations result
in  exchange  gains and losses.  The activities of these  foreign
subsidiaries  and  affiliates are primarily conducted  with  U.S.
subsidiaries or operate in hyper-inflationary environments.  As a
result,  the  Company  remeasures  the  financial  statements  of
certain foreign subsidiaries and affiliates using the U.S. dollar
as the functional currency.

Certain   foreign  subsidiaries  use  local  currency  as   their
functional   currency.    Assets   and   liabilities   of   these
subsidiaries are translated to U.S. dollars at year-end  exchange
rates,  and  income and expense items are translated  at  average
rates during the year.  Translation gains and losses are recorded
as   components  of  other  comprehensive  loss.    U.S.   dollar
denominated  net liability conversions to the local currency  are
recorded through income.

Derivative Instruments and Hedging Activities

Effective  January  1,  2001, the Company  adopted  Statement  of
Financial  Accounting Standards (SFAS) No. 133,  "Accounting  for
Derivative Investments and Hedging Activities," as amended.  This
statement  requires that an entity recognize all  derivatives  as
either  assets  or liabilities at their fair values.   Accounting
for  changes  in  the fair value of a derivative depends  on  its
designation and effectiveness.  This statement imposes  extensive
record-keeping  requirements in order to designate  a  derivative
financial  instrument  as  a  hedge.   Derivatives  qualify   for
treatment as hedges when there is a high correlation between  the
change in fair value of the instrument and the related change  in
value of the underlying commitment.  For derivatives that qualify
as  effective hedges, the change in fair value has no net  impact
on  earnings until the hedged transaction affects earnings.   For
derivatives  that are not designated as hedging  instruments,  or
for  the ineffective portion of a hedging instrument, the  change
in fair value does affect current period net earnings.

The  Company  holds and issues certain derivative instruments  to
manage   various  types  of  market  risks  from  its  day-to-day
operations  including  commodity futures  and  option  contracts,
foreign  currency exchange agreements and interest rate  exchange
agreements.   While management believes each of these instruments
manages  various  market  risks,  only  certain  instruments  are
designated and accounted for as hedges under SFAS 133 as a result
of the extensive record-keeping requirements of this statement.

Adoption  of  this statement resulted in adjustments during  2001
primarily   to   the  Company's  balance  sheet   as   derivative
instruments  and  related agreements and  deferred  amounts  were
recorded as assets and liabilities with corresponding adjustments
to  other  comprehensive loss or earnings.  The adoption resulted
in   a   cumulative-effect-type   adjustment   increasing   other
comprehensive income by $1,352,000, net of related income  taxes,
as  deferred proceeds from previously terminated swap  agreements
were reclassified from liabilities.  The adoption did not have  a
material impact on the Company's earnings or cash flows.

Transactions with Parent Company

At  December  31,  2001, the Company had a  long-term  receivable
balance from the Parent Company of $8,576,000.  Interest on  this
receivable  was charged at the prime rate.  In the first  quarter
of  2002,  the  receivable was formalized into  Promissory  Notes
payable  upon  demand, was collateralized by  100,000  shares  of
Company  stock, and the Company advanced an additional $1,553,000
to  the  Parent Company and changed the interest rate to  be  the
greater  of the prime rate or 7.88% per annum.  Related  interest
income for the years ended December 31, 2002, 2001, 2000 amounted
to  $634,000, $580,000, $192,000, respectively.  In October 2002,
the  Company effectively repurchased common stock from its Parent
Company  and  the  Parent Company repaid the Promissory  Note  in
full.   See Note 12 for further discussions.  As of December  31,
2002,  the  Company  had  a liability to the  Parent  Company  of
$51,000  for  funds  advanced to cover reimbursement  of  certain
costs.

New Accounting Standards

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  has  performed
detailed assessments and obtained the appraisals to estimate  the
future  retirement costs.  On January 1, 2003  the  Company  will
record  a  cumulative  effect of approximately  $2,195,000  as  a
charge  to earnings ($1,339,000, net of tax), an increase in  net
fixed assets of $3,221,000 and a liability of $5,416,000 for this
change  in accounting principle.  The Company currently estimates
the  total accretion of the liability and depreciation  of  fixed
assets  to  increase cost of sales during 2003  by  approximately
$516,000.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN
45),  "Guarantor's  Accounting and  Disclosure  Requirements  for
Guarantees,  Including  Indirect Guarantees  of  Indebtedness  of
Others".  FIN 45 applies to guarantors only and applies  only  to
direct   and   indirect   guarantees  with   specified   contract
characteristics.   FIN 45 increases disclosure  requirements  for
guarantees in place as of December 31, 2002.  See Note 11 for the
related  disclosure.   Also, for guarantees  issued  or  modified
after  December  31,  2002,  FIN  45  requires  a  guarantor   to
recognize, at the inception of a guarantee, a liability  for  the
fair value of the obligation undertaken in issuing the guarantee.
The  adoption of FIN 45 is not expected to have a material impact
on the Company's financial position or net earnings.

In  January 2003, the FASB issued FASB Interpretation No. 46 (FIN
46),  "Consolidation  of  Variable Interest  Entities".   FIN  46
applies to entities if its total equity at risk is not sufficient
to permit the entity to finance its activities without additional
subordinated  support  or if the equity  investors  lack  certain
characteristics  of  a  controlling financial  interest.   If  an
entity  is determined to meet those certain characteristics,  FIN
46  requires a test to identify the primary beneficiary based  on
expected losses and expected returns associated with the variable
interest.    The   primary  beneficiary  is  then   required   to
consolidate the entity.  The consolidation requirements apply  to
all  variable interest entities (VIEs) created after January  31,
2003.  The Company must apply the consolidation requirements  for
VIEs  that  existed  prior to February  1,  2003  and  remain  in
existence  as  of  July 1, 2003.  See Note  11  for  the  related
disclosure  of  existing VIEs as of December 31,  2002.   As  the
Company  has not yet determined the ultimate existence of certain
VIEs  as of July 1, 2003, management is not yet able to determine
the impact of FIN 46 on the Company's financial position.

Note 2

Acquisitions and Dispositions of Businesses

Effective  December  31, 2001, the Company  sold  a  ten  percent
minority interest in its power barge placed in service during the
fourth   quarter   of   2000  in  the  Dominican   Republic   for
$6.0 million, consisting of $5.0 million cash and $1.0 million in
contributed payables previously recorded by the Company.  No gain
or  loss  was  recognized  on the sale.   As  part  of  the  sale
agreement, the buyer has the option to sell its interest back  to
the  Company at any time until December 31, 2004 for the recorded
book value at the time of the sale.

The  Company  completed  the  sale of  its  Poultry  Division  on
January 3, 2000 to ConAgra, Inc. for $375 million, consisting  of
the  assumption of approximately $16 million in indebtedness  and
the remainder in cash, resulting in a pre-tax gain on the sale of
approximately  $147.3  million  ($90.0  million  after  estimated
taxes).  The sale of this division is presented as a discontinued
operation.

During  the  first  quarter of 2000, the  Company  purchased  the
assets  of an existing hog production operation for approximately
$75  million consisting of $34 million in cash and the assumption
of   $34  million  in  debt,  $4  million  of  currently  payable
liabilities and $3 million payable over the next four years.  The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  second  quarter of 2000, the Company  purchased  the
assets  of  a  cargo  terminal facility  for  approximately  $9.1
million consisting of $8.2 million in cash, including transaction
expenses,  and  the  assumption of $0.9  million  in  debt.   The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  third  quarter of 2000, the  Company  purchased  the
assets  of  a flour and feed milling facility in the Republic  of
Congo  for approximately $5.9 million, consisting of $3.4 million
in  cash  and $2.5 million payable over the next ten years.   The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  third quarter of 2000, the Company discontinued  the
business  of marketing fruits and vegetables grown through  joint
ventures or independent growers by selling certain assets of  its
Produce Division resulting in a $2.0 million loss.

During  the  fourth  quarter of 2000, the Company  exchanged  its
controlling  interest  in  a Bulgarian  wine  company  and  $10.4
million cash for a non-controlling interest in a larger Bulgarian
wine  operation, realizing a $5.6 million pre-tax  ($3.6  million
after   tax)   loss  on  the  exchange.   This   investment   has
subsequently been accounted for using the equity method.

