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<SEC-DOCUMENT>0000088121-04-000019.txt : 20041105
<SEC-HEADER>0000088121-04-000019.hdr.sgml : 20041105
<ACCEPTANCE-DATETIME>20041105161244
ACCESSION NUMBER:		0000088121-04-000019
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20041002
FILED AS OF DATE:		20041105
DATE AS OF CHANGE:		20041105

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEABOARD CORP /DE/
		CENTRAL INDEX KEY:			0000088121
		STANDARD INDUSTRIAL CLASSIFICATION:	MEAT PACKING PLANTS [2011]
		IRS NUMBER:				042260388
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		041122992

	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:	SEABOARD ALLIED MILLING CORP
		DATE OF NAME CHANGE:	19820328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HATHAWAY BAKERIES INC
		DATE OF NAME CHANGE:	19710315
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q30410q.txt
<DESCRIPTION>SEABOARD CORPORATION 2004 3RD QTR 10-Q
<TEXT>




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

                               FORM 10-Q

  (Mark One)

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

            For the quarterly period ended October 2, 2004

                                  OR

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

  For the transition period from            to

  Commission File Number 1-3390

                        Seaboard Corporation
       (Exact name of registrant as specified in its charter)

    Delaware                                          04-2260388
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

  9000 W. 67th Street, Shawnee Mission, Kansas                  66202
  (Address of principal executive offices)                   (Zip Code)

                            (913) 676-8800
         (Registrant's telephone number, including area code)

                           Not Applicable
    (Former name, former address and former fiscal year, if changed
                          since last report.)

       Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 months
  (or for such shorter period that the registrant was required to
  file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.  Yes   X  .  No    .

     Indicate by a check mark whether the registrant is an
  accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)
  Yes   X   .   No    .

       There were 1,255,053.90 shares of common stock, $1.00 par
  value per share, outstanding on October 29, 2004.

                                   Total pages in filing - 19 pages

<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                                                  October 2,     December 31,
                                                     2004            2003
Assets
Current assets:
   Cash and cash equivalents                     $   18,282      $   37,377
   Short-term investments                            64,510          58,022
   Receivables, net                                 262,021         190,013
   Inventories                                      299,707         276,033
   Deferred income taxes                             15,544          17,972
   Other current assets                              45,458          35,419
Total current assets                                705,522         614,836
Investments in and advances to foreign affiliates    40,370          46,680
Net property, plant and equipment                   612,632         643,968
Other assets                                         29,289          20,207
Total assets                                     $1,387,813      $1,325,691

Liabilities and Stockholders' Equity
Current liabilities:
   Notes payable to banks                        $   11,352      $   75,564
   Current maturities of long-term debt              54,178          56,983
   Accounts payable                                  77,284          61,817
   Other current liabilities                        160,318         149,726
Total current liabilities                           303,132         344,090
Long-term debt, less current maturities             290,831         321,555
Deferred income taxes                               118,884          85,295
Other liabilities                                    45,489          46,720
Total non-current and deferred liabilities          455,204         453,570
Minority and other noncontrolling interests           2,119           7,466
Stockholders' equity:
   Common stock of $1 par value,
     Authorized 4,000,000 shares;
     issued and outstanding 1,255,054 shares          1,255           1,255
   Accumulated other comprehensive loss             (60,091)        (61,527)
   Retained earnings                                686,194         580,837
Total stockholders' equity                          627,358         520,565
Total liabilities and stockholders' equity       $1,387,813      $1,325,691

                  See notes to condensed consolidated financial statements.

<PAGE> 1

                             SEABOARD CORPORATION AND SUBSIDIARIES
                         Condensed Consolidated Statements of Earnings
                        (Thousands of dollars except per share amounts)
                                          (Unaudited)

                               Three Months Ended         Nine Months Ended
                            October 2,  September 27, October 2,  September 27,
                               2004         2003         2004         2003
Net sales:
   Products                 $  522,422  $  361,525     $1,563,177   $1,065,490
   Services                    132,272     105,793        388,375      315,161
   Other                        12,768      18,099         43,892       52,516
Total net sales                667,462     485,417      1,995,444    1,433,167
Cost of sales and operating
 expenses:
   Products                    454,546     331,786      1,398,154      995,482
   Services                    101,466      95,960        301,871      280,805
   Other                        10,516      13,291         33,773       40,134
Total cost of sales and
 operating expenses            566,528     441,037      1,733,798    1,316,421
Gross income                   100,934      44,380        261,646      116,746
Selling, general and
 administrative expenses        29,566      26,535         91,989       80,638
Operating income                71,368      17,845        169,657       36,108
Other income (expense):
   Interest expense             (6,120)     (6,844)       (20,538)     (20,393)
   Interest income               2,140         450          5,705        2,037
   Income (loss) from foreign
    affiliates                     103     (15,054)          (128)     (20,932)
   Minority and other
    noncontrolling interests      (227)       (344)          (621)        (452)
   Foreign currency gain
    (loss), net                  5,040        (914)         3,536       (7,015)
   Miscellaneous, net           (5,161)      5,448         (2,288)       6,780
Total other income (expense),
 net                            (4,225)    (17,258)       (14,334)     (39,975)
Earnings (loss) before income
 taxes and cumulative effect
 of changes in accounting
 principles                     67,143         587        155,323       (3,867)
Income tax benefit (expense)   (20,595)      1,251        (47,142)       1,856
Earnings (loss) before
 cumulative effect of changes
 in accounting principles       46,548       1,838        108,181       (2,011)
Cumulative effect of changes
 in accounting for asset
 retirement obligations and
 drydock accruals,net of
 income tax expense of $550          -           -              -        3,648
Net earnings                $   46,548  $    1,838     $  108,181   $    1,637

Net earnings per common share:
Earnings (loss) per share
 before cumulative effect
 of changes in accounting
 principles                 $    37.09  $     1.46     $    86.20   $    (1.60)
Cumulative effect of changes
 in accounting for asset
 retirement obligations and
 drydock accruals                    -           -              -         2.90
Net earnings per common
 share                      $    37.09  $     1.46     $    86.20   $     1.30
Dividends declared per
 common share               $     0.75  $     0.75     $     2.25   $     2.25
Average number of shares
 outstanding                 1,255,054   1,255,054      1,255,054    1,255,054

            See notes to condensed consolidated financial statements.

<PAGE> 2

                             SEABOARD CORPORATION AND SUBSIDIARIES
                       Condensed Consolidated Statements of Cash Flows
                                   (Thousands of dollars)
                                         (Unaudited)

                                                          Nine Months Ended
                                                      October 2,  September 27,
                                                          2004        2003

Cash flows from operating activities:
   Net earnings                                       $ 108,181     $  1,637
   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                     48,590       47,715
       Loss from foreign affiliates                         128       20,932
       Foreign currency exchange gains                     (246)      (3,891)
       Cumulative effect of accounting changes, net           -       (3,648)
       Deferred income taxes                             35,613       (4,427)
   Changes in current assets and liabilities:
        Receivables, net of allowance                   (84,497)      18,801
        Inventories                                     (17,983)      (8,292)
        Other current assets                            (10,632)       9,065
        Current liabilities exclusive of debt            24,089          (39)
   Other, net                                               (63)      (3,068)
Net cash from operating activities                      103,180       74,785
Cash flows from investing activities:
   Purchase of short-term investments                  (144,874)     (32,036)
   Proceeds from the sale or maturity of short-term
    investments                                         138,592       29,671
   Investments in and advances to foreign affiliates,
    net                                                   3,014         (393)
   Capital expenditures                                 (21,768)     (25,050)
   Other, net                                             4,089        3,848
Net cash from investing activities                      (20,947)     (23,960)
Cash flows from financing activities:
   Notes payable to banks, net                          (64,212)     (16,070)
   Principal payments of long-term debt                 (32,297)     (30,655)
   Repurchase of minority interest in a controlled
    subsidiary                                           (5,000)           -
   Dividends paid                                        (2,824)      (2,824)
   Bond construction fund                                 1,200          655
   Other, net                                              (152)      (1,611)
Net cash from financing activities                     (103,285)     (50,505)
Effect of exchange rate change on cash                    1,957        2,341
Net change in cash and cash equivalents                 (19,095)       2,661
Cash and cash equivalents at beginning of year           37,377       23,242
Cash and cash equivalents at end of period            $  18,282     $ 25,903

            See notes to condensed consolidated financial statements.

<PAGE> 3


SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

Note 1 - Accounting Policies and Basis of Presentation

The  condensed consolidated financial statements include the  accounts
of  Seaboard  Corporation  and its domestic and  foreign  subsidiaries
("Seaboard").  All significant intercompany balances and  transactions
have been eliminated in consolidation.  Seaboard's investments in non-
controlled  affiliates are accounted for by the  equity  method.   The
unaudited  consolidated  financial  statements  should  be   read   in
conjunction with the consolidated financial statements of Seaboard for
the  year  ended  December 31, 2003 as filed in its Annual  Report  on
Form   10-K.    Seaboard's  first  three  quarterly  periods   include
approximately 13 weekly periods ending on the Saturday closest to  the
end of March, June and September.  Seaboard's year-end is December 31.

The accompanying unaudited condensed consolidated financial statements
include all adjustments (consisting only of normal recurring accruals)
which,  in  the  opinion  of  management, are  necessary  for  a  fair
presentation  of  financial position, results of operations  and  cash
flows.   Results of operations for interim periods are not necessarily
indicative of results to be expected for a full year.

Interest Rate Exchange Agreements

Seaboard's interest rate exchange agreements do not qualify as  hedges
for  accounting  purposes.  During the three  and  nine  months  ended
October 2, 2004 Seaboard recorded losses of $4,172,000 and $4,016,000,
respectively,  related to these agreements compared to gains  totaling
$4,768,000  for the 2003 three month period and losses  of  $2,926,000
for the 2003 nine month period.  The gains and losses are included  in
miscellaneous,  net  on  the  Condensed  Consolidated  Statements   of
Earnings  and  reflect changes in fair market value, net  of  interest
paid  or  received.   During the 2004 three and  nine  month  periods,
Seaboard made net payments of $2,142,000 and $5,409,000, respectively,
compared to payments made of $2,175,000 and $5,118,000 during the same
periods  of 2003 resulting from the difference between the fixed  rate
paid and variable rate received on these agreements.

Supplemental Non-cash Disclosures

The  fluctuation  of the Argentine peso has affected the  U.S.  dollar
value of the peso-denominated assets and liabilities of the Sugar  and
Citrus  segment.  During the nine months ended October 2,  2004,  this
segment  recorded non-cash gains of $246,000 caused by the revaluation
of  certain  dollar  denominated  net  assets  compared  to  gains  of
$3,891,000  during  the  nine months ended September  27,  2003.   The
following  table shows the non-cash impact of the change  in  exchange
rates  on  various  balance sheet categories for the peso  denominated
assets and liabilities.

                                                      Nine Months Ended
                                                  October 2,   September 27,
Increase (decrease) (thousands of dollars)           2004          2003

Working capital                                    $1,744          $7,555
Fixed assets                                          (45)          6,949
Other long-term net assets                            (14)             62

Accounting Changes and New Accounting Standards

Effective  January  1, 2003, Seaboard adopted Statement  of  Financial
Accounting  Standard  No.  143  (SFAS  143),  "Accounting  for   Asset
Retirement  Obligations," which required Seaboard to  record  a  long-
lived  asset  and  related liability for asset  retirement  obligation
costs  associated with the closure of the hog lagoons  it  is  legally
obligated  to  close.   Accordingly,  on  January  1,  2003,  Seaboard
recorded  the cumulative effect of the change in accounting  principle
with  a  charge to earnings of $2,195,000 ($1,339,000 net of  tax,  or
$1.07 per common share).  The following table shows the changes in the
asset retirement obligation during each year.

                               Three Months Ended        Nine Months Ended
                             October 2, September 27,  October 2, September 27,
(Thousands of dollars)          2004        2003          2004        2003

Beginning balance             $6,449       $5,909       $6,086       $5,416
Accretion expense                116          109          345          309
Liability for additional
 lagoons placed in service         -            -          134          293
Ending balance                $6,565       $6,018       $6,565       $6,018

<PAGE> 4

Through  December  31,  2002, costs expected  to  be  incurred  during
regularly  scheduled drydocking of vessels were accrued ratably  prior
to  the drydock date.  Effective January 1, 2003, Seaboard changed its
method  of accounting for these costs from the accrual method  to  the
direct-expense  method.   Under  the new  accounting  method,  drydock
maintenance costs are recognized as expense when maintenance  services
are   performed.   Seaboard  believes  the  newly  adopted  accounting
principle is preferable in these circumstances because the maintenance
expense  is not recorded until the maintenance services are  performed
and,  accordingly,  the  direct-expense method eliminates  significant
estimates  and  judgments inherent under the  accrual  method.   As  a
result,  on January 1, 2003, the balance of the accrued liability  for
drydock  maintenance as of December 31, 2002 for its Commodity Trading
and Milling, Marine, and Power segments was reversed, resulting in  an
increase  in  earnings of $6,393,000 ($4,987,000 net  of  related  tax
expense or $3.97 per common share) as a cumulative effect of a  change
in accounting principle.

As  of  December  31,  2003,  Seaboard  adopted  Financial  Accounting
Standards Board Interpretation No. 46, revised December 2003 (FIN 46),
"Consolidation of Variable Interest Entities".  FIN 46 applies  to  an
entity  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   has    these
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.   Based  on  its  evaluations,  Seaboard
consolidated    certain   limited   liability    companies    as    of
December  31,  2003,  which  own certain of  the  facilities  used  in
connection   with  Seaboard's  vertically  integrated  hog  production
because Seaboard was determined to be the primary beneficiary.  If the
consolidation  requirements would have been applied  retroactively  to
January 1, 2003, operating income, net earnings, and net earnings  per
common share during 2003 would have decreased by $48,000, $29,000  and
$0.02, respectively, for the third quarter and $180,000, $110,000  and
$0.09, respectively, for the nine month period.