Note 3

Investments

The Company's marketable debt securities are treated as available
for  sale securities and are stated at their fair market  values,
which  approximate  amortized  cost.   All  available  for   sale
securities are readily available to meet current operating needs.
The  following  is  a  summary of the  estimated  fair  value  of
available-for-sale    securities   classified    as    short-term
investments at December 31, 2002 and 2001.

                                                      December 31,
(Thousands of dollars)                              2002       2001

Obligations of states and political subdivisions  $10,765   $ 69,158
Money market funds                                 19,572     36,077
Corporate and asset-backed securities                   -     13,839
U.S. Treasury securities and obligations of U.S.
 government agencies                                    -      5,947
Other securities                                        -      1,774
Total short-term investments                      $30,337   $126,795

Other investment income for each year is as follows:

                                                       Years ended December 31,
(Thousands of dollars)                                 2002      2001      2000

Realized gain on exchange of domestic affiliate      $    -   $ 18,745  $     -
Loss from other-than-temporary decline in investment
 value                                                    -    (18,635)       -
Realized gain on sale of securities                     383      1,192    3,586
Other                                                   374      3,521    2,100
Other investment income, net                         $  757   $  4,823  $ 5,686

At  December  31,  2000,  the  Company  owned  a  non-controlling
interest  in  a joint venture in Maine primarily engaged  in  the
production  and processing of salmon and other seafood  products.
This  investment was accounted for under the equity  method.   On
May  2,  2001, this joint venture completed a merger  with  Fjord
Seafood  ASA (Fjord), an integrated salmon producer and processor
headquartered  in  Norway.  The merger resulted  in  the  Company
exchanging its interest for 5,950,000 shares of common  stock  of
Fjord.   Based  on  the  fair market  value  of  Fjord  stock  on
May  2,  2001, as quoted on the Oslo Stock Exchange, the  Company
recognized  a  gain in the second quarter of 2001 of  $18,745,000
($11,434,000 after taxes) related to this transaction.

In  mid-August  2001, Fjord's management announced  significantly
lower  operating results primarily caused by sustained low market
prices  for salmon resulting in a decline of Fjord's stock price.
On  September 28, 2001, Fjord's management announced plans for  a
NOK 700 million private placement to raise needed capital.  As  a
result  of the events discussed above and the amount of  the  per
share  price decline, management determined the decline in  value
of  its total investment in Fjord is other than temporary.  As  a
result, a charge to earnings was recorded in the third quarter of
2001    for   $18,635,000   ($11,367,000   after   taxes).     In
November 2001, Fjord completed the private placement.  As part of
this  plan,  Seaboard  invested  an  additional  $10,779,000  for
15,800,000 shares at NOK 6 per share, increasing its ownership to
approximately 11%.  During the third quarter of 2002, the Company
increased  its ownership in Fjord to approximately  21%  and  now
accounts   for  this  investment  using  the  equity  method   of
accounting.  See Note 5 for further discussion.

Note 4

Inventories

A summary of inventories at the end of each year is as follows:

                                                       December 31,
(Thousands of dollars)                               2002      2001

At lower of LIFO cost or market:
 Live hogs and related materials                    $129,386  $124,212
 Dressed pork and related materials                   21,198    12,930
                                                     150,584   137,142
 LIFO allowance                                      (11,422 )  (5,231)
  Total inventories at lower of LIFO cost or market  139,162   131,911
At lower of FIFO cost or market:
 Grain, flour and feed                                80,618    42,581
 Sugar produced and in process                         9,929    15,039
 Other                                                14,240    15,814
  Total inventories at lower of FIFO cost or market  104,787    73,434
Total inventories                                   $243,949  $205,345

The  use of the LIFO method decreased net earnings in 2002,  2001
and  2000  by  $3,777,000  ($2.62 per common  share),  $2,992,000
($2.01 per common share) and $2,655,000 ($1.78 per common share),
respectively.   If  the  FIFO method had been  used  for  certain
inventories  of  the Pork Division, inventories would  have  been
$11,422,000   and  $5,231,000  higher  than  those  reported   at
December 31, 2002 and 2001, respectively.

Note 5

Investments in and Advances to Foreign Affiliates

The  Company  has  made  investments  in  and  advances  to  non-
controlled   foreign   affiliates  primarily   conducting   grain
processing business in flour and feed milling.  The location  and
percentage ownership of these foreign affiliates are as  follows:
Angola  (45%),  the Democratic Republic of Congo  (50%),  Lesotho
(50%), Kenya (35%), Mozambique (50%) and Nigeria (50%) in Africa;
Ecuador (50%) in South America; and Haiti (33%) in the Caribbean.
In  addition, the Company has a 21% ownership interest in a fully
integrated  producer and processor of salmon  and  other  seafood
headquartered  in Norway, and owns a 37% investment  in  and  has
made  advances to a wine business in Bulgaria.  These investments
are accounted for by the equity method.

The  Company's  investments in foreign affiliates  are  primarily
carried  at the Company's equity in the underlying net assets  of
each  subsidiary.   Certain of these foreign  affiliates  operate
under  restrictions imposed by local governments which limit  the
Company's  ability  to  have  significant  influence   on   their
operations.  These restrictions have resulted in a loss in  value
of  these  investments and advances that is other than temporary.
The  Company  suspended the use of the equity  method  for  these
investments and recognized the impairment in value by a charge to
earnings in years prior to 2000.

During  the  third  quarter of 2002, the  Company  purchased  for
$26,908,000  an  additional 66,666.667  shares  of  Fjord.   This
additional  investment  increased  the  Company's  ownership   to
approximately  21%.   Through the second quarter  of  2002,  this
investment  was  accounted for as a long-term  available-for-sale
equity  investment.  As a result of the increase in ownership  to
over  20%  in  the  third quarter of 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 prior period's 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.  As a result, for
2001  net  earnings and total assets were reduced  by  $1,316,000
($0.88  per  share) and $835,000, respectively, and stockholders'
equity was increased by $1,217,000.  As of December 31, 2002, the
aggregate  market  value of the Company's  investment  in  Fjord,
based  on  the per share price quoted on the Oslo Stock Exchange,
was  $32,708,000 compared to the investment's carrying  value  of
$37,037,000.

During  the  third quarter of 2002, the Bulgarian  wine  business
(the  Business) negotiated an extension of principal payment  due
dates  and  a  waiver of default when it was  unable  to  make  a
scheduled  principal  payment to a bank and  to  achieve  certain
related  loan covenants.  In February 2003, the Business received
an  additional  extension  with  revised  interim  payment  terms
through  May 2003 and is currently in negotiations with the  bank
for  additional revised terms and conditions.  In the  event  the
Business  does not obtain additional revisions to the loan  terms
and/or  waivers,  or  is unable to fulfill  the  revised  interim
payment terms 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.   In  addition,  as  of
December  31, 2002, the Business has evaluated the recoverability
of its long-lived assets based on projected future cash flows and
accordingly,  the  Company believes there is not  an  other  than
temporary  decline  in  value  of  its  investment,  pending  the
resolution  of  negotiations with the bank.  As of  December  31,
2002,  the Company's investments in and advances to the  Business
totaled $19,667,000.

During the first quarter of 2000, the Company invested $7,500,000
for  a  minority interest in a flour and feed mill  operation  in
Kenya.  During the fourth quarter of 2000, the Company acquired a
non-controlling interest in a Bulgarian wine operation.  See Note
2 for further discussion.

The  Company  generally  is the primary provider  of  choice  for
grains  and  supplies  purchased by  the  non-controlled  foreign
affiliates primarily conducting grain processing.  Sales of grain
and  supplies  to these non-consolidated foreign  affiliates  are
included   in   consolidated  net  sales  for  the  years   ended
December  31,  2002, 2001 and 2000, and amounted to $124,151,000,
$113,191,000  and $106,876,000, respectively.   At  December  31,
2002,  the Company had $27,151,000 of investments in and advances
to,  and  $41,308,000  of  receivables due  from,  these  foreign
affiliates.