Note 2 - Repurchase of Minority Interest

In  connection with the December 2001 sale of a 10% minority  interest
in  one  of the two power barges in the Dominican Republic, the  buyer
was  given  a three-year option to sell the interest back to  Seaboard
for  the  book  value  at  the time of sale,  pending  collections  of
outstanding  receivables.   During January 2004,  the  buyer  provided
notice  to  exercise  the  option valued at  $5,709,000.   An  initial
payment  of $5,000,000 was paid during the second quarter of  2004  to
reacquire  this  interest  with  the remaining  balance  payable  upon
collection of the remaining outstanding receivables.

In  addition, Seaboard has historically paid commissions to a  related
entity  of  the above party relative to the performance of  the  other
power  barge.   During the second quarter of 2004 Seaboard  agreed  to
terminate   that  relationship  by  making  a  one-time   payment   of
$2,000,000, included in selling, general and administrative expenses.

Note 3 - Comprehensive Income (Loss)

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


                              Three Months Ended         Nine Months Ended
                            October 2, September 27,  October 2, September 27,
(Thousands of dollars)         2004        2003          2004        2003

Net earnings                 $46,548      $1,838       $108,181    $ 1,637
Other comprehensive income
 (loss) net of applicable
 taxes:
   Foreign currency
    translation adjustment      (470)         30          1,457      9,175
   Unrealized gains on
    investments                   37          79            111        117
   Unrealized gains (losses)
    on cash flow hedges           80         (19)            18        (94)
   Amortization of deferred
    gain on interest rate
    swaps                        (50)        (51)          (150)      (151)

Total comprehensive income   $46,145      $1,877       $109,617    $10,684

<PAGE> 5

The  components of and changes in accumulated other comprehensive loss
for the nine months ended October 2, 2004 are as follows:

                                          Balance               Balance
                                        December 31,  Period   October 2,
(Thousands of dollars)                     2003       Change      2004

Foreign currency translation adjustment  $(56,490)    $1,457    $(55,033)
Unrealized gain on investments                 14        111         125
Unrecognized pension cost                  (5,772)         -      (5,772)
Net unrealized loss on cash flow hedges       (30)        18         (12)
Deferred gain on interest rate swaps          751       (150)        601

Accumulated other comprehensive loss     $(61,527)    $1,436    $(60,091)

The  unrecognized  pension cost is calculated  and  adjusted  annually
during  the  fourth quarter.  However, as a result of  an  anticipated
lower  discount  rate used in the calculation of unrecognized  pension
cost and the retirement plan amendment discussed in Note 5, management
expects  the  2004 calculation will result in additional comprehensive
loss  during  the fourth quarter.  With the exception of  the  foreign
currency  translation loss to which a 35% federal tax rate is applied,
income  taxes  for components of accumulated other comprehensive  loss
were recorded using a 39% effective tax rate.

Note 4 - Inventories

The  following  is  a summary of inventories at October  2,  2004  and
December 31, 2003:

                                                October 2,   December 31,
(Thousands of dollars)                             2004         2003
At lower of LIFO cost or market:
      Live hogs & materials                      $146,469      $142,396
      Dressed pork & materials                     20,261        22,220
                                                  166,730       164,616
      LIFO allowance                               (3,450)       (7,608)
              Total inventories at lower of LIFO
               cost or market                     163,280       157,008
At lower of FIFO cost or market:
      Grain, flour and feed                        99,559        87,831
      Sugar produced & in process                  15,746        14,807
      Other                                        21,122        16,387
              Total inventories at lower of FIFO
               cost or market                     136,427       119,025
               Total inventories                 $299,707      $276,033

Note 5 - Employee Benefits

Seaboard maintains a defined benefit pension plan (the Plan)  for  its
domestic  salaried  and  clerical employees  and  also  sponsors  non-
qualified,   unfunded  supplemental  executive  plans,  and   unfunded
supplemental  retirement agreements with certain executive  employees.
As  a  result  of  recently  passed  pension  relief  legislation  and
finalization  of  Plan  data, in order to  meet  the  minimum  funding
standards  to avoid the Pension Benefit Guaranty Corporation  variable
rate  premiums established by the Employee Retirement Income  Security
Act  of  1974, Seaboard revised its original schedule of contributions
for  2004  from  $7,000,000 to $5,763,000.  During 2004,  payments  of
$1,922,000,  $562,000 and $3,279,000 were made on April 15,  July  15,
and September 15, respectively.

On  November 5, 2004, Seaboard amended its Executive Retirement  Plan,
which  provides  a  supplemental retirement benefit  to  officers  and
certain key employees of Seaboard and its subsidiaries, to conform the
benefit  calculation  to  the Plan discussed  above  by  changing  the
methodology  for  calculating the benefit to  a  percentage  of  final
average pay for all years of service.  The amendment also changes  the
normal  form  of  the  benefit to a lump  sum  payment,  provided  the
employee has at least 5 years of service after the plan amendment  was

<PAGE> 6

adopted.   Seaboard  has also established a Rabbi Trust  in  order  to
provide a mechanism to provide discretionary funding for the benefit.

While  this  amendment has no effect on the 2004 net periodic  benefit
cost,  it  will impact the amount of future benefit costs.   Had  this
amendment been in effect at the beginning of 2004, the 2004 annual net
periodic  benefit  cost would have increased by  $1,179,000  ($719,000
after  tax,  or  $0.57 per share).  Seaboard is considering  providing
funding  for a portion of the liability to a trust during  the  fourth
quarter of 2004 for this plan.  As the Executive Retirement Plan is  a
non-qualified plan, the assets will remain on the books of Seaboard as
a long-term asset.

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

                               Three months ended         Nine months ended
                             October 2, September 27,  October 2, September 27,
(Thousands of dollars)          2004        2003          2004        2003

Components of net periodic
 benefit cost:
 Service cost                  $  854     $  735         $2,467      $2,283
 Interest cost                  1,021        841          2,877       2,724
 Expected return on plan assets  (847)      (522)        (2,414)     (1,781)
 Amortization and other           210        231            605         733
 Net periodic benefit cost     $1,238     $1,285         $3,535      $3,959

Note 6 - Contingencies

Seaboard reached an agreement in 2002 to settle litigation brought  by
the  Sierra  Club.   Under  the terms of the settlement,  Seaboard  is
conducting an environmental investigation to determine the  source  of
elevated  nitrates at three farms and potentially will be required  to
take remedial actions at the farms if conditions so warrant.

Seaboard is subject to regulatory actions and an investigation by  the
United  States  Environmental  Protection  Agency  and  the  State  of
Oklahoma.   One  such  action  involves five  properties  utilized  in
Seaboard's  hog  production operations which were purchased  from  PIC
International Group, Inc. (PIC).  Seaboard has undertaken an extensive
investigation, and has had significant discussions with  the  EPA  and
the  State  of  Oklahoma,  proposing to take a  number  of  corrective
actions  with respect to the farms, and one additional farm, in  order
to   attempt  to  settle  the  action.    In  connection  with   these
discussions,  EPA  and  the State of Oklahoma  each  stated  that  any
settlement  must  include  a  civil fine of  $1,200,000  for  EPA  and
$500,000 for the State of Oklahoma.   Seaboard believes that  the  EPA
has  no authority to impose a civil fine and so advised the EPA  as  a
part  of  a  settlement proposal.  The EPA initially advised  Seaboard
that  it  rejected its most recent settlement proposal and  settlement
discussions  terminated.  The EPA recently requested  a  meeting  with
Seaboard Farms to reinstate settlement discussions.  If the matter  is
not  settled, the EPA could bring an action against Seaboard, although
Seaboard  believes it has meritorious defenses to any such action,  or
the  EPA  could  determine  to  take no  further  action.   Settlement
discussions  are continuing with the State of Oklahoma,  and  Seaboard
intends  to proceed with its proposed corrective actions with  respect
to the farms.

PIC is indemnifying Seaboard with respect to the action pursuant to an
indemnification  agreement  which has a  $5  million  limit.   If  the
settlement  being discussed with the State of Oklahoma is  agreed  to,
the  estimated  cumulative costs which will  be  expended  will  total
approximately $6.2 million, not including the additional  legal  costs
required  to negotiate the settlement or the $500,000 penalty demanded
by  the  State  of  Oklahoma.  If the measures taken pursuant  to  the
settlement are not effective, other measures with additional costs may
be  required.  PIC has advised Seaboard that it is not responsible for
the   costs  in  excess  of  $5  million.   Seaboard  disputes   PIC's
determination  of  the  costs to be included in  the  calculation  and
believes  that  the costs to be considered are less than  $5  million,
such  that PIC is responsible for all such costs and penalties, except
for  approximately $180,000 of estimated costs that would be  incurred
over  5  years  subsequent to the settlement for certain  testing  and
sampling.  Seaboard has agreed to conduct such testing and sampling as
a  part of the sampling it conducts in the normal course of operations
and  believes  that  the incremental costs incurred  to  conduct  such
testing  and  sampling  will  be less than  $180,000.   Seaboard  also
believes  that  a  more  general  indemnity  agreement  would  require
indemnification of a liability in excess of $5 million (excluding  the
estimated  $180,000  cost  for  testing and  sampling),  although  PIC
disputes  this.   With respect to other actions and the investigation,
neither  is  expected to have a material adverse effect on  Seaboard's
consolidated financial statements.

<PAGE> 7

From  time  to  time bills have been introduced in the  United  States
Senate  and  House  of  Representatives which  include  provisions  to
prohibit  meat  packers, such as Seaboard, from owning or  controlling
livestock  intended  for  slaughter.   If  passed,  such  bills  could
prohibit  Seaboard  from owning or controlling hogs,  and  thus  would
require  divestiture of our operations, possibly at prices  which  are
below  the  carrying  value of such assets on the  balance  sheet,  or
otherwise restructure its ownership and operation.    Such bills could
also be construed as prohibiting or restricting Seaboard from engaging
in  various  contractual arrangements with third party hog  producers,
such  as  traditional contract finishing arrangements.  To date,  none
have been passed into law nor does Seaboard expect any to be passed in
2004.   However, Seaboard cannot assure such legislation will  not  be
adopted  in  the future.    Seaboard, along with industry  groups  and
other  similarly  situated companies, continues  to  vigorously  lobby
against enactment of any such legislation.

Seaboard 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  have  a  material  adverse  effect  on   Seaboard's
consolidated financial statements.

Contingent Obligations

Certain of the non-consolidated affiliates and third party contractors
who  perform  services  for Seaboard have bank debt  supporting  their
underlying  operations.   From  time to time,  Seaboard  will  provide
guarantees   of  that  debt  allowing  a  lower  borrowing   rate   or
facilitating  third  party financing in order  to  further  Seaboard's
business  objectives.   Seaboard does not issue  guarantees  of  third
parties for compensation.  The following table sets forth the terms of
guarantees as of October 2, 2004.

Guarantee beneficiary                    Maximum exposure       Maturity

Foreign non-consolidated affiliate grain    $1,000,000        Annual renewal
  processor-Uganda
Foreign non-consolidated affiliate food     $  400,000         August 2005
  product distributor-Ecuador
Various hog contract growers                $1,585,000        Annual renewal

Seaboard  guaranteed  a  bank borrowing for a  subsidiary  of  a  non-
consolidated foreign affiliate grain processor in Kenya, Unga Holdings
Limited   (Unga),   to  facilitate  bank  financing   used   for   the
rehabilitation  and expansion of a milling facility in  Uganda.   This
guarantee was a part of the original purchase agreement with Unga when
Seaboard first invested in this company in 2000.  The guarantee can be
drawn  upon in the event of non-payment of a bank borrowing by  Unga's
subsidiary.   While  the  guarantee  may  be  cancelled  by   Seaboard
annually, the bank has the right to draw on the guarantee in the event
it  is  advised  that the guarantee will be cancelled.  The  guarantee
renews  annually  until the debt expires in 2007.  During  the  second
quarter of 2004, Seaboard renewed the guarantee for an additional year
but  reduced  it from $1,300,000 to $1,000,000.  Unga has  provided  a
reciprocal  guarantee  to  Seaboard.  As  of  October  2,  2004,  this
affiliate  had  $905,000  of borrowings outstanding  related  to  this
guarantee.

The  non-consolidated  affiliate food product distributor  in  Ecuador
purchases certain products from a U.S. domiciled vendor.  Seaboard has
guaranteed the payments for these purchases in order to secure  normal
credit terms for this affiliate.

Seaboard  has  guaranteed  a  portion of the  bank  debt  for  certain
farmers,  which  debt  proceeds were used to construct  facilities  to
raise  hogs for Seaboard's Pork division.  The guarantees enabled  the
farmers  to  obtain favorable financing terms.  These bank  guarantees
renew annually until the underlying debt is fully repaid in 2013-2014.
The maximum exposure to Seaboard from these guarantees is $1,585,000.

Seaboard  has  not accrued a liability for any of the third  party  or
affiliate guarantees as management considered the likelihood  of  loss
to be remote.

As of October 2, 2004, Seaboard had outstanding $10,642,000 of letters
of  credit  with  various  banks  that  reduced  Seaboard's  borrowing
capacity under its committed credit facilities.  The largest letter of
credit  of  $8,700,000  is for workers compensation  insurance.   Also
included is a letter of credit for $211,000 to support purchases for a
non-controlled affiliate mill expansion project.  While this affiliate
has  sufficient  liquidity to pay for the improvements,  the  mill  is
located  in  Haiti  and the letter of credit was  posted  in  lieu  of
advance vendor payments for the purchases.

<PAGE> 8

Note 7 - Segment Information

The  Bulgarian wine business (the Business), in which Seaboard has  an
equity investment has obtained the necessary working capital resources
during  the  third quarter of 2004 to support its inventory  purchases
for the fall 2004 vintage.   However, this affiliate has continued  to
incur  losses  from its operations.  As a result of sustained  losses,
Seaboard's  common  stock  investment has been  reduced  to  zero  and
Seaboard  began  applying  losses against  its  remaining  investment,
consisting  of  preferred  stock and debt,  based  on  the  change  in
Seaboard's  claim on the Business' book value.  Accordingly,  Seaboard
increased  its share of losses from this Business from 37% to  73%  in
the  third  quarter of 2004.  Annually during the fourth quarter,  the
Business  evaluates the recoverability of its long-lived assets  based
on  projected  cash  flows.  Seaboard will consider  this  evaluation,
among  other  things, and determine whether there  is  an  other-than-
temporary  decline in value for this investment.  Such a determination
could  have a material affect on the results of operations  for  2004.
As  of October 2, 2004, Seaboard's investments in and advances to  the
Business  totaled $13,274,000.  Seaboard's share of  losses  from  the
Business,  included  in  All Other below,  included  a  provision  for
inventory  write-downs totaling $800,000 during the second quarter  of
2004.

During the fourth quarter of 2003, Seaboard sold its equity investment
in  Fjord,  a  non-consolidated affiliate included in  the  All  Other
segment.   Seaboard's  share of Fjord's losses recognized  during  the
three and nine months ended September 27, 2003 totaled $13,420,000 and
$16,256,000,  respectively, including third quarter  charges  totaling
$12,421,000 reflecting Fjord's asset impairment charges to write  down
licenses, inventory and fixed assets.

The  following  tables set forth specific financial information  about
each  segment as reviewed by Seaboard's management.  Operating  income
for  segment reporting is prepared on the same basis as that used  for
consolidated operating income.  Operating income, along with income or
losses  from foreign affiliates for the Commodity Trading and  Milling
Division,  is used as the measure when evaluating segment  performance
because  management does not consider interest and income tax  expense
on a segment basis.

Sales to External Customers:

                               Three Months Ended         Nine Months Ended
                             October 2, September 27,  October 2, September 27,
(Thousands of dollars)          2004        2003          2004        2003

Pork                           $241,538   $186,125    $  716,667   $  531,238
Commodity Trading and Milling   255,808    151,830       805,859      478,971
Marine                          124,994     99,301       354,143      295,625
Sugar and Citrus                 25,749     22,710        54,600       53,305
Power                            12,768     18,099        43,892       52,516
All Other                         6,605      7,352        20,283       21,512
   Segment/Consolidated Totals $667,462   $485,417    $1,995,444   $1,433,167

Operating Income:

                               Three Months Ended         Nine Months Ended
                             October 2, September 27,  October 2, September 27,
(Thousands of dollars)          2004        2003          2004        2003

Pork                           $ 38,765   $  3,954    $   98,119   $    2,250
Commodity Trading and Milling     9,395      5,445        15,855       10,002
Marine                           17,153     (1,394)       41,202           42
Sugar and Citrus                  3,285      5,899         9,404       15,237
Power                             2,089      3,309         3,316        8,250
All Other                           980        832         2,375        1,642
   Segment Totals                71,667     18,045       170,271       37,423
Corporate Items                    (299)      (200)         (614)      (1,315)
   Consolidated Totals         $ 71,368   $ 17,845    $  169,657   $   36,108

<PAGE> 9

Income (loss) from Foreign Affiliates:

                               Three Months Ended         Nine Months Ended
                             October 2, September 27,  October 2, September 27,
(Thousands of dollars)          2004        2003          2004        2003

Commodity Trading and Milling  $  1,365   $    788    $    3,953   $     (871)
All Other                        (1,262)   (15,842)       (4,081)     (20,061)
   Segment/Consolidated Totals $    103   $(15,054)   $     (128)  $  (20,932)


Total Assets:
                                                       October 2, December 31,
(Thousands of dollars)                                    2004       2003

Pork                                                  $  666,828   $  670,288
Commodity Trading and Milling                            288,005      243,065
Marine                                                   115,764      114,375
Sugar and Citrus                                          90,666       75,674
Power                                                     83,003       76,920
All Other                                                 16,934       13,953
   Segment Totals                                      1,261,200    1,194,275
Corporate Items                                          126,613      131,416
   Consolidated Totals                                $1,387,813   $1,325,691

Administrative services provided by the corporate office are primarily
allocated  to the individual segments based on the size and nature  of
their  operations.   Corporate assets include short-term  investments,
certain  investments  in  and advances to  foreign  affiliates,  fixed
assets, deferred tax amounts and other miscellaneous items.  Corporate
operating  losses  represent certain operating costs not  specifically
allocated to individual segments.

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

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash   and   short-term  investments  decreased  $12.6  million   from
December  31, 2003.  While Seaboard generated $103.2 million  of  cash
from  operating  activities,  $32.3 million  was  used  for  scheduled
payments  on  long-term debt, $64.2 million was used  to  repay  notes
payable to banks, and $21.8 million was used for capital expenditures.
Cash  from  operating  activities for the nine  months  ended  October
2,  2004 increased $28.4 million compared to the same period one  year
earlier, primarily reflecting increased earnings, partially offset  by
the increased working capital needs of the Pork, Commodity Trading and
Milling and Power segments.  Receivables in the Pork segment increased
reflecting  strong  sales while inventory levels increased  reflecting
the  recently  populated  new  hog  production  facilities.   For  the
Commodity Trading and Milling segment, the overall increase in trading
activity  caused  increases  in accounts receivable  and  inventories.
Working capital needs also increased for the Power segment as a result
of continuing slow collections of accounts receivable.

<PAGE> 10

Capital Expenditures

Seaboard  invested  $21.8  million in property,  plant  and  equipment
during  2004, of which $8.7 million was expended in the Pork  segment,
$4.7  million  in  the Marine segment, $3.9 million in  the  Commodity
Trading  and  Milling segment, $4.0 million in the  Sugar  and  Citrus
segment  and  $0.5 million in the remaining businesses.   The  capital
expenditures for 2004 have primarily been of a normal recurring nature
including  replacements  of  machinery  and  equipment,  and   general
facility   modernizations  and  upgrades.   There  are   no   material
commitments  for  capital expenditures, nor are any  major  expansions
currently  planned  for the next year.   For the  remainder  of  2004,
management   has   budgeted   additional   capital   expenditures   of
$2.5  million  in  the  Pork segment, $1.4 million  in  the  Commodity
Trading  and  Milling  segment, $2.4 million in  the  Marine  segment,
$1.5  million in the Sugar and Citrus segment and $0.3 million in  all
other  businesses.   Management anticipates  financing  these  capital
expenditures  from internally generated cash and the use of  available
short-term investments.

Financing Activities and Debt

During  2004, Seaboard entered into two new, one-year committed credit
lines totaling $45.0 million and extended for one year a $20.0 million
committed credit facility.  In addition, Seaboard combined, increased,
and  extended its committed subsidiary credit facilities from a  total
of  $80.0  million to $95.0 million expiring on April 30, 2005.   This
facility  is  denominated in U.S. dollars.  As  of  October  2,  2004,
Seaboard  had  committed lines of credit totaling $185.0  million  and
uncommitted  lines  totaling $32.0 million.  As  of  October  2,  2004
Seaboard  had  $10.0  million  of  borrowings  outstanding  under  the
committed credit lines and $1.4 million borrowed under its uncommitted
credit   lines.   Outstanding  standby  letters  of  credit   totaling
$10.6   million  reduced  Seaboard's  borrowing  capacity  under   its
committed credit lines.

In  addition  to  funding Seaboard's planned capital  expenditures  as
discussed above, Seaboard's scheduled long-term debt maturities  total
$54.2  million  over the next year with $23.0 million maturing  during
the  fourth  quarter  of  2004.  Management believes  that  Seaboard's
current  combination of internally generated cash, liquidity,  capital
resources  and borrowing capabilities will be adequate to  make  these
scheduled  debt  payments and support existing operations  during  the
next  year.   Management  does, however, periodically  review  various
alternatives for future financing to provide additional liquidity  for
future  operating  plans.  As management intends to  continue  seeking
opportunities  for  expansion  in the  industries  in  which  Seaboard
operates, management may have to pursue financing alternatives at that
time.

During  2004,  the  10% minority interest owner of one  of  the  power
barges  located in the Dominican Republic exercised a put  option  for
the  equity  interest.   See  Note  2 to  the  Condensed  Consolidated
Financial Statements for further discussion.

See  Note 6 to the Condensed Consolidated Financial Statements  for  a
summary  of  Seaboard's contingent obligations,  including  guarantees
issued to support certain activities of non-consolidated affiliates or
third parties who provide services for Seaboard.

RESULTS OF OPERATIONS

Net  sales  for  the  three  and nine months  ended  October  2,  2004
increased by $182.0 and $562.3 million, respectively, compared to  the
same  periods  of 2003.  The increase in net sales was  primarily  the
result  of higher market prices and, to a lesser extent, sales volumes
for  pork  products, increased trading volumes and  commodity  prices,
and,  to a lesser extent, increased level of marine cargo service with
improved   rates.    Operating   income   increased   by   $53.5   and
$133.5  million for the 2004 three and nine month periods compared  to
same  periods  of  2003.  The increase in sales  also  contributed  to
higher operating income.

<PAGE> 11

Pork Segment
                            Three Months Ended         Nine Months Ended
                          October 2, September 27,  October 2, September 27,
(Dollars in millions)        2004        2003          2004        2003

Net sales                  $ 241.5     $ 186.1       $ 716.7     $ 531.2
Operating income           $  38.8     $   4.0       $  98.1     $   2.3

Net  sales for the Pork segment increased $55.4 and $185.5 million for
the  three  and  nine months of 2004 compared to the same  periods  of
2003,  primarily as a result of higher market prices for pork products
and,  to  a lesser extent, higher sales volumes.  The demand for  pork
products  has  remained strong during 2004.  The excess domestic  meat
supplies  experienced  in early 2003 resulted in  lower  sales  prices
through   the  first  quarter  of  2003.   Prices  generally  improved
throughout the remainder of 2003 and further improved through 2004  as
a  result  of the increasing demand for pork products.  Sales  volumes
also  increased  as  Seaboard operated additional  weekend  processing
shifts   during  2004  to  take  advantage  of  the  favorable  market
conditions, and had an additional three business days in the 2004 year-
to-date period compared to 2003.

Operating   income   for  the  Pork  segment   increased   $34.8   and
$95.8  million for the third quarter and year-to-date periods of  2004
compared  with the same periods of 2003 primarily as a result  of  the
higher  sales prices and volumes discussed above, partially offset  by
higher overall hog costs.  Overall hog costs increased primarily as  a
result  of  higher costs for third-party hogs, partially offset  by  a
decrease in the cost of internally-raised hogs and an increase in  the
percentage of lower cost internally-raised hogs.  The third-quarter of
2004  includes charges of $1.4 million for abandoned land  development
costs at certain potential hog production sites and a potential second
plant site that Seaboard has decided not to pursue at this time.   The
year-to-date  2003 period also includes charges totaling $1.6  million
for abandoned land development costs of potential hog production sites
that  Seaboard decided not to pursue.  Management is unable to predict
future  market  prices for pork products, feed costs and  third  party
hogs,  or for how long the relatively strong overall market conditions
will  be  sustained.  However, management expects these operations  to
remain profitable for the fourth quarter of 2004.

Commodity Trading and Milling Segment

                            Three Months Ended         Nine Months Ended
                          October 2, September 27,  October 2, September 27,
(Dollars in millions)        2004        2003          2004        2003

Net sales                  $ 255.8     $ 151.8       $ 805.9     $ 479.0
Operating income           $   9.4     $   5.4       $  15.9     $  10.0
Income (loss) from foreign
 affiliates                $   1.4     $   0.8       $   4.0     $  (0.9)

Net  sales  for  the  Commodity Trading and Milling segment  increased
$104.0 and $326.9 million for the three and nine month periods of 2004
compared to the same periods of 2003.  This increase is primarily  the
result  of  increased trading volumes to third parties and affiliates,
primarily  for  wheat  and  soybean  meal,  and  world-wide  increased
commodity  and  freight prices.  However, commodity  prices  decreased
significantly during the third quarter of 2004 compared  to  commodity
prices the first half of 2004.

Operating income for this segment increased $4.0 and $5.9 million  for
the  2004 quarter and year-to-date periods compared to the prior  year
reflecting  the  increased  sales  volumes  in  the  trading  business
discussed above.  However, the impact of mark-to-market accounting for
commodity   futures  and  options  contracts  partially   offset   the
improvement.   While  management believes its  commodity  futures  and
options  are economic hedges of its firm purchase and sales contracts,
Seaboard  does  not perform the extensive record-keeping  required  to
account  for commodity transactions as hedges for accounting purposes.
As  a result, operating income for the three and nine month periods of
2004 includes losses of $0.4 and $10.8 million, respectively, compared
to  gains of $0.3 and $2.0 million for the comparable 2003 periods for
these  mark-to-market adjustments.  If commodity prices stabilize  for
the  fourth quarter of 2004, management anticipates that a significant
portion of the negative impact of the mark-to-market accounting  noted
above will reverse as products are delivered to customers resulting in
higher operating income at that time.  In addition, charter hire rates
continue  to  be  significantly higher during 2004  compared  to  2003
although  a  portion of the increased expense was offset by  increased
freight  rates  charged.  Seaboard had entered into some  longer  term
charter  contracts  in 2003, allowing it to take advantage  of  higher
freight  market  rates during the second and third quarters  of  2004.
However,  management expects higher freight rates to  continue  during
the  remainder  of 2004 and 2005 while the long-term charters  expire,
thus  reducing freight opportunities and potentially operating income.
Due  to  the  uncertain  political  and  economic  conditions  in  the
countries in which Seaboard operates, management is unable to  predict
future sales and operating results, but anticipates positive operating
income for the remainder of 2004.