Combined  condensed financial information of the  non-controlled,
non-consolidated  foreign  affiliates for  their  fiscal  periods
ended within each of the Company's years ended, including the new
acquisitions  since  their respective investment  dates,  are  as
follows:

Commodity Trading and Milling Segment        December 31,
(Thousands of dollars)                 2002      2001      2000

Net sales                           $296,261  280,792   230,460
Net loss                            $ (9,407) (12,447)   (8,843)
Total assets                        $160,658  150,085   163,572
Total liabilities                   $107,103   87,181    98,177
Total equity                        $ 53,555   62,904    65,395


Wine and Other                               December 31,
(Thousands of dollars)                 2002      2001      2000

Net sales                           $438,263  174,549         -
Net loss                            $(74,281) (24,792)        -
Total assets                        $708,096  617,373    93,962
Total liabilities                   $476,356  497,169    54,383
Total equity                        $231,740  120,204    39,579


Note 6

Property, Plant and Equipment

A  summary  of property, plant and equipment at the end  of  each
year is as follows:
                                                  December 31,
(Thousands of dollars)                           2002      2001

Land and improvements                       $  84,879  $  82,096
Buildings and improvements                    238,638    180,896
Machinery and equipment                       502,800    468,225
Transportation equipment                      106,909    104,146
Office furniture and fixtures                  12,355     11,993
Construction in progress                       20,426     19,506
                                              966,007    866,862
Accumulated depreciation and amortization    (344,414)  (310,589)
  Net property, plant and equipment         $ 621,593  $ 556,273

During   2002,  the  Company  purchased  certain  hog  production
facilities previously leased under a master lease agreement  with
Shawnee Funding, Limited Partnership for $117,535,000, consisting
of $107,535,000 net cash and the assumption of a $10,000,000 bond
payable.   This purchase was primarily financed with the proceeds
from  a private placement of notes for $109.0 million, as further
discussed in Note 8.

Note 7

Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2002, 2001 and 2000 differ from  the  amounts
computed  by applying the statutory U.S. Federal income tax  rate
to earnings (loss) from continuing operations before income taxes
for the following reasons:
                                                Years ended December 31,
(Thousands of dollars)                          2002      2001      2000

Computed "expected" tax expense (benefit)    $ (3,375) $ 30,988 $ 12,006
Adjustments to tax expense (benefit)
 attributable to:
  Foreign tax differences                     (19,083)   (3,175)  10,160
  Tax-exempt investment income                    (87)     (497)  (1,718)
  State income taxes, net of Federal benefit      313       582   (2,506)
  Other                                          (917)    7,336    7,489
Income tax (benefit) expense - continuing
 operations                                   (23,149)   35,234   25,431
Income tax expense - discontinued operations        -         -   57,305
  Total income tax (benefit) expense         $(23,149) $ 35,234 $ 82,736

The components of total income taxes are as follows:

                                                Years ended December 31,
(Thousands of dollars)                          2002      2001      2000

Current:
  Federal                                    $      -  $ 5,635  $(35,613)
  Foreign                                       2,989    1,357     4,131
  State and local                                 107    1,994    (1,334)
Deferred:
  Federal                                     (27,193)  27,565    57,204
  Foreign                                         573     (113)       (8)
  State and local                                 375   (1,204)    1,051
Income tax (benefit) expense-continuing
 operations                                   (23,149)  35,234    25,431
Unrealized changes in other comprehensive
 income                                       (37,557)    (115)       61
Income tax expense - discontinued operations        -        -    57,305
  Total income taxes                         $(60,706) $35,119  $ 82,797

Components of the net deferred income tax liability at the end of
each year are as follows:
                                                   December 31,
(Thousands of dollars)                           2002       2001

Deferred income tax liabilities:
  Cash basis farming adjustment               $ 14,061   $ 15,287
  Deferred earnings of foreign subsidiaries     13,894     60,833
  Depreciation                                  90,738     98,584
  LIFO                                          14,582     19,360
  Other                                              -      3,799
                                               133,275    197,863
Deferred income tax assets:
  Reserves/accruals                             45,786     64,765
  Foreign losses                                     -      1,339
  Tax credit carryforwards                      13,443     19,449
  Net operating loss carryforwards              33,591      1,000
  Other                                          3,723        424
                                                96,543     86,977
Valuation allowance                             19,296      8,944
  Net deferred income tax liability           $ 56,028   $119,830

The  Company had not previously recognized any tax benefits  from
losses  generated  by  Tabacal 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 (S.R.L.) organizational
entity.   This  conversion resulted in the Company recognizing  a
one time tax benefit of $48,944,000, of which $34,641,000 reduced
the currency translation adjustment recorded as accumulated other
comprehensive  income.  The remaining benefit of $14,303,000  was
recognized as a current tax benefit in the Consolidated Statement
of Earnings for 2002.

The Company believes its future taxable income will be sufficient
for  full  realization of the deferred tax assets.  The valuation
allowance  relates to the tax benefits from losses on investments
that  would  be  recognized  as  capital  losses,  and  from  net
operating  losses.  The Company does not believe  these  benefits
are  more  likely  than  not to be realized  due  to  limitations
imposed on the deduction of these losses.  At December 31,  2002,
the   Company  had  tax  credit  carryforwards  of  approximately
$13,443,000.   Approximately $1,743,000  of  these  carryforwards
expire  in  varying  amounts  in  2003  through  2021  while  the
remaining  balance  may  be  carried  forward  indefinitely.   At
December  31,  2002, the Company had federal net  operating  loss
carryforwards  of approximately $93,118,000 expiring  in  varying
amounts in 2004 and 2022.

At  December 31, 2002 and 2001, no provision has been made in the
accounts for Federal income taxes which would be payable  if  the
undistributed  earnings  of  certain  foreign  subsidiaries  were
distributed  to the Company since management has determined  that
the   earnings   are  permanently  invested  in   these   foreign
operations.  Should such accumulated earnings be distributed, the
resulting  Federal  income taxes would  amount  to  approximately
$55,000,000.

Note 8

Notes Payable, Long-term Debt and Commitments

Notes  payable  amounting  to  $76,112,000  and  $37,703,000   at
December   31,   2002  and  2001,  respectively,   consisted   of
obligations  due  banks  on  demand  or  within  one  year.    At
December  31,  2002,  these  funds  were  outstanding  under  the
Company's  committed short-term lines totaling $45.0 million  and
its  uncommitted  lines  totaling $79.5 million.   The  committed
lines  include a $5,000,000 facility denominated in South African
Rand,  which  was completely drawn as of December 31,  2002.   At
December  31, 2002, the Company's borrowing capacity under  these
lines  was  also reduced by a letter of credit for $7.2  million.
The  weighted  average interest rates on the notes  payable  were
3.69% and 3.02% at December 31, 2002 and 2001, respectively.

Subsequent  to  year-end, the Company extended  for  one  year  a
$20.0  million revolving credit facility and entered into  a  new
$75.0  million  committed line for a subsidiary of the  Commodity
Trading and Milling segment, which is secured by certain  of  the
Company's  commodity  trading inventory and accounts  receivable.
This  new  line  includes financial covenants for the  subsidiary
which  require  maintenance of certain levels of working  capital
and net worth, and limitations on ratios of debt to net worth and
liabilities  to net worth.  After this new line was  established,
short-term  committed lines totaled $120.0 million and short-term
uncommitted lines were reduced to $59.5 million.

As of December 31, 2002, the notes payable under the credit lines
from  banks  were unsecured.  The lines of credit do not  require
compensating balances.  Facility fees on these agreements are not
material.

In  October  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
cumulative consolidated net income beginning January 1,  2002,  a
new restricted payment provision which limits aggregate dividends
to $10.0 million plus 50% of consolidated net income less 100% of
consolidated  net losses beginning January 1,  2002,  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 previously leased under a master lease
program,  effectively reducing the Company's net lease  payments.
On December 31, 2002, the Company paid an additional $4.1 million
to   complete   the  acquisition  of  Shawnee  Funding,   Limited
Partnership,  effectively  acquiring  all  of  the  related   hog
production  facilities  previously  leased.   As  part   of   the
purchase,  the  Company also assumed a variable  rate  (1.65%  at
December  31,  2002)  $10.0 million bond payable   due  2014  and
$2.2 million of related cash in a construction fund.

A  summary  of  long-term debt at the end  of  each  year  is  as
follows:
                                                  December 31,
(Thousands of dollars)                           2002      2001

Private placements
 6.49% senior notes, due 2003 through 2005                   $ 60,000 $ 80,000
 7.88% senior notes, due 2003 through 2007                    125,000  125,000
 5.80% senior notes, due 2005 through 2009                     32,500        -
 6.21% senior notes, due 2009                                  38,000        -
 6.21% senior notes, due 2006 through 2012                      7,500        -
 6.92% senior notes, due 2012                                  31,000        -

Industrial Development Revenue Bonds (IDRBs), floating rates
 (1.65% at December 31, 2002) due 2014 through 2027            45,600   35,600

Promissory note, 6.87%, due 2003 through 2008                  24,654   28,424

Revolving credit facility, floating rate                            -   26,667

Foreign subsidiary obligations,
 (10.00% - 17.50%) due 2003 through 2010                        6,432   10,024

Foreign subsidiary obligation, floating rate due 2003             307    1,251

Capital lease obligations and other                             3,622    4,019

                                                              374,615  310,985

Current maturities of long-term debt                          (55,869) (55,166)

 Long-term debt, less current maturities                     $318,746 $255,819

Of the 2002 foreign subsidiary obligations, $2,601,000 is payable
in Argentine pesos, $2,138,000 is denominated in Congolese francs
and the remaining $2,000,000 is denominated in U.S. dollars.   Of
the 2001 foreign subsidiary obligations, $6,625,000 is payable in
Argentine  pesos, $2,613,000 is denominated in U.S.  dollars  and
the remaining $2,037,000 is denominated in Congolese francs.

At  December  31,  2002,  Argentine  land  and  sugar  production
facilities  and equipment with a depreciated cost  of  $3,959,000
secured   certain  bond  issues  and  foreign  subsidiary   debt.
Included  in other current assets at December 31, 2002 and  other
assets  at  December  31,  2001 are  $4,152,000  and   $2,506,000
respectively, of unexpended bond proceeds held in trust that  are
invested in accordance with the bond issuance agreements.  During
2003,  the Company expects to use certain construction  funds  to
redeem portions of the related IDRBs.  As a result, a portion  of
the  construction fund balance was classified as a current  asset
as  of  December  31,  2002 and $1,790,000 of  related  debt  was
included in current maturities of long-term debt.

The  terms  of the note agreements pursuant to which  the  senior
notes,  industrial development revenue bonds (IDRBs),  promissory
note  and revolving credit facilities were issued require,  among
other  terms, the maintenance of certain ratios and  minimum  net
worth,  the  most  restrictive of which  requires  the  ratio  of
consolidated funded debt to consolidated shareholders' equity, as
defined,  not  to  exceed .90 to 1; an interest  charge  coverage
ratio  of  2.0  to 1.0; requires the maintenance of  consolidated
tangible  net  worth, as defined, of not less  than  $350,000,000
plus  25% of cumulative consolidated net income beginning January
1, 2002; limits aggregate dividend payments to $10.0 million plus
50%  of  consolidated  net income less 100% of  consolidated  net
losses  beginning  January  1, 2002;  and  limits  the  Company's
ability  to sell assets under certain circumstances.  The Company
is  in compliance with all restrictive debt covenants relating to
these agreements as of December 31, 2002.

Annual  maturities of long-term debt at December 31, 2002 are  as
follows:   $55,869,000 in 2003, $49,892,000 in 2004,  $56,672,000
in   2005,   $38,116,000  in  2006,  $38,001,000  in   2007   and
$136,065,000 thereafter.

Note 9

Derivatives and Fair Value of Financial Instruments

Financial  instruments consisting of cash and  cash  equivalents,
net  receivables, notes payable, and accounts payable are carried
at cost, which approximates fair value, as a result of the short-
term nature of the instruments.

The  cost and fair values of the Company's investments and  long-
term debt at December 31, 2002 and 2001 are presented below.

December 31                                2002                 2001
(Thousands of dollars)              Cost    Fair Value    Cost   Fair Value

Short-term investments           $ 30,337   $ 30,337   $127,064   $126,795
Long-term debt                    374,615    386,732    310,985    319,822

The  fair value of the Company's short-term investments is  based
on  quoted  market  prices at the reporting  date  for  these  or
similar  investments.   The  fair  value  of  long-term  debt  is
determined  by  comparing interest rates for  debt  with  similar
terms and maturities.

Interest Rate Exchange Agreements

The   Company,  from  time-to-time,  enters  into  interest  rate
exchange agreements which involve the exchange of fixed-rate  and
variable-rate  interest payments over the life of the  agreements
without  the  exchange  of  the underlying  notional  amounts  to
mitigate  the  effects  of  fluctuations  in  interest  rates  on
variable rate debt and certain leases.  At December 31, 2002  and
2001,  deferred  gains on prior year's terminated  interest  rate
exchange agreements (net of tax) totaled $952,000 and $1,152,000,
respectively, relating to swaps that hedged variable  rate  debt.
This  amount is included in accumulated other comprehensive  loss
on  the Consolidated Balance Sheet.  For the years ended December
31,  2002,  2001  and  2000,  interest rate  exchange  agreements
accounted for as hedges, including any amortization of terminated
proceeds,  decreased interest expense by $329,000,  $326,000  and
$561,000, respectively.

At  December  31,  2002 and 2001 the Company had  five,  ten-year
interest rate exchange agreements outstanding that are not paired
with specific variable rate contracts, whereby the Company pays a
stated fixed rate and receives a variable rate of interest  on  a
total  notional  amount of $150,000,000.  While the  Company  has
certain  variable  rate debt and operating  lease  payments  with
variable  interest rate components, the Company's  interest  rate
exchange  agreements  do  not qualify as  hedges  for  accounting
purposes.   At  December  31, 2002,  the  fair  values  of  those
contracts totaled $(18,019,000).  At December 31, 2001, the  fair
value  of  those contracts in gain positions totaled  $2,251,000,
and a contract in a loss position had a fair value of $(210,000).
The  contract  values are included in other  current  assets  and
accrued  financial  derivative liabilities  on  the  Consolidated
Balance  Sheets.  For the year ended December 31, 2002 and  2001,
the  net (loss) or gain for interest rate exchange agreements not
accounted   for  as  hedges  was  $(25,030,000)  and  $2,808,000,
respectively,  and  was  included in miscellaneous,  net  in  the
Consolidated  Statements  of  Operations.   The  loss  for   2002
includes net payments of $4,970,000 resulting from the difference
between  the fixed rate paid and variable rate received on  these
contracts.

Upon completion of the Poultry Division sale in January 2000,  as
discussed  in Note 2, unamortized proceeds from prior termination
of  interest rate agreements of $582,000 associated with debt  of
the Company's discontinued poultry operations were recognized  as
a  component of the gain on the disposal in the first quarter  of
2000.  During 2000, the Company repaid approximately $165,774,000
in  notes  payable, IDRBs and other debt primarily with  proceeds
from the Poultry Division sale.  As a result of these repayments,
approximately  $3,760,000  in  unamortized  proceeds  from  prior
terminations of interest rate agreements related to  these  notes
was recognized as miscellaneous income.

Commodity Instruments

The  Company uses corn, wheat, soybeans and soybean meal  futures
and  options to manage its exposure to price fluctuations for raw
materials,  finished  product sales and firm  sales  commitments.
However, due to the extensive record-keeping required to  account
for  any  remaining commodity transactions as hedges  under  SFAS
133,  the  Company  marks  to market its  commodity  futures  and
options  primarily as a component of cost of sales.  The  Company
continues  to  believe  its commodity  futures  and  options  are
economic hedges and not speculative transactions although they do
not  qualify as hedges under accounting rules.  Since the Company
does not account for these derivatives as hedges, fluctuations in
the  related  commodity prices could have a  material  impact  on
earnings in any given year.

At December 31, 2002 and 2001, the Company had open net contracts
to  purchase 410,000 and 443,000 metric tons of grain  with  fair
values  of  $(1,617,000) and $(1,563,000) respectively,  included
with  other  accrued  financial  derivative  liabilities  on  the
Consolidated  Balance Sheets.  For the year  ended  December  31,
2002,  the  Company realized a net gain of $5,304,000 related  to
commodity contracts, primarily included in cost of sales  on  the
Consolidated  Statements  of Operations.   For  the  years  ended
December  31,  2001 and 2000, losses on commodity contracts  were
$2,681,000 and $1,315,000, respectively.

Foreign currency exchange agreements

The Company also enters into foreign currency exchange agreements
to manage the foreign currency exchange rate risk with respect to
certain  transactions denominated in foreign  currencies.   Gains
and losses on foreign currency exchange agreements are designated
as  fair  value hedges and recognized in operating  income  along
with the related contract.