<PAGE> 12

Income  from  foreign affiliates for the three and nine  months  ended
October 2, 2004 improved $0.6 and $4.9 million, respectively, from the
comparable  2003  periods  primarily  reflecting  improved   operating
results  from  most  African  milling operations.   Based  on  current
political and economic situations in the countries in which the  flour
and  feed mills operate, management cannot predict whether the foreign
affiliates will remain profitable for the remainder of 2004.

Marine Segment

                            Three Months Ended         Nine Months Ended
                          October 2, September 27,  October 2, September 27,
(Dollars in millions)        2004        2003          2004        2003

Net sales                  $ 125.0     $  99.3       $ 354.1     $ 295.6
Operating income (loss)    $  17.2     $  (1.4)      $  41.2     $   0.0

Net sales for the Marine segment increased $25.7 and $58.5 million for
the  three and nine month periods of 2004 compared to the same periods
of 2003 reflecting higher average cargo rates, especially in the third
quarter,  and  higher  cargo volumes.  Average cargo  rates  for  2004
improved  over 2003 reflecting improved market conditions and improved
cargo  mixes  in certain markets.  The 2003 periods were significantly
negatively impacted by the general strike in Venezuela which began  in
2002   and  continued  into  February  of  2003,  resulting   in   the
discontinuance of all port calls to that country.  While the political
and  economic instability remains in Venezuela and that market has not
yet  fully recovered, cargo volumes have continued to increase  during
2004  compared to 2003.  In addition, cargo volumes also increased  in
most  other markets.    Partially offsetting these increases  for  the
nine  month  period, in 2003 Seaboard earned revenue  from  chartering
certain  company-owned vessels to carry military cargo to  the  Middle
East.

Operating   income  for  the  Marine  segment  increased   $18.6   and
$41.2 million during the 2004 three and nine month periods compared to
the same periods in 2003, primarily reflecting the increased rates and
volumes  discussed above.  Although management cannot predict  changes
in  future  cargo  rates  or to what extent economic  conditions  will
continue  to improve for the Venezuelan and related markets,  it  does
anticipate  these  operations  to remain  profitable  for  the  fourth
quarter of 2004.

The  U.S.  Maritime  Transportation  Security  Act  and  corresponding
international  regulations  under The  International  Ship  and  Port-
facility Security Code were effective July 1, 2004.  These regulations
require  comprehensive security assessments and plans for vessels  and
facilities in the U.S. and throughout the world.  Management  believes
Seaboard is in compliance and, to date, has not experienced any  trade
disruptions from these regulations, although it cannot predict if  any
disruptions  could occur in the future if foreign ports do  not  fully
comply.

Sugar and Citrus Segment

                            Three Months Ended         Nine Months Ended
                          October 2, September 27,  October 2, September 27,
(Dollars in millions)        2004        2003          2004        2003

Net sales                  $  25.7     $  22.7       $  54.6     $  53.3
Operating income           $   3.3     $   5.9       $   9.4     $  15.2

Net  sales for the Sugar and Citrus segment increased in the three and
nine month periods of 2004 compared to the same periods of 2003.   The
increase was due to higher seasonal citrus trading volumes during  the
third  quarter.   This increase was partially offset  by  lower  sugar
prices  during  2004  resulting  from the  abundant  2003  harvest  in
Argentina  which  resulted in large sugar supplies.  While  unable  to
predict  future sales prices, management does not expect sales  prices
to increase significantly for the remainder of 2004.

Operating income decreased $2.6 and $5.8 million during the three  and
nine  month  periods  of  2004 compared  to  the  prior  year  periods
primarily  due  to  lower sugar prices as discussed above  and  higher
costs of sales from the previously inventoried 2003 sugar harvest  and
production.   During  2003, the peso price of  sugar  increased  at  a
higher  rate than the related peso costs, but that trend reversed  and
expenses  have  increased.   The higher citrus  sales  volumes  had  a
negligible  impact on operating income.  Management expects  operating
income  for  the fourth quarter of 2004 will remain positive  although
lower than 2003.

<PAGE> 13

Power Segment
                            Three Months Ended         Nine Months Ended
                          October 2, September 27,  October 2, September 27,
(Dollars in millions)        2004        2003          2004        2003

Net sales                  $  12.8     $  18.1       $  43.9     $  52.5
Operating income           $   2.1     $   3.3       $   3.3     $   8.3

The  economic environment of the Dominican Republic (DR) has  remained
unstable  throughout  2004.  Multilateral  credit  agencies  have  not
provided sufficient funding to the DR government to restore liquidity;
consequently  the economic problems still exist and this  segment  has
experienced  difficulty  in  collecting  amounts  owed  from   certain
generating  and  distribution  companies.   As  of  October  2,  2004,
Seaboard's  net  receivable exposure from customers  with  significant
past  due  balances  totaled  $16.0 million,  including  $9.3  million
classified  in  other  long-term assets on the Condensed  Consolidated
Balance Sheet.  Seaboard is continuing to contract directly with large
power  users,  which reduces the exposure to changes  in  spot  market
rates,  currency  fluctuations  and  collection  risks.   However,   a
significant  exposure  to the partially government-owned  distribution
companies  still  exists.  Despite the continued  liquidity  problems,
during  the three and nine months ended October 2, 2004 the  Dominican
Republic  peso  strengthened against the  U.S.  dollar,  resulting  in
foreign exchange gains of $5.1 and $2.5 million, respectively, related
to the peso-denominated net assets, compared to a gain of $0.7 million
and  loss  of $6.1 million for the same periods in 2003.  The exchange
gains  and  losses  are  included in other  income  (expense)  on  the
Condensed  Consolidated Statements of Earnings and are not a component
of operating income.

Net  sales  for the Power segment decreased $5.3 and $8.6 million  for
the  three and nine month periods of 2004 compared to the same periods
of  2003 primarily due to lower production.  Periodically during 2004,
Seaboard  has curtailed production due to management's concerns  about
the  collectibility  of  revenues.  In  addition,  approximately  $1.5
million  of  spot  market sales were not recognized during  the  third
quarter   of  2004  as  collectibility  is  not  reasonably   assured.
Management  may  continue  to  impose  further  curtailments   if   it
determines that liquidity conditions warrant.

Operating  income decreased $1.2 and $5.0 million for  the  three  and
nine months of 2004 compared to the same periods of 2003.  In addition
to  lower sales, commission expenses increased by $2.4 million for the
2004 nine month period.  However, as a result of recent collections of
a previously reserved accounts receivable, during the third quarter of
2004 $1.0 million of bad debt expense was reversed.    As discussed in
Note 2 to the Condensed Consolidated Financial Statements, during  the
second  quarter  Seaboard  made a one-time commission  payment  of  $2
million  to terminate a business relationship.  Absent improvement  to
the  economic problems in the country including the related receivable
collection issues, management cannot predict whether this segment will
be profitable for the remainder of 2004.

All Other

                            Three Months Ended         Nine Months Ended
                          October 2, September 27,  October 2, September 27,
(Dollars in millions)        2004        2003          2004        2003

Net sales                  $   6.6     $   7.4       $  20.3     $  21.5
Operating income           $   1.0     $   0.8       $   2.4     $   1.6
Loss from foreign
 affiliates                $  (1.3)    $ (15.8)      $  (4.1)    $ (20.1)

Net  sales for All Other decreased $0.8 and $1.2 million for the three
and  nine months of 2004 compared with the same periods of 2003  while
operating income increased slightly.  The increase in operating income
primarily  reflects  improved operations  for  the  pepper  processing
business.   The  loss  from  foreign  affiliates  in  2004  represents
Seaboard's  share  of losses from its equity method  investment  in  a
Bulgarian  wine business including losses of $0.8 million recorded  in
the second quarter for Seaboard's share of inventory write-downs.  See
Note  7 to the Condensed Consolidated Financial Statements for further
discussion of this business.

The  2003  foreign affiliate losses also include Seaboard's  share  of
Fjord Seafood ASA (Fjord) losses which totaled $13.4 and $16.3 million
for  three and nine month periods, respectively.  Seaboard's share  of
third  quarter  losses included impairment charges  of  $12.4  million
reflecting Fjord's write down of licenses, inventory and fixed assets.
The  equity investment in Fjord was sold during the fourth quarter  of
2003.

<PAGE> 14

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the three  and
nine  month  periods of 2004 increased by $3.0 and $11.4 million  over
the  same periods of 2003 primarily due to increased selling costs  in
the  Marine and Commodity Trading and Milling segments related to  the
growth  of these businesses.  The 2004 nine-month period also reflects
the  increased commissions in the Power segment.  Partially offsetting
the  increase in SG&A for the 2004 quarter, the Power segment reversed
$1.0  million  of  bad  debt expense reflecting the  collection  of  a
previously  reserved receivable.  As a percentage  of  revenues,  SG&A
decreased  to  4.4%  and  4.6% for the 2004 quarter  and  year-to-date
periods, respectively, compared to 5.5% and 5.6% for the same  periods
of  2003 as a result of increased sales in the Pork, Commodity Trading
and Milling, and Marine segments.

Interest Expense

Interest expense decreased for the quarter but increased slightly  for
the  nine  month  period of 2004 compared to the  same  2003  periods.
During  the  second  quarter of 2004, Seaboard  repaid  a  significant
portion of the notes payable to banks with cash from operations.

Interest Income

Interest income increased $1.7 and $3.7 million for the three and nine
month  periods of 2004 compared to the same periods of 2003  primarily
reflecting larger amounts of interest received from past due  customer
accounts  receivable  in the Power and Commodity Trading  and  Milling
segments.   In addition, Seaboard had higher average levels of  short-
term investments during the 2004 periods.

Foreign Currency Gains (Losses)

Seaboard realized net foreign currency gains of $5.0 and $3.5  million
during the three and nine month periods of 2004 respectively, compared
to losses of $0.9 and $7.0 million for each respective period of 2003.
The  strengthening  of the Dominican Republic peso  during  the  third
quarter  of 2004 created gains of $5.1 and $2.5 million for the  three
and  nine  months ended October 2, 2004 compared to  a  gain  of  $0.7
million  for  the 2003 three month period and a loss of  $6.1  million
during  the  2003  nine  month  period.   Seaboard  operates  in  many
developing countries throughout the world.  The political and economic
conditions  of  these  markets cause volatility in  currency  exchange
rates and expose Seaboard to the risk of exchange loss.

Miscellaneous, Net

Miscellaneous,  net  for  the three and nine  month  periods  of  2004
includes  losses  from  the  mark-to-market  of  interest  rate   swap
agreements totaling $4.2 and $4.0 million, respectively, compared to a
2003  third  quarter  gain of $4.8 and year to  date  losses  of  $2.9
million.   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.  Miscellaneous, net for
the  three and nine months ended October 2, 2004 also includes  losses
of  $1.6  and  $1.3 million, respectively, from the mark-to-market  of
commodity futures and options contracts that management does not  view
as   direct   economic  hedges  of  its  operations.    In   addition,
miscellaneous, net for the 2004 nine month period includes a  gain  of
$0.5  million from the settlement of antitrust litigation compared  to
antitrust litigation gains of $0.4 and $7.0 million for the 2003 three
and nine month periods, respectively.

Income Tax Expense

The  effective  tax rate increased to 30.4% for 2004  primarily  as  a
result  of  increased  domestic taxable income and  lower  amounts  of
permanently deferred foreign earnings.

Other Financial Information

On  October  22, 2004, President Bush signed into law H.R.  4520,  the
American  Jobs  Creation Act ("Act").  The Act is  a  significant  and
complicated  reform of U.S. income tax law.  Management  is  currently
reviewing  the new law to determine the impact on Seaboard.   The  Act
contains several provisions which initially appear to be favorable for
Seaboard.   These  include:  phasing out the  Extraterritorial  Income
Exclusion  and  replacing it with an income  tax  deduction  for  U.S.
manufacturers, simplifying the U.S. foreign tax credit calculation  by
reducing  the  foreign  tax  credit baskets,  reforming  the  interest
allocation  rules  and  allowing  for  recharacterization  of  overall
domestic  losses, and repealing the alternative minimum tax limitation
on  the  use of foreign tax credits.  The carryover period for foreign
tax  credits  was  generally  extended  from  5  to  10  years.   More
importantly,  the  Act  repeals the prior law  treatment  of  shipping
income  as  a component of subpart F income.  This change  will  allow
Seaboard's post-2004 shipping income to avoid current taxation in  the
U.S.  and should have a material impact on Seaboard's future effective
tax  rate and cash tax payments.  The Act would also allow Seaboard  a
one-time  election to repatriate permanently invested foreign earnings
at  a  5.25% effective U.S. income tax rate rather than the  statutory
35%  rate,  if  certain  domestic reinvestment requirements  are  met.
Management is evaluating this provision and has not determined whether
to utilize the one-time repatriation opportunity.

<PAGE> 15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Seaboard is exposed to various types of market risks from its  day-to-
day  operations.  Primary market risk exposures result  from  changing
commodity prices, foreign currency exchange rates and interest  rates.
Changes  in  commodity  prices  impact  the  cost  of  necessary   raw
materials,   finished  product  sales  and  firm  sales   commitments.
Seaboard  uses  various grain and meal futures  and  options  purchase
contracts  to  manage  certain  risks  of  increasing  prices  of  raw
materials and firm sales commitments.  Short sales contracts are  then
used  to  offset  any  open  purchase  derivatives  when  the  related
commodity   inventory  is  purchased  in  advance  of  the  derivative
maturity, effectively canceling the initial futures or option purchase
contract.  From time to time, hog futures are used to manage risks  of
increasing  prices  of  live hogs acquired  for  processing.   Because
changes  in  foreign currency exchange rates impact the cash  paid  or
received  on  foreign currency denominated receivables  and  payables,
Seaboard  manages certain of these risks through the  use  of  foreign
currency  forward  exchange  agreements.  Changes  in  interest  rates
impact the cash required to service variable rate debt.  From time  to
time,  Seaboard uses interest rate swaps to manage risks of increasing
interest  rates.   Seaboard's market risk exposure  related  to  these
items has not changed materially since December 31, 2003.

Item 4.  Controls and Procedures

Seaboard's management has evaluated, under the direction of our  chief
executive   and   chief  financial  officers,  the  effectiveness   of
Seaboard's disclosure controls and procedures as of October  2,  2004.
Based  upon  and  as of the date of that evaluation, Seaboard's  chief
executive  and  chief  financial officers  concluded  that  Seaboard's
disclosure  controls  and  procedures were effective  to  ensure  that
information  required  to be disclosed in the  reports  it  files  and
submits  under  the  Securities Exchange  Act  of  1934  is  recorded,
processed, summarized and reported as and when required.  It should be
noted  that any system of disclosure controls and procedures,  however
well  designed  and  operated, can provide only  reasonable,  and  not
absolute,  assurance that the objectives of the system  are  met.   In
addition,  the  design  of  any  system  of  disclosure  controls  and
procedures  is based in part upon assumptions about the likelihood  of
future events.  Because of these and other inherent limitations of any
such  system,  there can be no assurance that any design  will  always
succeed  in  achieving  its stated goals under  all  potential  future
conditions, regardless of how remote.

There has been no change in Seaboard's internal control over financial
reporting  that  occurred during the fiscal quarter ended  October  2,
2004  that  has  materially  affected,  or  is  reasonably  likely  to
materially   affect,  Seaboard's  internal  control   over   financial
reporting.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Environmental  Protection Agency (EPA) and State  of  Oklahoma  Claims
Concerning Farms in Major and Kingfisher County, Oklahoma

Seaboard  Farms,  Inc.  (Seaboard Farms), is  subject  to  an  ongoing
Unilateral  Administrative  Order  (the  "RCRA  Order")  pursuant   to
Section  7003  of  the  Resource Conservation  and  Recovery  Act,  as
amended, 42 U.S.C. section 6973 ("RCRA"), filed by the EPA on June 29,
2001 against Seaboard Farms, Shawnee Funding, Limited Partnership  and
PIC International Group, Inc. ("PIC")  (collectively,   "Respondents")
related  to   five swine farms located in Major County and  Kingfisher
County, Oklahoma purchased from PIC.  These same farms are the subject
of  a  Notice of Violation letter received from the State of Oklahoma,
alleging that Seaboard Farms has violated various provisions of  state
law  and the operating permits based on the same conditions which gave
rise to the RCRA Order.

Seaboard  Farms  disputes the RCRA Order and the State  of  Oklahoma's
contentions on legal and factual grounds, and advised the EPA that  it
won't  comply  with  the  RCRA  Order, as  written.   Notwithstanding,
Seaboard  Farms  has undertaken an extensive investigation  under  the
RCRA  Order, and has had significant discussions with the EPA and  the
State  of  Oklahoma, proposing to take a number of corrective  actions
with respect to the farms in order to attempt to settle the RCRA Order
and  the Oklahoma Notice of Violation. As a part of those discussions,
the  EPA  and the State of Oklahoma, advised Seaboard Farms  that  one
additional  farm  in  Kingfisher  County  must  be  included  in   any
settlement,  although neither agency has filed any formal claims  with
respect to that farm.    The EPA recently advised Seaboard Farms  that
any such settlement must include a civil fine of $1,200,000.  Seaboard
Farms  believes that the EPA has no authority to impose a  civil  fine
and  so  advised the EPA as a part of a settlement proposal.  The  EPA
initially  advised  Seaboard Farms that it rejected  its  most  recent
settlement  proposal and settlement discussions terminated.   The  EPA
recently   requested  a  meeting  with  Seaboard  Farms  to  reinstate
settlement discussions.  If the matter is not settled, the  EPA  could
bring  an  action

<PAGE> 16

against   Seaboard    Farms    to    enforce    the     RCRA    Order,
although  Seaboard Farms believes it has meritorious defenses  to  any
such  action,  or  the EPA could determine to take no further  action.
The  State  of  Oklahoma  recently advised  Seaboard  Farms  that  any
settlement  with  it  must  include  a  civil  fine  of  approximately
$500,000.   Settlement discussions are continuing with  the  State  of
Oklahoma,  and  Seaboard Farms intends to proceed  with  its  proposed
corrective actions with respect to the farms.

The  farms  at  issue  were  previously  owned  by  PIC  and  PIC   is
indemnifying Seaboard Farms with respect to the RCRA Order  (reserving
its  right  to  contest  the obligation to  do  so),  pursuant  to  an
indemnification  agreement  which has a  $5  million  limit.   If  the
settlement  being discussed with the State of Oklahoma is  agreed  to,
the  estimated cumulative costs which will be expended pursuant to the
settlement  will total approximately $6.2 million, not  including  the
additional  legal costs required to negotiate the settlement  and  not
including the approximately $500,000 penalty suggested by the State of
Oklahoma.   If the measures taken pursuant to the settlement  are  not
effective or if certain additional issues arise at the farms after the
settlement, other measures with additional costs may be required.  PIC
has advised Seaboard Farms that it is not responsible for the costs in
excess of $5 million.  Seaboard Farms disputes PIC's determination  of
the  costs to be included in the calculation.  Seaboard Farms believes
that  the  costs to be considered are less than $5 million, such  that
PIC  is  responsible  for  all such costs and  penalties,  except  for
approximately $180,000 of estimated costs that would be incurred  over
5 years subsequent to the settlement for certain testing and sampling.
Seaboard  Farms has agreed to conduct such testing and sampling  as  a
part  of  the sampling it conducts in the normal course of  operations
and  believes  that  the incremental costs incurred  to  conduct  such
testing and sampling will be less than $180,000.  Seaboard Farms  also
believes  that  a  more  general  indemnity  agreement  would  require
indemnification  of liability in excess of $5 million  (excluding  the
estimated  $180,000  cost  for  testing and  sampling),  although  PIC
disputes this.

Other

On  January  26,  2004, the U.S. Department of Justice  sent  Seaboard
Marine,  Ltd.  a  letter  stating that it was  investigating  possible
violations  of  49  U.S.C. sections  5104-5124  and 49 C.F.R. sections
171-173  relating  to  the  transportation,  storage  and discharge of
hazardous  materials.  On  September 21, 2004,  Seaboard  Marine  pled
guilty to  the violations.  In  conjunction  with  this  guilty  plea,
Seaboard Marine entered into a Plea Agreement agreeing  to pay a fine,
restitution  and  other  costs  totaling  approximately  $300,000,  to
implement a compliance plan, and to conduct training of employees.  At
the  sentencing, the US attorney will  recommend that the judge impose
the sentence set  forth  in the Plea Agreement, although the judge has
discretion to impose a fine  of up to $500,000.

Item 5. Other Information

(a)  As  discussed  in Note 5 to the Condensed Consolidated  Financial
     Statements,  on November 5, 2004, Seaboard amended its  Executive
     Retirement Plan, which provides a supplemental retirement benefit
     to  officers  and  certain  key employees  of  Seaboard  and  its
     subsidiaries.   In  addition, Seaboard has  established  a  Rabbi
     Trust  in  order to provide a mechanism to provide  discretionary
     funding   for  the  benefit.   The  amendment  to  the  Executive
     Retirement Plan and Rabbi Trust document are included as exhibits
     10.1 and 10.2 of this Form 10-Q.

<PAGE> 17

Item 6.  Exhibits

Exhibits

     10.1 Seaboard   Corporation  Executive  Retirement   Plan   dated
          November  5,  2004,  amending  and  restating  the  Seaboard
          Corporation Executive Retirement Plan dated January 1,  1997
          as amended and restated February 28, 2001.  The addendums to
          the Executive Retirement Plan  have  been  omitted  from the
          filing, but will be provided supplementally upon request  of
          the Commission.

     10.2 Seaboard  Corporation Executive Retirement Plan Trust  dated
          November 5, 2004 between Seaboard Corporation and Robert  L.
          Steer, as trustee.

     31.1 Certification  of  the Chief Executive Officer  Pursuant  to
          Exchange  Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

     31.2 Certification  of  the Chief Financial Officer  Pursuant  to
          Exchange  Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

     32.1 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

     32.2 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

This Form 10-Q contains forward-looking statements with respect to the
financial condition, results of operations, plans, objectives,  future
performance  and business of Seaboard Corporation and its subsidiaries
(Seaboard).   Forward-looking statements generally may  be  identified
as:  statements  that  are not historical in  nature;  and  statements
preceded  by,  followed  by  or  that include  the  words  "believes,"
"expects,"    "may,"   "will,"   "should,"   "could,"   "anticipates,"
"estimates,"  "intends,"  or similar expressions.   In  more  specific
terms,   forward-looking  statements,  include,  without   limitation:
statements concerning projection of revenues, income or loss,  capital
expenditures,  capital structure or other financial  items,  including
the   impact   of  mark-to-market  accounting  on  operating   income;
statements regarding the plans and objectives of management for future
operations;  statements  of  future economic  performance;  statements
regarding  the intent, belief or current expectations of Seaboard  and
its  management  with  respect to: (i) the  cost  and  timing  of  the
completion  of new or expanded facilities, (ii) Seaboard's ability  to
obtain  adequate  financing and liquidity, (iii)  the  price  of  feed
stocks  and other materials used by Seaboard, (iv) the sale price  for
pork  products from such operations, (v) the price for other  products
and  services,  (vi)   the  charter hire rates  and  fuel  prices  for
vessels,  (vii) the demand for power, related spot market  prices  and
collectibility  of receivables in the Dominican Republic,  (viii)  the
effect  of  the  devaluation of the Argentine and  Dominican  Republic
pesos,  (ix)  the  potential effect of the proposed  meat  packer  ban
legislation  on  the Pork Division, (x) the effect of  the  Venezuelan
economy  on  the  Marine  Division,  (xi)  the  potential  effect   of
Seaboard's investment in a wine business on the consolidated financial
statements,  (xii)  the  potential  impact  of  various  environmental
actions  pending or threatened against Seaboard, (xiii) the  potential
impact  of  the  American Jobs Creation Act,  or  (xiv)  other  trends
affecting Seaboard's financial condition or results of operations, and
statements  of the assumptions underlying or relating to  any  of  the
foregoing statements.

Forward-looking statements are not guarantees of future performance or
results.   They involve risks, uncertainties and assumptions.   Actual
results  may differ materially from those contemplated by the forward-
looking  statements  due  to a variety of  factors.   The  information
contained in this report, 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.

<PAGE> 18



                              SIGNATURES


Pursuant  to the requirements of the Securities Exchange Act of  1934,
the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                           DATE:  November 5, 2004

                           Seaboard Corporation


                           by: /s/ Robert L. Steer
                               Robert L. Steer, Senior Vice President,
                               Treasurer and Chief Financial Officer
                               (principal financial officer)



                           by: /s/ John A. Virgo
                               John A. Virgo, Vice President,
                               Corporate Controller and Chief
                               Accounting Officer
                               (principal accounting officer)

<PAGE> 19





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN, AMENDED AND RESTATED
<TEXT>

                                                   Exhibit 10.1




                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2004 AMENDMENT AND RESTATEMENT


<PAGE>





                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN

                        TABLE OF CONTENTS





ARTICLE I. PURPOSE AND BACKGROUND                             1

ARTICLE II. DEFINITIONS                                       1
 2.1.Accrued Benefit                                          1
 2.2.Actuarial Equivalent                                     1
 2.3.Actuarial Value                                          1
 2.4.Board                                                    2
 2.5.Change of Control                                        2
 2.6.Committee                                                2
 2.7.Company                                                  2
 2.8.Covered Compensation                                     2
 2.9.Disability Retirement Date                               2
 2.10. Early Retirement Date                                  2
 2.11. Earnings                                               2
 2.12. Eligible Spouse                                        3
 2.13. Final Average Earnings                                 3
 2.14. Inactive Participant                                   3
 2.15. Internal Revenue Code or Code                          3
 2.16. Normal Retirement Date                                 3
 2.17. Participant                                            3
 2.18. Participation Date                                     3
 2.19. Pension Plan                                           3
 2.20. Plan                                                   4
 2.21. Plan Administrator                                     4
 2.22. Plan Year                                              4
 2.23. Related Company                                        4
 2.24. Separation Date                                        4
 2.25. Year of Service                                        4
 2.26. Years of Accrual Service                               4

ARTICLE III. PARTICIPATION                                    4
 3.1.Eligibility for Participation                            4
 3.2.Cessation of Participation.                              4
 3.3.Inactive Participants.                                   5
 3.4.Participation not Contract of Employment                 5

ARTICLE IV. RETIREMENT BENEFITS                               5
 4.1.Determination of Accrued Benefit                         5
 4.2.Early Retirement Benefit                                 6

<PAGE>

ARTICLE V. PAYMENT OF BENEFITS                                7
 5.1.Fully Vested Benefits                                    7
 5.2.Forfeitures                                              7
 5.3.Commencement of Payment                                  7
 5.4.Method of Payment                                        7
 5.5.Participant Elections of Method of Payment.             10
 5.6.Death Benefit.                                          10
 5.7.Determination of Beneficiary.                           10