At  December  31,  2002 and 2001, the Company  had  hedged  South
African  Rand  (ZAR)  denominated firm sales  contracts  totaling
$85,373,000  and  $66,008,000 with  changes  in  fair  values  of
$12,525,000     and     $(11,443,000),     respectively.       At
December  31, 2002 and 2001, the Company had related  hedged  ZAR
denominated   trade   receivables  with  historical   values   of
$12,869,000 and $11,164,000, respectively, with changes  in  fair
value  of  $3,339,000 and $(2,699,000).  To hedge the  change  in
value  of these firm contracts and trade receivables, the Company
entered  into agreements to exchange $93,396,000 and  $77,172,000
of  contracts denominated in ZAR, with derivative fair values  of
$(14,043,000)  and $14,201,000, respectively.  During  2001,  the
Company  also had hedged ZAR denominated firm purchase  contracts
at  December 31, 2001 totaling $1,749,000 with a change  in  fair
value  of  $260,000.   Hedging  the  change  in  value  of   this
agreement,  the  Company  entered  into  agreements  to  exchange
$1,749,000  for ZAR with derivative fair values of $(260,000)  at
December  31, 2001.  These agreements were treated as fair  value
hedges  and  were  included in other current  assets  or  accrued
financial  derivative  liabilities on  the  Consolidated  Balance
Sheets.  The net gains and losses on the exchange agreements were
not  material  for the years ended December 31,  2002,  2001  and
2000.

At  December  31,  2002, the Company had hedged Euro  denominated
sales contracts totaling $252,000 with a change in fair value  of
$4,000  and related Euro denominated accounts receivable  with  a
historical  value  of  $638,000 and a change  in  fair  value  of
$28,000.  To hedge the change in values of the firm contracts and
receivables,  the  Company entered into  agreements  to  exchange
$892,000  of  contracts  denominated  in  Euros  with   a   total
derivative fair value of $(33,000).

Additionally,  at  December 31, 2002 and 2001,  the  Company  had
trading  foreign exchange contracts (receive $U.S./pay  ZAR)  for
notional  amounts  of $12,051,000 and $10,773,000,  respectively,
with  fair  values of $(241,000) and $1,406,000.  As of  December
31, 2001, the Company also had trading foreign exchange contracts
(receive ZAR/ pay $U.S.) for a notional amount of $60,000 with  a
fair value of $(10,000).

The  stock  of the Company's equity investment in Fjord's  common
stock  is  denominated in Norwegian Kroner (NOK).  To  hedge  the
risk  of  change in the foreign currency exchange  rate  on  this
investment,  during  2001  the Company  entered  into  a  foreign
currency exchange agreement whereby the Company received a  fixed
price  at  a  future date for approximately NOK 95,000,000.   The
fair value of this agreement at December 31, 2001 was $(186,000),
included in other accrued financial derivative liabilities on the
Consolidated Balance Sheets. This hedge expired during  2002  and
was  not renewed.  For the year ended December 31, 2002 and 2001,
the loss related to this hedge was not material.

Note 10

Employee Benefits

The  Company  maintains a defined benefit pension  plan  for  its
domestic  salaried  and  clerical employees.   The  Company  also
sponsors  non-qualified, unfunded supplemental  executive  plans.
The  plans generally provide for normal retirement at age 65  and
eligibility  for  participation after  one  year's  service  upon
attaining the age of 21.  The Company bases pension contributions
on  funding  standards  established by  the  Employee  Retirement
Income  Security Act of 1974.  Benefits are generally based  upon
the  number of years of service and a percentage of final average
pay.  Plan assets are primarily invested in various mutual funds.

The  changes in the plans' benefit obligations and fair value  of
assets  for  the years ended December 31, 2002 and  2001,  and  a
statement of the funded status as of December 31, 2002  and  2001
are as follows:
                                                   December 31,
(Thousands of dollars)                            2002     2001

Reconciliation of benefit obligation:
 Benefit obligation at beginning of year       $ 41,126  $35,817
 Service cost                                     2,242    1,886
 Interest cost                                    2,978    2,751
 Actuarial losses                                 4,466    3,071
 Benefits paid                                   (1,645)  (2,399)
 Benefit obligation at end of year               49,167   41,126
Reconciliation of fair value of plan assets:
 Fair value of plan assets at beginning of year  25,661   27,389
 Actual return on plan assets                    (2,391)  (1,342)
 Employer contributions                           2,362    2,013
 Benefits paid                                   (1,645)  (2,399)
 Fair value of plan assets at end of year        23,987   25,661
Funded status                                   (25,180) (15,465)
Unrecognized transition obligation                  407      512
Unamortized prior service cost                     (802)    (939)
Unrecognized net actuarial losses                15,396    6,594
 Accrued benefit cost                          $(10,179) $(9,298)

Amounts  recognized  in the Consolidated  Balance  Sheets  as  of
December 31, 2002 and 2001 consist of:
                                                   December 31,
(Thousands of dollars)                            2002      2001

Accrued benefit liability                      $(19,610) $(11,386)
Accumulated other comprehensive loss              9,431     2,088
 Accrued benefit cost                          $(10,179) $(9,298)

Assumptions used in determining pension information were:

                                                      Years ended December 31,
                                                     2002        2001      2000
Weighted-average assumptions
 Discount rate                                      6.75%       7.25%     7.75%
 Expected return on plan assets                     8.45%       8.75%     8.75%
 Long-term rate of increase in compensation
  levels                                         4.00-5.00%  4.00-5.00%   4.50%

The  Company  has  recognized the full amount of its  actuarially
determined pension liability.  The unrecognized pension cost  has
been  recorded  as  a  charge to accumulated other  comprehensive
loss, net of related tax.

As  of  December  31, 2002, the projected benefit obligation  and
accumulated  benefit obligation for unfunded pension  plans  were
$8,918,000     and    $6,618,000,    respectively.      As     of
December   31,   2001,  the  projected  benefit  obligation   and
accumulated  benefit obligation for unfunded pension  plans  were
$6,780,000 and $5,184,000, respectively.

The net periodic benefit cost of these plans was as follows:

                                            Years ended December 31,
(Thousands of dollars)                      2002      2001      2000

Components of net periodic benefit cost:
 Service cost                            $ 2,242   $ 1,886   $ 1,802
 Interest cost                             2,978     2,751     2,498
 Expected return on plan assets           (2,209)   (2,404)   (2,417)
 Amortization and other                      232        21      (136)
 Net periodic benefit cost               $ 3,243   $ 2,254   $ 1,747

The  Company also has certain individual, non-qualified, unfunded
supplemental   retirement  agreements   for   certain   executive
employees.   Pension  expense  for  these  plans  was   $726,000,
$936,000 and $933,000 for the years ended December 31, 2002, 2001
and  2000,  respectively.   Included  in  other  liabilities   at
December   31,  2002  and  2001  is  $9,975,000  and  $9,915,000,
respectively,  representing the accrued  benefit  obligation  for
these  plans.   As of December 31, 2002, an unrecognized  pension
cost  related to this plan of $76,000 was included in accumulated
other comprehensive loss, net of related tax.

The  Company maintains a defined contribution plan covering  most
of  its  domestic salaried and clerical employees.   The  Company
contributes  to  the  plan an amount equal to  100%  of  employee
contributions  up  to  a maximum of 3% of employee  compensation.
Employee  vesting is based upon years of service with 20%  vested
after one year of service and an additional 20% vesting with each
additional  complete year of service.  Contribution  expense  was
$1,428,000,  $1,301,000  and  $1,241,000  for  the  years   ended
December 31, 2002, 2001 and 2000, respectively.

Note 11

Commitments and Contingencies

In  early January 2003, a bill (the Bill) was introduced  in  the
United States Senate which includes a provision to prohibit  meat
packers,   such  as  the  Company,  from  owning  or  controlling
livestock  intended  for slaughter.  The  Bill  also  contains  a
transition  rule applicable to packers of pork providing  for  an
effective  date  which  is  18 months after  enactment.   Similar
language  was passed by the U.S. Senate in 2002 as  part  of  the
Senate's   version  of  the  Farm  Bill.   The  U.S.   House   of
Representatives also passed a Farm Bill in 2002,  but  that  Farm
Bill  did  not  include  the prohibition  on  packers  owning  or
controlling livestock and it was eventually dropped in conference
committee and was not part of the final Farm Bill.