ARTICLE VI. FUNDING                                          11
 6.1.Unfunded Plan.                                          11

ARTICLE VII. WITHHOLDING OF TAXES                            11
 7.1.Tax Withholding                                         11

ARTICLE VIII. PLAN ADMINISTRATOR                             11
 8.1.Membership and Authority                                11
 8.2.Delegation                                              12
 8.3.Information to be Furnished                             12
 8.4.Plan Administrator's Decision Final                     12
 8.5.Remuneration and Expenses                               12
 8.6.Indemnification of Committee Member                     12
 8.7.Resignation or Removal of Committee Member              13
 8.8.Interested Committee Member                             13

ARTICLE IX. CLAIMS PROCEDURE                                 13
 9.1.Claim                                                   13
 9.2.Denial of Claim                                         13
 9.3.Review of Claim                                         13
 9.4.Final Decision                                          13

ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN             13
 10.1. Board                                                 13

ARTICLE XI. MISCELLANEOUS                                    14
 11.1. Captions                                              14
 11.2. Company Action                                        14
 11.3. Company Records                                       14
 11.4. Evidence                                              14
 11.5. Gender and Number                                     14
 11.6. Governing Law                                         15
 11.7. Nonassignability                                      15
 11.8. Participant Cooperation                               15
 11.9. Successors                                            15
 11.10.Unsecured General Creditor                            15

<PAGE> ii

 11.11.Validity                                              15
 11.12.Waiver of Notice                                      15

ADDENDUM A - PARTICIPANTS                                    17
ADDENDUM B - PRIOR CASH PAYMENTS                             18
ADDENDUM C - PRE-1997 FROZEN BENEFITS                        19
ADDENDUM D - PARTICIPANTS WITH INDIVIDUAL SERP AGREEMENTS    20

<PAGE> iii


                      SEABOARD CORPORATION

                    EXECUTIVE RETIREMENT PLAN





                           ARTICLE I.
                     PURPOSE AND BACKGROUND

     Seaboard   Corporation  adopted  the  Seaboard   Corporation
Executive Retirement Plan (the "Plan") effective January 1, 1994.
Effective  January 1, 1997, the Plan was restated and amended  in
its entirety.

     The  purpose  of  the  Plan  is  to  aid  in  retaining  and
attracting  certain  key  employees of Seaboard  Corporation  and
participating   affiliated  companies  by   providing   to   them
supplemental retirement income.  The Plan is intended  to  be  an
arrangement  that  is unfunded and maintained primarily  for  the
purpose of providing supplemental retirement benefits to a select
group  of  management or highly compensated employees within  the
meaning  of  Sections  201(2), 301(a)(3)  and  401(a)(1)  of  the
Employee Retirement Income Security Act of 1974 as from  time  to
time  amended  ("ERISA"), and the Plan shall be  interpreted  and
administered in a manner consistent with this intent.

     In  furtherance  of  the purpose of the Plan,  the  Plan  is
hereby again restated and amended in its entirety effective  upon
the  date  of  execution  hereof  (the  "Effective  Date").   The
provisions of this amended and restated Plan shall apply  to  all
Participants  in  the  Plan who separate from  service  with  the
Company  on  or  after  the Effective Date (except  as  otherwise
provided on Addendum A attached hereto).  The benefits under  the
Plan  of  all  Participants who separate from  service  with  the
Company prior to the Effective Date will be determined based upon
the  provisions  of  the  Plan in effect  at  the  time  of  such
Separation from Service (except as otherwise provided on Addendum
A attached hereto).

                           ARTICLE II.
                           DEFINITIONS

     For  the  purpose  of  this Plan, the  following  words  and
phrases  shall  have  the meaning indicated, unless  the  context
clearly indicates otherwise:

     2.1.  Accrued Benefit means a Participant's benefit determined as
of a particular time under the provisions of this Plan.

     2.2.  Actuarial Equivalent has the same meaning as such term has
in the Pension Plan.

     2.3.  Actuarial Value means the lump sum equivalent value of a
Participant's  Accrued Benefit payable at his  Normal  Retirement
Date  and  determined by using the interest and mortality  tables
then applicable for purposes of determining Actuarial Value under
the Pension Plan.

<PAGE>

     2.4.  Board means the Board of Directors of Seaboard Corporation.

     2.5.  Change of Control means an event or transaction which
results in one or more of the following:

     (a)   The acquisition by any person or entity (other than by the
           Company or one of its subsidiaries) of more than fifty percent
           (50%) of either the outstanding shares of common stock or the
           combined voting power of the Company's then outstanding voting
           securities entitled to vote generally in the election of
           directors;

     (b)   The liquidation of the Company or the sale of more than
           eighty-five percent (85%) of the assets of the Company to an
           unrelated person or entity;

     (c)   The approval by the shareholders of the Company of a
           reorganization, merger or consolidation with respect to which
           persons who were the stockholders of the Company immediately
           prior to such reorganization, merger or consolidation do not,
           immediately thereafter, own more than fifty percent (50%) of the
           combined voting power entitled to vote generally in the election
           of the directors of the reorganized, merged or consolidated
           entity's then outstanding voting securities; or

     (d)   The acquisition by any person or entity (other than by any
           descendant of Otto Bresky, Senior or any trust established
           primarily for the benefit of any descendant of Otto Bresky,
           Senior) of more than 50% of either the membership interests or
           the combined voting power of Seaboard Flour, LLC.
     2.6.  Committee  means the committee, if any,  appointed  to
administer this Plan pursuant to Article VIII.

     2.7.  Company means Seaboard Corporation, a Delaware corporation,
and any of its subsidiaries or affiliates that are participating
in this Plan, and any successors to the business of Seaboard
Corporation and such participating subsidiaries or affiliates.

     2.8.  Covered Compensation has the same meaning as such term has
in the Pension Plan.

     2.9.  Disability Retirement Date means the date the Participant
has a Separation from Service because of disability, irrespective
of the Participant's age.  A Participant will be considered
disabled if the Participant is disabled for purposes of the
Pension Plan.

     2.10. Early Retirement Date means the date as of which a
Participant has both (a) completed ten (10) Years of Service and
(b) been a Participant for five (5) Years.

     2.11. Earnings means the total salary and bonus received by
the Participant from the Company for the Participant's services
during a calendar year subject to the following sentences of this
Section 2.11. Earnings shall not include reimbursements or other
expense allowances, fringe benefits (cash and non-cash), moving
expenses, and welfare benefits.  Earnings also shall not include
any benefits accrued under this Plan.  Earnings shall include the
amount of any elective contributions made by the Participant in
such year pursuant to a plan maintained by the

<PAGE> 2

Company where such amount is not includable in gross income due
to the provisions of Code Sections 125, 401(k) or 132(f).
Earnings shall also include an amount equal to the amount of the
reduction in the Participant's salary and bonus for the Plan Year
made pursuant to the election of the Participant under the Seaboard
Corporation Investment Option Plan established by Seaboard Corporation
and as from time to time amended (the "Option Plan"); however, Earnings
shall not include any amount of taxable income recognized by the
Participant as a result of the exercise of an option granted
under the Option Plan.

     2.12. Eligible Spouse means the spouse of a Participant to
whom the Participant was married on the date payment of the
Participant's vested Accrued Benefit commences, or, if earlier,
on the date of the Participant's death. The length of the
marriage prior to either of such dates shall not be taken into
consideration.

     2.13. Final Average Earnings has the same meaning as such
term has in the Pension Plan except that Final Average Earnings
will be determined by using the definition of Earnings set forth
herein.

     2.14. Inactive Participant means a Participant who is no
longer accruing a benefit under the Plan because either (a) the
President or a Senior Vice President of the Company has
determined in his sole discretion that the Participant shall no
longer accrue a benefit under the Plan because the Participant no
longer satisfies criteria for participation as determined by the
President or a Senior Vice President in his sole discretion, or
(b) the Participant has had a Separation from Service.

     2.15. Interest Rate means the Moody's Aaa Seasoned Bond Index
average  rate  as  of the first business day  of  the  Plan  Year
containing  the  period  for which the  interest  amount  payable
hereunder is to be determined.

     2.16. Internal Revenue Code or Code means the  Internal
Revenue Code of 1986, as amended from time to time. References to
any  Section  of  the  Internal Revenue Code  shall  include  any
successor provision thereto.

     2.17. Key Participant means a Participant who is a  key
employee of the Company within the meaning of Code Section 416(i)
(but without regard to Code Section 416(i)(5)).

     2.18. Normal Retirement Date means the first day of  the
calendar  month coinciding with or next following  the  date  the
Participant attains age sixty-two (62).

     2.19. Participant means any individual who is designated as a
Participant in the Plan as provided in Section 3.1 and who has
not ceased to be a Participant under Section 3.2.

     2.20. Participation Date means the date an employee becomes a
Participant as provided in Section 3.1.

     2.21. Pension Plan means the Seaboard Corporation Pension
Plan as in effect on the Effective Date and as thereafter amended
from time to time.

<PAGE> 3

     2.22. Plan means the Seaboard Corporation Executive
Retirement Plan as set forth herein and as amended from time to
time.

     2.23. Plan Administrator means the Committee, if any, but if
at any time there is no Committee acting hereunder then the Plan
Administrator will be Seaboard Corporation.

     2.24. Plan Year means the 12-month period beginning January 1
and ending December 31.

     2.25. Related Company means any corporation which is a member
of a controlled group of corporations (as defined in Code Section
414(b)) that includes the Company.

     2.26. Separation Date means the date the Participant has a
Separation from Service.

     2.27. Separation from Service means ceasing to be employed by
the Company or any Related Company for any reason.

     2.28. Years of Service at any particular time means the years
of service the Participant has at that time as determined under
the Pension Plan for vesting purposes.

     2.29. Years of Accrual Service means Years of Accrual Service
as determined for purposes of the Pension Plan, except that Years
of  Accrual Service shall be determined (a) based upon all  hours
of  service with either the Company or a Related Company  whether
or  not the Participant was a Participant in the Plan at the time
of  such  service, (b) without applying the maximum limit  of  35
Years  of Accrual Service under the Pension Plan, and (c) without
applying  the  Pension  Plan's exclusion of  service  during  any
period  from  January 1, 1994 through January 1,  1997  that  the
Participant was accruing benefits under either this Plan  or  any
predecessor plan that merged into this Plan.  Notwithstanding the
preceding sentence, Years of Accrual Service will not include any
service  for  an  entity occurring prior to the time  the  entity
became a Related Company.

                          ARTICLE III.
                          PARTICIPATION

     3.1.  Participation Date.  All persons who are  Participants
immediately  prior to the Effective Date will remain Participants
as  of the Effective Date, and the Participation Date of any such
Participant  is  that date prior to the Effective  Date  that  he
became  a Participant.  An employee of the Company who is  not  a
Participant on the Effective Date, and who is determined  by  the
President  or  a  Senior Vice President of the Company  to  be  a
member  of  a  select  group of management or highly  compensated
employees,  will  become a Participant if he is designated  as  a
Participant  by the President or a Senior Vice President  of  the
Company.   Such employee's Participation Date will  be  the  date
specified  by  the  President or a Senior Vice President  of  the
Company.   Commencement of participation does not  guarantee  any
Participant  continued  active  participation  hereunder.   Those
employees who are Participants in the Plan on the Effective  Date
are listed on Addendum A attached hereto.

     3.2.  Cessation of Participation.  A Participant will cease to be
a Participant when he no longer has an Accrued Benefit.

<PAGE> 4

     3.3.  Inactive Participants.  An Inactive Participant will have a
frozen Accrued Benefit hereunder.  If at any time the frozen
Accrued Benefit of an Inactive Participant is zero, then the
Inactive Participant will no longer have an Accrued Benefit and
will cease to be a Participant.

     3.4.  Participation not Contract of Employment. The Plan does not
constitute a contract of employment, and participation in the
Plan will not give any Participant the right to continue in the
employ of or provide services to the Company, or interfere in any
way with the right of the Company to terminate the employment of
the Participant or give any right or claim to any benefit under
the terms of the Plan unless such right or claim is specifically
vested under the terms of the Plan.

                           ARTICLE IV.
                       RETIREMENT BENEFITS

     4.1.  Determination of Accrued Benefit.  A Participant's Accrued
Benefit is a benefit payable in the form of a single life annuity
commencing  on the Participant's Normal Retirement Date  (or  the
Participant's Separation Date if later than his Normal Retirement
Date)  in an annual amount equal to the excess of (1) the sum  of
(a) (the "Pre-Participation Service Benefit") and (b) (the "Post-
Participation Service Benefit") below, over (2) the  sum  of  (c)
(the  "Pension  Plan  Offset"),  (d)  (the  "Prior  Cash  Payment
Offset"), (e) (the "Prior SERP Frozen Benefit Offset"),  and  (f)
(the   "Individual  SERP  Agreement  Offset")  below;   provided,
however,  in no event shall the Participant's Accrued Benefit  be
less  than  the  amount  of  the  Participant's  Accrued  Benefit
immediately prior to the Effective Date.

     (a)   Pre-Participation Service Benefit.  A Participant's Pre-
           Participation Service Benefit will be determined taking into
           account only the Participant's Years of Accrual Service as of his
           Participation Date ("Pre-Participation Years of Accrual Service")
           and will be an amount equal to the sum of:

           (i)  .65% of his Final Average Earnings multiplied by his Pre-
                Participation Years of Accrual Service; and

           (ii) .50% of his Final Average Earnings in excess of Covered
                Compensation multiplied by his Pre-Participation Years of
                Accrual Service.

     (b)   Post-Participation Service Benefit.   A Participant's Post-
           Participation Service Benefit will be determined taking into
           account the Participant's Years of Accrual Service after the
           Participant's Participation Date ("Post-Participation Years of
           Accrual Service") and will be an amount equal to 2.5% of his
           Final Average Earnings multiplied by his Post-Participation Years
           of Accrual Service.

     (c)   Pension Plan Offset.  The amount of a Participant's Pension
           Plan Offset is the Actuarial Equivalent of the Participant's
           accrued benefit as defined in the Pension Plan, determined as if
           such benefit were payable in the form of a single life annuity
           that commences on the Participant's Normal Retirement Date or, if
           later, the Participant's Separation Date.

<PAGE> 5

     (d)   Prior Cash Payment Offset.  This offset applies only to
           those Participants who received one or more cash payments under
           the provisions of the Plan in effect from January 1, 1994 through
           January 1, 1997.  The amount of the Prior Cash Payment Offset is
           the Actuarial Equivalent of the benefit satisfied with such cash
           payments, determined as if such benefit were payable in the form
           of a single life annuity that commences on the Participant's
           Normal Retirement Date or, if later, the Participant's Separation
           Date.  The name of each Participant who received one or more such
           cash payments and the benefit satisfied with such cash payment or
           payments are listed on Addendum B attached hereto.

     (e)   Prior SERP Frozen Benefit Offset.  This offset applies only
           to those Participants who were participants under the Plan as in
           effect prior to 1997 and have a frozen accrued benefit under the
           Plan at that time payable as a 10 year certain and continuous
           annuity.  The amount of the Prior SERP Frozen Benefit Offset is
           the Actuarial Equivalent of such frozen accrued benefit,
           determined as if such benefit were payable in the form of a
           single life annuity that commences on the Participant's Normal
           Retirement Date or, if later, the Participant's Separation Date.
           The name of each Participant who has such a frozen accrued
           benefit and the amount of such frozen accrued benefit are listed
           on Addendum C attached hereto.

     (f)   Individual SERP Agreement Offset.  This offset applies only
           to those Participants who have an individual supplemental
           retirement arrangement with the Company.  The amount of the
           Individual SERP Agreement Offset is the Actuarial Equivalent of
           the benefit under the individual supplemental retirement
           arrangement, determined as if such benefit were payable in the
           form of a single life annuity that commences on the Participant's
           Normal Retirement Date or, if later, the Participant's Separation
           Date.  The name of each Participant who has such an individual
           retirement arrangement with the Company is listed on Addendum D
           attached hereto.

     4.2.  Early Retirement Accrued Benefit. A Participant's Accrued
Benefit  on  or  after  the Participant's Early  Retirement  Date
(regardless of whether the Participant's Separation from  Service
occurs  before or after the Participant's Early Retirement  Date)
and prior to the Participant's Normal Retirement Date will be  an
early   retirement  Accrued  Benefit.   The  Participant's  early
retirement Accrued Benefit determined as of a date that is on  or
after  the  date  the Participant attains age 55 will  equal  the
Participant's  Accrued Benefit as determined under  Section  4.1,
reduced  by  4%  for  each  year  by  which  the  date   of   the
determination  of  such  Participant's early  retirement  Accrued
Benefit  precedes the Participant's Normal Retirement Date.   The
Participant's early retirement Accrued Benefit determined as of a
date  that  is prior to the date the Participant attains  age  55
will  equal  the  actuarial equivalent, as of such  determination
date,  based on the interest and mortality tables then applicable
under  Section 2.3, of the Participant's early retirement Accrued
Benefit  at age 55 as determined in accordance with the preceding
sentence.

<PAGE> 6

                           ARTICLE V.
                       PAYMENT OF BENEFITS

     5.1.  Fully Vested Benefits. A Participant will be fully vested in
the Participant's Accrued Benefit upon the first to occur of:

     (a)   The Participant's Normal Retirement Date if the Participant
           is an employee of the Company or a Related Company on the
           Participant's Normal Retirement Date; or

     (b)   The Participant's disability if such disability occurs while
           the Participant is an employee of the Company or a Related
           Company; or

     (c)   The Participant's death while the Participant is an employee
           of the Company or a Related Company; or

     (d)   The Participant's completion of five Years of Service; or

     (e)   A Change of Control.

     5.2.  Forfeitures.  If the Participant does not have a vested
Accrued  Benefit  under the provisions of Section  5.1  upon  the
Participant's  Separation  Date, then the  Participant's  Accrued
Benefit will be forfeited.

     5.3.  Commencement of Payment.  If the Participant's vested
Accrued Benefit is paid in the form of an annuity as hereinafter
provided, then payment will commence as soon as practical after
the later of the Participant's Separation Date or the date the
Participant attains age sixty-two (62); provided, however, if the
Participant is eligible for an early retirement benefit as
provided in Section 4.2, then payment will commence as soon as
practical following the later of the Participant's Separation
Date or the date the Participant attains age 55, or at such later
date as applicable under Section 5.6.  If the Participant's
vested Accrued Benefit is paid in the form of a lump sum as
hereinafter provided, then payment will be made as soon as
practical following the Participant's Separation from Service,
or, if applicable, as soon as practical after a Change of
Control, or at such later date as applicable under Section 5.6.
If the Participant's vested Accrued Benefit is paid in the form
of installments as hereinafter provided, then payment will
commence as soon as practical following the Participant's
Separation from Service, or at such later date as applicable
under Section 5.6.  Notwithstanding the preceding provisions of
this Section 5.3 or any other provisions of the Plan to the
contrary, payment of benefits to a Key Participant will not
commence prior to the earlier of (a) the date which is six (6)
months after the date of  the Key Participant's Separation from
Service, or (b) the death of the Key Participant.

     5.4.  Method of Payment.  The Participant's vested Accrued Benefit
will be paid in one of the following methods:

     (a)   Lump  Sum Payment: A lump sum payment is a single  cash
           payment in an amount equal to the Actuarial Value of the
           Participant's vested Accrued Benefit determined as of the payment
           date; provided, however, if the Participant is eligible to
           receive an early retirement benefit under Section 4.2, then the
           amount of a single lump sum payment to the Participant will equal
           the present value

<PAGE> 7

           determined as of the payment date of the
           Participant's early retirement benefit under Section 4.2 payable
           in the form of a single life annuity commencing on the payment
           date and determined by using the interest and mortality tables
           then applicable for purposes of determining Actuarial Value.  The
           Participant's vested Accrued Benefit will always be paid in a
           lump sum payment if the dollar amount of the lump sum payment is
           less than or equal to the mandatory lump sum payment dollar
           amount under the Pension Plan at the time of payment.  Subject to
           the Participant's right to elect another method of payment under
           Section 5.5, the Participant's vested Accrued Benefit also will
           be paid in the form of a lump sum payment if the date of the
           Participant's Separation from Service is on or after the later of
           (i) five (5) years after the Effective Date, or (ii) five (5)
           years after the Participant's Participation Date.  Also, if not
           otherwise paid in a lump sum payment under the provisions of the
           preceding sentence, and subject to the Participant's right to
           elect another method of payment under Section 5.5,  the
           Participant's vested Accrued Benefit will be paid in a lump sum
           payment if the Participant is involuntarily terminated, or if the
           Participant's Separation Date is on or after his Normal
           Retirement Date, or if there is a Change of Control whether or
           not the Participant then has a Separation from Service.

     (b)   Installment Payments:  Installment payments are five annual
           payments in a five-consecutive-year period.  The principal amount
           of each payment is equal to one fifth of the amount that would be
           paid to the Participant on the date the installment payments
           commence if instead the payment on that date were a lump sum
           payment as determined under Section 5.4(a).  Each installment
           payment will also include interest on the aggregate amount of the
           unpaid installments determined by applying the Interest Rate.  If
           the Participant is eligible to receive his vested Accrued Benefit
           in the form of a lump sum, and if the dollar amount of the lump
           sum payment determined under Section 5.4(a) is greater than the
           mandatory lump sum payment amount under the Pension Plan at the
           time of payment, then the Participant's benefit payment will be
           made in the form of installment payments if elected by the
           Participant in accordance with the provisions of Section 5.5.

     (c)   Annuity Payment:  An annuity is payment in one of the forms
           described in the subparagraphs under this paragraph (b) that is
           the Actuarial Equivalent of the Participant's vested Accrued
           Benefit.  If the Participant is not eligible to receive his
           vested Accrued Benefit in the form of a lump sum payment under
           the provisions of the preceding paragraph (a), then the
           Participant's vested Accrued Benefit will be paid in the form of
           either the annuity described in subparagraph (i) below, or the
           annuity described in subparagraph (ii) below, whichever
           applicable.  If the Participant is eligible to receive his vested
           Accrued Benefit in the form of a lump sum, and if the dollar
           amount of the lump sum payment determined under Section 5.4(a) is
           greater than the mandatory lump sum payment amount under the
           Pension Plan at the time of payment, then the Participant's
           benefit payment will be made in one of the annuity forms
           described in the following subparagraphs if elected by the
           Participant in accordance with the provisions of Section 5.5;
           provided, however, if the Participant has an Eligible Spouse at
           the time the

<PAGE> 8

           election is made and elects a joint and survivor
           annuity payment, but does not have an Eligible Spouse at the time
           benefit payments commence, then benefit payments will be made in
           the form of a single life annuity.

           (i)   Single Life Annuity.  A single life annuity is the Actuarial
                 Equivalent of the Participant's vested Accrued Benefit payable
                 in annual payments to the Participant for the lifetime of the
                 Participant. If the Participant is not eligible to receive his
                 vested Accrued Benefit in the form of a lump sum payment under
                 the provisions of the preceding subparagraph (a), and if the
                 Participant has no Eligible Spouse on the date payment of the
                 Participant's benefit commences, then payment of the
                 Participant's vested Accrued Benefit will be in the form of a
                 single life annuity.

           (ii)  50% Joint and Survivor Annuity.  A 50% joint and survivor
                 annuity is the Actuarial Equivalent of the Participant's
                 vested Accrued Benefit payable in annual payments to the
                 Participant for the lifetime of the Participant and to the
                 Participant's Eligible Spouse upon the Participant's death
                 for the lifetime of the Participant's Eligible Spouse, with
                 each payment to the Participant's Eligible Spouse being 50%
                 of the amount of each payment to the Participant. If the
                 Participant is not eligible to receive his vested Accrued
                 Benefit in the form of a lump sum payment under the provisions
                 of the preceding subparagraph (a), and if the Participant has
                 an Eligible Spouse on the date payment of the Participant's
                 benefit commences, then payment of the Participant's vested
                 Accrued Benefit will be in the form of a 50% joint and
                 survivor annuity.

           (iii) Single Life Annuity with 10 Year Term Certain.  A
                 single life annuity with a ten (10) year term certain  is a
                 single life annuity described in subparagraph (i) above with a
                 guaranteed payment term of  ten (10) years.

           (iv)  75% Joint and Survivor Annuity.  A 75% joint and survivor
                 annuity is the Actuarial Equivalent of the Participant's vested
                 Accrued Benefit payable in annual payments to the Participant
                 for the lifetime of the Participant and to the Participant's
                 Eligible Spouse upon the Participant's death for the lifetime
                 of the Participant's Eligible Spouse, with each payment to the
                 Participant's Eligible Spouse being 75% of the amount of each
                 payment to the Participant.

           (v)   100% Joint and Survivor Annuity.  A 100% joint and survivor
                 annuity is the Actuarial Equivalent of the Participant's
                 vested Accrued Benefit payable in annual payments to the
                 Participant for the lifetime of the Participant and to the
                 Participant's Eligible Spouse upon the Participant's death for
                 the lifetime of the Participant's Eligible Spouse, with each
                 payment to the Participant's Eligible Spouse being 100% of the
                 amount of each payment to the Participant.

<PAGE> 9

     5.5.  Participant Elections of Method of Payment.  A Participant
may  elect  that, if payment of the Participant's vested  Accrued
Benefit is otherwise to be made in the form of a lump sum payment
hereunder,  and if the dollar amount of the lump sum  payment  is
greater  than  the  mandatory lump sum payment amount  under  the
Pension Plan at the time of payment, payment will instead be made
in  the  form  of  a an annuity under Section  5.4(b).   No  such
election  will be valid unless made at least twelve  (12)  months
prior to the date payment would otherwise be made in the form  of
a  lump sum payment.  If a Participant has made an election under
the   preceding  provisions  of  this  Section   5.5   that   the
Participant's vested Accrued Benefit shall be paid in the form of
an  annuity, then the Participant may elect at any time no  later
than  twelve (12) months prior to the date payment of the annuity
is  to commence, that payment will instead be made in the form of
a lump sum payment.

     5.6.  Participant Elections of Commencement of Payment.  If the
Participant's vested Accrued Benefit is to be paid in the form of
an  annuity,  then subject to the last sentence of  this  Section
5.6.  the  Participant may elect the date such  annuity  payments
commence;  provided, however, regardless of any election  by  the
Participant,  annuity payments will commence at  age  62  if  the
Participant is not eligible for an early retirement benefit under
Section 4.2; and provided, further, that in no event will annuity
payments commence later than age 62.  If payment is to be made in
a  lump  sum,  then subject to the last sentence of this  Section
5.6,  the Participant may elect the date payment of the lump  sum
is made.  In no event will any benefit payment be made prior to a
Participant's Separation Date except upon a Change of Control  in
the  case of a Participant who is not a Key Participant, and  any
election  regarding the time of the benefit payment will  not  be
valid  unless  the election is made at least twelve  (12)  months
prior to the date the benefit payment would otherwise be made  or
benefit payments would otherwise commence; provided, however,  if
a  lump sum payment is to be made hereunder to a Participant  who
is  not a Key Participant on account of a Change of Control,  the
Participant  may elect that the provisions hereunder for  payment
of  benefits  upon a Change of Control prior to  a  Participant's
Separation from Service will not apply to the Participant.