If  the  Bill  containing the proposed language becomes  law,  it
could  have  a  material  adverse  effect  on  the  Company,  its
operations and its strategy of vertical integration in  the  pork
business.   Currently, the Company owns and  operates  production
facilities  and  owns  swine  and  produces  approximately  three
million  hogs  per  year with construction  in  progress  for  an
additional  quarter  million hogs per year.   If  passed  in  its
current form, the Bill would prohibit the Company from owning  or
controlling  hogs, and thus would require the Company  to  divest
these operations, possibly at prices which are below the carrying
value of such assets on the Company's balance sheet, or otherwise
restructure  its ownership and operation. At December  31,  2002,
the   Company  has  $368,908,000  in  hog  production  facilities
classified as net fixed assets on the Consolidated Balance  Sheet
and  approximately $60,960,000 in hog production facilities under
master  lease agreements accounted for as operating  leases.   In
addition, the Company has $129,386,000 invested in live hogs  and
related  materials  classified as inventory on  the  Consolidated
Balance Sheet.

The  Bill  could also be construed as prohibiting or  restricting
the  Company  from  engaging in various contractual  arrangements
with  third  party  hog  producers, such as traditional  contract
finishing  arrangements.  Accordingly, the Company's  ability  to
contract for the supply of hogs to its processing facility  could
be significantly, negatively impacted.  At December 31, 2002, the
Company  has $70,989,000 in commitments through 2017 for  various
grow finishing agreements.

The  Company,  along  with industry groups  and  other  similarly
situated  companies are vigorously lobbying against enactment  of
any such legislation.  The ultimate outcome of this matter is not
presently determinable.

The  Company  is a defendant in a pending arbitration  proceeding
and  related litigation in Puerto Rico brought by the owner of  a
chartered barge and tug which were damaged by fire after delivery
of the cargo.  Damages of $47.6 million are alleged.  The Company
received  a  ruling in the arbitration proceeding  in  its  favor
which  dismisses the principal theory of recovery and that ruling
has  been upheld on appeal.  The arbitration is continuing  based
on  other legal theories, although the Company believes  that  it
will have no responsibility for the loss.

The Company has reached an agreement to settle litigation brought
by  the Sierra Club, subject to court approval.  Under the  terms
of  the settlement, the Company will pay $225,000 and potentially
make  an additional payment of $25,000 pending results of further
court proceedings with respect to certain additional properties.

The Company is subject to regulatory actions and an investigation
by  the  United  States Environmental Protection Agency  and  the
State  of  Oklahoma.   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  was  a  plaintiff  in  a  lawsuit  against  several
manufacturers of vitamins and feed additives which  have  pleaded
guilty  in  the context of criminal proceedings to price  fixing.
The  manufacturers admitted to the price fixing in  the  criminal
context, and were liable for the overcharges made.  During  2002,
the   Company   recorded  as  miscellaneous  income  $18,315,000,
representing  the total amount received as final settlement  from
the manufacturers.

The Company is subject to various other legal proceedings related
to   the  normal  conduct  of  its  business,  including  various
environmental  related  actions.  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.

Contingent Obligations

Certain  of  the Company's nonconsolidated affiliates  and  third
party contractors who perform services for the Company have  bank
debt  supporting their underlying operations.  From time to time,
the Company will provide guarantees of that debt allowing a lower
borrowing rate or facilitating third party financing in order  to
further the Company's business objectives.  The Company does  not
issue  guarantees  for  compensation.  The following  table  sets
forth  the terms of guarantees of third party and nonconsolidated
affiliate bank indebtedness outstanding at December 31, 2002.

Guarantee beneficiary                       Maximum exposure   Maturity

Foreign  affiliate grain processor - Kenya   $  1,300,000        2003
Various hog contract growers                 $    792,000        2003

The  Company's  guarantees of the various  hog  contract  growers
renew  annually  through  2013 and 2014 until  the  related  debt
matures.

As  of December 31, 2002, the Company had outstanding $13,654,000
of  letters  of  credit  (LCs)  with various  banks  facilitating
operations   of   consolidated  subsidiaries.   Of   these   LCs,
$7,200,000  also reduced available borrowing capacity  under  the
Company's committed credit lines as discussed in Note 8.

The   Company's   Sugar  and  Citrus  segment   has   agreed   to
commercialize  certain sugar product for a third  party  under  a
contract  expiring in 2008.  In the event the  Company  does  not
perform  under  the  contract, it would be  responsible  to  make
payments to the third party of a maximum of $1,000,000 for  2003,
decreasing annually to $200,000 through 2008.

During  January 2003, Company facilitated bank borrowing  by  its
Bulgarian  wine affiliate through the issuance of  a  standby  LC
denominated  in  euros.  Under the terms of the LC,  the  Company
would  indemnify  the bank for up to EU 1,431,000  (approximately
$1.4  million) in the event of a default by the affiliate.   This
affiliate  has  pledged inventory with a value  of  approximately
$3.9 million as collateral for the guarantee.  This LC matures in
2004.

Commitments

The  Company  has committed to make approximately  $5,000,000  of
additional  capital  expenditures at one  of  its  African  grain
processing   businesses  in  exchange  for  certain   local   tax
incentives.   In addition, the Company has agreed  to  provide  a
$5,000,000  line  of  credit  and  $2,500,000  term  loan  to  an
affiliate  in Kenya, of which as of December 31, 2002, $1,300,000
has  been  drawn in the form of a guarantee, as shown above,  and
$1,493,000 was outstanding from grain sales to this affiliate.

As  of  December  31, 2002 the Company had various  noncancelable
purchase commitments as described in the table below.

Purchase commitments               Years ended December 31,
(Thousands of dollars)       2003    2004    2005    2006    2007

Fuel  purchase contract    $30,736 $     - $     - $     - $     -
Equipment  purchases         1,683       -       -       -       -
Vessel purchases             3,946       -       -       -       -
Other  Purchase Contracts    1,090       -       -       -       -
Hog  procurement contracts   1,069     288     288     288     288
Total  firm  commitments   $38,524 $   288 $   288 $   288 $   288

The  power segment has entered into a contract for the supply  of
substantially all fuel required for 2003 at market-based  prices.
The  fuel  commitment shown above reflects the average price  per
barrel  at December 31, 2002.  The Company has exercised purchase
options for previously leased cargo containers, equipment and two
vessels  for  its  marine  segment.  The pork  segment  purchases
certain third-party hogs under long-term purchase contracts.  The
commitment amount reflects current payment levels as of  December
31, 2002.

The  Company leases various ships, facilities and equipment under
noncancelable  operating  lease  agreements.   In  addition,  the
Company  is  a  party  to  a master lease  program  and  contract
production  agreements (the "Facility Agreements")  with  limited
liability companies which own certain of the facilities  used  in
connection   with   the  Company's  vertically   integrated   hog
production.   These arrangements are currently accounted  for  as
operating  leases.   Under the Facility Agreements,  property  is
generally  added  for  a  three-year,  noncancelable  term   with
periodic  renewals  thereafter.  These hog production  facilities
produce approximately 20% of the Company owned hogs processed  at
the plant.  At December 31, 2002, the total amount of unamortized
costs  representing  fixed  asset  values  under  these  Facility
Agreements  was  approximately $60,960,000.  The  $58,277,000  of
underlying  bank  debt  expires in  2006  and  2007.   Under  the
Facility  Agreements, the Company has certain rights  to  acquire
any  or  all  of  the  properties  at  the  conclusion  of  their
respective  terms  at  a  price  which  is  expected  to  reflect
estimated  fair market value of the property.  In the  event  the
Company  does  not acquire any property which it  has  ceased  to
renew,  the  Company has a limited obligation under the  Facility
Agreements for any deficiency between the amortized cost  of  the
property  and the price for which it is sold, up to a maximum  of
80%  to  87%  of amortized cost.  These facilities are  owned  by
companies  considered to be variable interest entities (VIEs)  in
accordance with FIN 46, for which the Company is deemed to be the
primary  beneficiary.  Accordingly, the Company will be  required
to consolidate these entities in the third quarter of 2003 unless
changes  in  the  equity structure of the  VIEs  occur  prior  to
June  30,  2003.  The Company is evaluating various  options  for
these  facilities, including purchasing certain assets  from  one
limited  liability company ($25.6 million) and/or  assigning  its
purchase  option for all of the properties to a third party  with
which the Company may enter into production arrangements.

Rental  expense  for  operating leases, including  payments  made
under   the   Facility  Agreements,  amounted   to   $71,124,000,
$64,484,000 and $62,308,000 in 2002, 2001 and 2000, respectively.
Minimum lease commitments under noncancelable leases and Facility
Agreements  with initial terms greater than one year at  December
31,  2002  were  $25,876,000  for  2003,  $14,834,000  for  2004,
$11,983,000 for 2005, $10,810,000 for 2006, $9,816,000 for  2007
and  $48,620,000  thereafter.  These  lease  commitments  include
amounts   to  be  paid  to  contract  growers  based  on  current
performance levels.  It is expected that, in the ordinary  course
of  business,  leases will be renewed or replaced.  Assuming  the
Company renews the Facility Agreements each year until the end of
the  final  term,  as  of  December 31,  2002,  optional  renewal
payments, including interest based on current interest rates, for
periodic   renewals  under  the  Facility  Agreements  would   be
$4,993,000 for 2003, $9,763,000 for 2004, $11,462,000  for  2005,
$11,449,000   for  2006  $11,436,000  for  2007  and  $84,719,000
thereafter.

Note 12

Stockholders' Equity and Accumulated Other Comprehensive Loss

In  October 2002, the Company consummated a transaction with  the
Parent   Company,  pursuant  to  which  the  Company  effectively
repurchased  232,414.85 shares of its common stock owned  by  the
Parent Company for $203.26 per share.  Of the total consideration
of  $47,241,000, the Parent Company was required under the  terms
of  the transaction immediately to pay $11,260,000 to the Company
to  repay in full all indebtedness owed by the Parent Company  to
the  Company, and to use the balance of the consideration to  pay
bank indebtedness of the Parent Company 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,  the  Parent  Company's ownership  interest  in  the
Company dropped from approximately 75 percent to approximately 71
percent.

As a part of the transaction, the Parent Company also transferred
to  the  Company rights to receive possible future cash  payments
from  a subsidiary of the Parent Company, 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 the
Parent  Company,  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 the Parent  Company
under this transaction is capped and cannot exceed the number  of
shares which were originally purchased from the Parent Company.

During  the fourth quarter of 2002, the Company cancelled 534,547
shares   of  common  stock  held  in  treasury  including  shares
previously held by the Parent Company.

The components of accumulated other comprehensive loss, net of
related taxes, are summarized as follows:

                                                      Years ended December 31,
(Thousands of dollars)                                  2002      2001   2000

  Cumulative foreign currency translation adjustment $(62,555) $(62,588) $(155)
  Unrealized gain (loss) on investments                   118      (164)    49
  Unrecognized pension cost                            (5,799)   (1,273)     -
  Deferred gain on interest rate swaps                    952     1,152      -
     Accumulated other comprehensive loss            $(67,284) $(62,873) $(106)

Beginning  in  December,  2001, the Argentine  government  placed
restrictions  on  the exchange of currency in that  country.   On
January 6, 2002, the government of Argentina officially ended the
one  peso  to one U.S. dollar parity.  On January 11,  2002,  the
currencies  began  market  trading  resulting  in  an   immediate
devaluation  of  over 40% and continued devaluation  through  the
first half of 2002, for a cumulative devaluation of approximately
73%.  As the result of this devaluation, stockholders' equity has
been  reduced by $50,372,000 and $68,974,000 for the years  ended
December 31, 2002 and 2001, respectively.  These reductions  were
recorded   as   charges  against  earnings  of  $12,540,000   and
$7,830,000  for  each  respective year  relating  to  net  dollar
denominated  debt  of  the  Company's Argentine  subsidiary,  and
currency  translation adjustments of $37,832,000 and  $61,144,000
as other comprehensive losses for the peso denominated net assets
as  of December 31, 2002 and 2001, respectively.  At December 31,
2002,  the  Company has $48,306,000 in net assets denominated  in
Argentine pesos and $9,671,000 in net liabilities denominated  in
U.S. dollars in Argentina.  Through the first quarter of 2002, no
tax   benefit   was  provided  related  to  this   reduction   of
shareholders'  equity.   In  the  second  quarter  of  2002,   as
described in Note 7, the Company recorded a deferred tax  benefit
of  $34,641,000  relating to the currency translation  adjustment
component of accumulated other comprehensive loss and a  one-time
current   benefit   of  $14,303,000  through   the   Consolidated
Statements of Earnings.

With  the  exception  of  the provision related  to  the  foreign
currency translation losses discussed above, which are taxed at a
35%  rate,  income  taxes  for components  of  accumulated  other
comprehensive loss were recorded using a 39% effective tax rate.

Note 13

Segment Information

Seaboard   Corporation  had  five  reportable  segments   through
December  31, 2002: Pork, Commodity Trading and Milling,  Marine,
Sugar and Citrus, and Power, each offering a specific product  or
service.   The  Pork  segment sells fresh  and  value-added  pork
products  mainly to further processors and foodservice  companies
both  domestically  and  overseas.   The  Commodity  Trading  and
Milling  segment  sources  bulk  and  bag  commodities  primarily
overseas,   including  sales  of  such  products  to   its   non-
consolidated foreign affiliates,   and operates foreign flour and
feed  mills.  The Marine segment, primarily based out of the Port
of Miami, offers containerized cargo shipping services throughout
Latin  America  and the Caribbean.  The Sugar and Citrus  segment
produces and processes sugar and citrus in Argentina primarily to
be  marketed locally.  The Power segment generates electric power
from  two floating generating facilities located in the Dominican
Republic.   As discussed in Note 2, in December 2000 the  Company
exchanged its controlling interest in its Wine segment and a cash
investment  for  a  non-controlling interest  in  a  larger  wine
operation  accounted for using the equity method.  As  a  result,
the  Company's segment disclosures reflect operating results  for
the  Wine segment through 2000.  Revenues from all other segments
are  primarily  derived  from the produce and  domestic  trucking
transportation  operations.  Each of the five  main  segments  is
separately  managed and each was started or acquired  independent
of the other segments.

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 more fully described in  Note
12,  the Company recorded the effects of the devaluation  of  the
Argentine  peso in 2002 and 2001.  As a result, during  2002  and
2001,  peso-denominated assets devalued approximately $63,493,000
and $80,229,000, respectively.

As  a result of recurring losses in a shrimp business operated as
a   subsidiary   of   a   foreign  affiliate   in   Ecuador,   at
December  31, 2001, the Company evaluated the carrying  value  of
its  investment in the affiliate.  Based on its evaluation in the
fourth  quarter  of  2001, the Company  recognized  a  charge  of
$1,023,000 for the other than temporary decline in value  in  its
investment  in  a foreign affiliate as a charge  to  losses  from
foreign  affiliates  related  to  the  shrimp  business  in   the
Commodity Trading and Milling segment.

The  Company  has been considering various strategic alternatives
for the Produce Division.  During the fourth quarter of 2001, the
Company  ceased shrimp, pickle and pepper farming  operations  in
Honduras.  As a result, the Company incurred a charge to earnings
for  $1,300,000 primarily related to employee severance at  these
locations   for   the   year  ended  December   31,   2001.    In
February 2003, the Company signed a letter of intent with a local
Honduran shrimp farmer for the sale of shrimp farming and  shrimp
processing  assets for $3,900,000.  As a substantial  portion  of
the  sale price is expected to be in the form of a long-term note
receivable from the buyer, the Company will use the cost recovery
method  of  accounting  and no gain will  be  recognized  by  the
Company until the actual cash is collected.  In addition,  as  of
December  31,  2002,  management evaluated the  long-lived  asset
values  of the pickle and pepper farming operations.  Certain  of
these  assets are currently being leased to local farmers.  Based
on this evaluation, an impairment charge of $319,000 was recorded
to  operating income.  An additional impairment charge  could  be
incurred   depending   on  the  final  decision   regarding   the
alternatives  if the remaining carrying value of  $1,246,000  for
these farming assets is not fully recoverable.

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,  along  with  losses  from  foreign  affiliates  for  the
Commodity Trading and Milling Division, is used as the measure of
evaluating  segment  performance  because  management  does   not
consider interest and income tax expense on a segment basis.


Sales to External Customers:
                                           Years ended December 31,
(Thousands of dollars)                   2002        2001       2000

Pork                                $  645,820  $  772,447  $  724,708
Commodity Trading and Milling          652,120     476,207     358,999
Marine                                 383,419     384,906     364,915
Sugar and Citrus                        57,700      77,662      60,061
Power                                   63,106      63,572      35,846
Wine                                         -           -       6,825
All other                               27,142      29,816      32,342
 Segment/Consolidated Totals        $1,829,307  $1,804,610  $1,583,696


Operating Income:
                                           Years ended December 31,
(Thousands of dollars)                   2002        2001       2000

Pork                                $  (13,876) $   68,717  $   63,350
Commodity Trading and Milling           18,430      13,223      (3,518)
Marine                                  16,599      24,001      14,450
Sugar and Citrus                        16,294       6,614      (7,587)
Power                                   14,258      14,576       6,007
Wine                                         -           -      (9,171)
All other                                 (784)     (8,786)    (11,539)
 Segment Totals                         50,921     118,345      51,992
Corporate                               (3,796)     (3,993)     (3,927)
 Consolidated Totals                $   47,125   $ 114,352  $   48,065


Loss from Foreign Affiliates:
                                           Years ended December 31,
(Thousands of dollars)                   2002        2001       2000

Commodity Trading and Milling       $   (3,813)  $  (4,506) $   (2,440)
Wine                                    (2,855)     (3,686)          -
All Other                              (10,158)     (1,316)          -
 Segment/Consolidated Totals        $  (16,826)  $  (9,508) $   (2,440)


Depreciation and Amortization:
                                           Years ended December 31,
(Thousands of dollars)                   2002        2001       2000

Pork                                $   24,069   $  22,083  $   21,378
Commodity Trading and Milling            3,148       2,975       3,266
Marine                                  14,276      13,763      12,181
Sugar and Citrus                         3,857       9,338       7,557
Power                                    5,220       5,153       2,310
Wine                                         -           -         934
All other                                1,322       1,599       1,917
 Segment Totals                         51,892      54,911      49,543
Corporate                                  744         889         840
 Consolidated Totals                $   52,636   $  55,800   $  50,383


Capital Expenditures:
                                           Years ended December 31,
(Thousands of dollars)                   2002        2001       2000

Pork                                $  135,145   $  20,686   $  26,356
Commodity Trading and Milling            1,122       2,034       1,895
Marine                                   9,710      20,879      17,097
Sugar and Citrus                         2,545      10,252      14,380
Power                                      814         422      52,098
Wine                                         -           -       2,703
All other                                  128         398       2,068
 Segment Totals                        149,464      54,671     116,597
Corporate                                  415         291         336
 Consolidated Totals                $  149,879   $  54,962   $ 116,933


Total Assets:
                                             Years ended December 31,
(Thousands of dollars)                           2002       2001

Pork                                        $  627,937  $  508,642
Commodity Trading and Milling                  239,187     172,684
Marine                                         117,366     131,334
Sugar and Citrus                                69,515     115,402
Power                                           73,872      77,102
All other                                       15,971      20,276
 Segment Totals                              1,143,848   1,025,440
Corporate                                      137,293     209,317
 Consolidated Totals                        $1,281,141  $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.

Geographic Information

The  Company had sales in South Africa totaling $242,415,000  and
$155,921,000  for  the years ended December 31,  2002  and  2001,
respectively,  representing approximately 13%  and  9%  of  total
sales  for  each  respective year. No  other  individual  foreign
country  accounts for 10% or more of sales to external customers.
The   following  table  provides  a  geographic  summary  of  the
Company's net sales based on the location of product delivery.

                                          Years ended December 31,
(Thousands of dollars)                     2002       2001      2000

United States                         $  636,091 $  747,877 $  725,327
Caribbean, Central and South America     541,332    548,386    434,353
Africa                                   478,273    348,217    260,706
Pacific Basin and Far East                94,550    106,504    104,919
Canada/Mexico                             56,575     41,638     31,643
Eastern Mediterranean                     14,435      6,861     18,013
Europe                                     8,051      5,127      8,735
 Totals                               $1,829,307 $1,804,610 $1,583,696

The   following  table  provides  a  geographic  summary  of  the
Company's long-lived assets according to their physical  location
and primary port for Company owned vessels:

                                                   December 31,
(Thousands of dollars)                           2002       2001

United States                                 $521,693   $408,889
Argentina                                       30,385     67,497
All other                                       69,515     79,887
 Totals                                       $621,593   $556,273

 At  December  31,  2002 and 2001, the Company  had  approximately
$113,331,000   and   $113,855,000,   respectively,   of   foreign
receivables,  excluding receivables due from foreign  affiliates,
which  represent  more of a collection risk  than  the  Company's
domestic  receivables.  The Company believes  its  allowance  for
doubtful receivables is adequate.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>ex-21.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>

                           EXHIBIT 21


  SUBSIDIARIES                    NAMES UNDER          STATE OR OTHER
     OF THE                    WHICH SUBSIDIARIES       JURISDICTION
   REGISTRANT                     DO BUSINESS         OF INCORPORATION


Agencias Generales Conaven, C.A.     Conaven             Venezuela

Agencia Maritima del Istmo, S.A.      Same               Costa Rica

Almacenadora Conaven, S.A.           Conaven             Venezuela

Boyar Estates S.A.*                   Same               Luxembourg

Cape Fear Railways, Inc.              Same               North Carolina

Cayman Freight Shipping Services,
 Ltd.*                                Same               Cayman Islands

Chestnut Hill Farms Honduras,
 S.A. de C.V.                         Same               Honduras

Delta Packaging Company Ltd.*         Same               Nigeria

Desarrollo Industrial Bioacuatico,
 S.A.*                                Same               Ecuador

Eureka Chicken Limited *              Same               Zambia

Fjord Seafood ASA *                   Same               Norway

H&O Shipping Limited                  Same               Liberia

Ingenio y Refineria San Martin
 del Tabacal                         Tabacal             Argentina

JacintoPort International LP          Same               Texas

KWABA - Sociedade Industrial
 e Comercial, SARL*                   KWABA              Angola

Les Moulins d'Haiti S.E.M. (LHM)*     Same               Haiti

Lesotho Flour Mills Limited*          Same               Lesotho

Life Flour Mill Ltd.*                 Same               Nigeria

Minoterie de Matadi, S.A.R.L.*        Same               Democratic Republic
                                                         of Congo

Minoterie du Congo, S.A.              Same               Republic of Congo

Mobeira, SARL*                        Same               Mozambique

Molinos Champion, S.A.*               Same               Ecuador

Molinos del Ecuador, C.A.*            Same               Ecuador

Mount Dora Farms Inc.                 Same               Florida

National Milling Company of
 Guyana, Ltd.                         Same               Guyana

National Milling Corporation
 Limited                              Same               Zambia

Port of Miami Cold Storage, Inc.      Same               Florida

Representaciones Maritimas y
 Aereas, S.A.                         Same               Guatemala

Representaciones y Ventas S.A.*       Same               Ecuador

Sea Cargo, S.A.                       Same               Panama

Seaboard de Colombia, S.A.*           Same               Colombia

Seaboard de Honduras, S.A. de C.V.    Same               Honduras

Seaboard del  Peru, S.A.              Same               Peru

Seaboard Farms, Inc.                  Same               Oklahoma

Seaboard Freight & Shipping
 Jamaica Limited                      Same               Jamaica

Seaboard Marine Bahamas, Ltd.         Same               Bahamas

Seaboard Marine of Haiti, S.E.        Same               Haiti

Seaboard Marine Ltd.                  Same               Liberia

Seaboard Marine of Florida, Inc.      Same               Florida

Seaboard Marine (Trinidad) Limited    Same               Trinidad

Seaboard Overseas Limited             Same               Bahamas

Seaboard Overseas Management
 Company, Ltd.                        Same               Bermuda

Seaboard Overseas Peru SRL            Same               Peru

Seaboard Overseas Trading and
 Shipping (PTY) Ltd.                  Same               South Africa

Seaboard Ship Management Inc.         Same               Florida

Seaboard Software Innovations, Inc.   Same               Delaware

Seaboard Trading and Shipping Ltd.    Same               Minnesota

Seaboard Transport Inc.               Same               Oklahoma

Seaboard West Africa Limited          Same               Sierra Leone

SEADOM, S.A.*                         Same               Dominican Republic

Shawnee Funding Limited Partnership   Same               Delaware

Top Feeds Limited*                    Same               Nigeria

Transcontinental Capital Corp.
 (Bermuda) Ltd.                       TCCB               Bermuda

Unga Holdings Limited*                Unga               Kenya

*Represents a non-controlled, non-consolidated affiliate.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>ex991.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
<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 Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 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>6
<FILENAME>ex992.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
<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 Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 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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