     5.7.  Death Benefit.  If the Participant dies prior  to  the
commencement  of payment of Participant's Accrued  Benefit,  then
the  Participant's vested Accrued Benefit will  be  paid  to  the
Participant's beneficiary as determined under Section 5.8 as soon
as  practical after the Participant's death in the form of a lump
sum  payment.   If  the  Participant dies after  the  payment  or
commencement of payment of the Participant's Accrued Benefit,  no
further  payments  will be made hereunder  with  respect  to  the
Participant  and  the Participant's benefits hereunder  shall  be
deemed  to be fully paid; provided, however, that if at the  time
of the Participant's death, the Participant's Accrued Benefit was
being  paid in the form of a single life annuity with a ten  (10)
year term certain and all of the guaranteed payments had not been
made,  or  in  the form of installment payments and  all  of  the
installment  payments  had  not been  made,  then  the  remaining
guaranteed payments or installment payments will be paid  to  the
Participant's  beneficiary as determined under Section  5.8;  and
provided,  further,  that  if at the time  of  the  Participant's
death,  the Participant's Accrued Benefit was being paid  in  the
form  of  a joint and survivor annuity, then if the Participant's
Eligible  Spouse  survives the Participant, the survivor  annuity
benefit  will be paid to the Participant's Eligible Spouse  until
the death of the Participant's Eligible Spouse.

     5.8.  Determination of Beneficiary.  Each Participant from time to
time may designate any person or persons, trust, estate or
charitable institution (who may be designated

<PAGE> 10

concurrently or contingently) to whom the Participant's vested
Accrued Benefit under the Plan will be paid if the Participant dies
prior to the payment or commencement of payment of the Participant's
Accrued Benefit or if the Participant dies after the commencement of
payment in the form of a single life annuity with a ten (10) year
term certain or in the form of installments and prior to the
completion of such guaranteed payments or installments.  A
beneficiary designation will be effective only if filed in
writing with the Plan Administrator while the Participant is
alive.  The Participant's beneficiary will be the beneficiary
designated on the last such written designation filed by the
Participant prior to the Participant's death.

     If  a  Participant fails to validly designate a beneficiary,
then  the  Participant's beneficiary will  be  the  Participant's
Eligible  Spouse, but if the Participant is not  survived  by  an
Eligible  Spouse then the Participant's beneficiary will  be  the
personal  representative of the Participant's  estate;  provided,
however,  if  the Participant does not otherwise have  a  probate
estate,  the Plan Administrator may pay the Participant's  vested
Accrued  Benefit  to  such  person  or  persons  whom  the   Plan
Administrator  determines, in the Plan Administrator's  sole  and
absolute  discretion,  would be the beneficiaries  in  a  probate
proceeding, and the Plan Administrator shall have no liability to
any person for any such determination.

                           ARTICLE VI.
                             FUNDING

     6.1.  Unfunded Plan.  This Plan is an unfunded plan for income tax
purposes  and for purposes of Title I of ERISA.  The Company  may
from  time to time deposit assets in a trust established  by  the
Company that is subject to the creditors of the Company but which
assets  must otherwise be used for the purpose of paying  Accrued
Benefits  hereunder.  In the event of a Change  of  Control,  the
Company  will,  as  soon as practical following  such  Change  of
Control, deposit in such trust assets of an amount sufficient (as
determined by the actuary of the Pension Plan) to pay all  vested
Accrued  Benefits  of the Participants as determined  as  of  the
first day following such Change of Control.

                          ARTICLE VII.
                      WITHHOLDING OF TAXES

     7.1.  Tax Withholding.  The Company has the right to retain and
withhold  from  any payment of benefits hereunder the  amount  of
taxes  required by any government to be withheld or otherwise  be
deducted and paid with respect to such payment.

                          ARTICLE VIII.
                       PLAN ADMINISTRATOR

     8.1.  Membership and Authority. The Board may appoint, or delegate
the appointment of, a Committee to act as Plan Administrator.  In
the  event  a  Committee  is acting as  Plan  Administrator,  the
Committee  shall act by a majority of its members except  to  the
extent  it  has delegated responsibilities hereunder.   The  Plan
Administrator shall have the following powers, rights and  duties
in addition to those vested in it elsewhere in the Plan:

<PAGE> 11

     (a)   To adopt such rules of procedure and regulations as, in its
           opinion,  may be necessary for the proper and efficient
           administration of the Plan and as are consistent with the
           provisions of the Plan.

     (b)   To enforce the Plan in accordance with its terms and with
           such applicable rules and regulations as may be adopted.

     (c)   To construe and interpret the Plan in the Plan
           Administrator's sole discretion, and to determine all questions
           arising under the Plan, including the power to determine the
           rights of Participants and their beneficiaries and the amount of
           their respective benefits.

     (d)   To maintain and keep adequate records concerning the Plan
           and concerning its proceedings and acts in such form and detail
           as the Plan Administrator may decide.

     (e)   To direct all payments of benefits under the Plan.

     8.2.  Delegation.  In exercising its authority to control and
manage  the  operation and administration of the Plan,  the  Plan
Administrator  may employ agents and counsel  (who  may  also  be
employed by the Company) and delegate to them such powers as  the
Plan Administrator deems desirable.

     8.3.  Information to be Furnished.  The Company shall furnish the
Plan Administrator or its delegees such data and information as
may be required. The records of the Company as to an employee's
or Participant's period of employment, Separation from Service
and the reason therefore, leave of absence and compensation will
be conclusive on all persons unless determined to be incorrect.

     8.4.  Plan Administrator's Decision Final.  Any interpretation of
the Plan and any decision on any matter within the discretion of
the Plan Administrator made in good faith is binding on all
persons. A misstatement or other mistake of fact shall be
corrected when it becomes known, and the Plan Administrator shall
make such adjustment on account thereof as it considers equitable
and practicable.

     8.5.  Remuneration and Expenses.  No remuneration shall be paid to
the Plan Administrator (or any Committee member) for services
hereunder.  All expenses of the Plan Administrator (or a
Committee member) incurred in the performance of the
administration of the Plan shall be reimbursed by the Company.

     8.6.  Indemnification of Committee Member.  The Committee and the
individual members thereof shall be indemnified by the Company
against any and all liabilities, losses, costs, and expenses
(including fees and expenses) of whatsoever kind and nature which
may be imposed on, incurred by or asserted against the Committee
or the members by reason of the performance of a Committee
function if the Committee or such members did not act dishonestly
or in willful or negligent violation of the law or regulations
under which such liability, loss, cost or expense arises.

<PAGE> 12

     8.7.  Resignation or Removal of Committee Member.  A Committee
member may resign at any time by giving ten (10) days advance
written notice to the Company and the other Committee members.
The Company may remove a Committee member by giving advance
written notice to him or her, and the other Committee members.

     8.8.  Interested Committee Member.  A member of the Committee may
not decide or determine any matter or question concerning his or
her own benefits under the Plan.

                           ARTICLE IX.
                        CLAIMS PROCEDURE

     9.1.  Claim.   Any person claiming a benefit, requesting  an
interpretation   or   ruling  under  the  Plan,   or   requesting
information under the Plan shall present the request  in  writing
to  the  Committee  which shall respond in  writing  as  soon  as
practicable.

     9.2.  Denial of Claim.  If the claim or request is denied, the
written notice of denial shall be made within ninety (90) days of
the date of receipt of such claim or request by the Committee and
shall state:

     (a)   The reason for denial, with specific reference to the Plan
           provisions on which the denial is based.

     (b)   A description of any additional material or information
           required and an explanation of why it is necessary.

     (c)   An explanation of the Plan's claim review procedure.

     9.3.  Review of Claim.  Any person whose claim or request  is
denied or who has not received a response within ninety (90) days
may  request  review by notice given in writing to the  Committee
within  sixty  (60) days of receiving a response or  one  hundred
fifty  (150)  days from the date the claim was  received  by  the
Committee.  The  claim  or  request  shall  be  reviewed  by  the
Committee  who  may,  but  shall not be required  to,  grant  the
claimant   a   hearing.  On  review,  the   claimant   may   have
representation,  examine pertinent documents, and  submit  issues
and comments in writing.

     9.4.  Final Decision.  The decision on review shall normally be
made within sixty (60) days after the Committee's receipt of a
request for review. If an extension of time is required for a
hearing or other special circumstances, the claimant shall be
notified and the time limit shall be one hundred twenty (120)
days after the Committee's receipt of a request for review.  The
decision shall be in writing and shall state the reasons and
relevant plan provisions. All decisions on review shall be final
and bind all parties concerned.

                           ARTICLE X.
              AMENDMENTS OR TERMINATION OF THE PLAN

     10.1. Board.  The Board may, at any time or times, amend the
Plan,  pursuant  to  written resolution  adopted  by  the  Board;
provided,  however, no amendment shall be effective  to  decrease
the  amount  of any Participant's Accrued Benefit which,  at  the
time  of  the amendment,

<PAGE> 13

was fully vested hereunder,  unless  the
Participant  agrees  to  such amendment,  and  no  amendment  may
relieve the Company of its obligation under Article VI unless all
of  the Participants agree to such amendment.  The Board may,  at
any time, terminate the Plan by written resolution adopted by the
Board.   In  the  event  the  Board  terminates  the  Plan,   all
Participants  who  are  employees of the  Company  or  a  Related
Company at the time of such termination, will become fully vested
in  their Accrued Benefits and each Participant's Accrued Benefit
will be paid in the form of an immediate lump sum cash payment in
an  amount  determined  in accordance with  Section  5.4(a).   In
addition  to the preceding amendment authority of the Board,  the
appropriate officers of the Company are authorized to  amend  the
Plan  from  time to time as they deem advisable for  purposes  of
complying  with any provisions of the Internal Revenue  Code  and
Treasury  Regulations  and  any  other  guidance  issued  by  the
Secretary of the Treasury.

     10.2. Deemed Amendment.  The Secretary of the Treasury has
been  directed by the United States Congress to adopt regulations
for  the interpretation and application of Internal Revenue  Code
Section  409A.  No such regulations have been issued  as  of  the
date  of the adoption of this amended and restated Plan.   It  is
the  Company's  intention to amend the Plan to  comply  with  the
requirements  applicable  to the Plan under  the  Code  and  such
regulations  and  other  guidance as authorized  under  the  last
sentence  of Section 10.1.  Until such time the Plan is  actually
so  amended, the Plan shall be deemed to be amended to the extent
necessary to be in compliance with such requirements and the Plan
shall be interpreted and administered accordingly.

                           ARTICLE XI.
                          MISCELLANEOUS

     11.1.  Captions.   The  captions of articles,  sections,
paragraphs  and  subparagraphs of this Plan are  for  convenience
only  and shall not control or affect the meaning or construction
of any of its provisions.

     11.2.  Company Action.  Except as may be specifically provided
herein, any action required or permitted to be taken by the
Company may be taken on behalf of the Company by any officer of
the Company.

     11.3.  Company Records.  Records of the Company as to an
employee's or Participant's period of employment, Separation from
Service and the reason therefore, leaves of absence, reemployment
and compensation will be conclusive on all persons, unless
determined to be incorrect.

     11.4.  Evidence.  Evidence required of anyone under the Plan
may be by certificate, affidavit, document or other information
which the person acting on it considers pertinent and reliable,
and may be signed, made or presented by the proper party or
parties.

     11.5.  Gender and Number.  Where the context permits, words in
the masculine gender shall include the feminine and neuter
genders, the plural shall include the singular, and the singular
shall include the plural.

<PAGE> 14

     11.6.  Governing Law.  Except to the extent governed by ERISA,
the provisions of this Plan shall be construed and interpreted
according to the laws of the state of Delaware.

     11.7.  Non-assignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, hypothecate
or convey in advance of actual receipt the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights
to which are, expressly hereby declared to be unassignable and
nontransferable.  No part of the amounts payable shall, prior to
actual payment, be subject to seizure or separation for the
payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or another
person's bankruptcy or insolvency.

     11.8.  Participant Cooperation.  A Participant will cooperate
with the Company by furnishing any and all information requested
by the Company in order to facilitate the payment of benefits
hereunder and such other action as may be requested by the
Company.

     11.9.  Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Company and its successors and
assigns.  The term successors as used herein shall include any
corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Company, and
successors of any such corporation or other business entity.

     11.10. Unsecured General Creditor. Participants and their
beneficiaries, heirs, successors, and assigns will have no
secured interest or claim in any property or assets of the
Company whether or not such assets are held in a trust that may
be used for the purpose of paying benefits hereunder.  For
purposes of the Plan, any and all of the Company's assets shall
be, and remain, the general, unpledged, assets of the Company.
The Company's obligation under the Plan shall be merely that of
an unfunded and unsecured promise of the Company to pay money in
the future.  No Company shall have any obligation under this Plan
with respect to individuals other than that Company's employees.

     11.11. Validity.  In case any provision of this Plan shall be
held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.

     11.12. Waiver of Notice. Any notice required under the Plan
may be waived by the person entitled to notice.

     The  Company hereby agrees to the provisions of  this  Plan,
and, in Witness Thereof, the Company causes this Agreement to be,
executed on this 5th day of November, 2004.

                                        SEABOARD CORPORATION



                                        By: /s/ H. Harry Bresky
                                            H. Harry Bresky, President

<PAGE> 15



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN TRUST
<TEXT>

                                                     Exhibit 10.2

       SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN TRUST


      THIS AGREEMENT made this 5th day of  November, 2004, by and
between Seaboard Corporation (the "Company") as the settlor,  and
Robert   L.   Steer    as     the    trustee   (the   "Trustee");

     WHEREAS,  the  Company  desires  to  retain  certain  valued
executives in its employment and reward such executives for their
contributions to the achievement of Company goals and  objectives
over a period of years; and

     WHEREAS,  in  furtherance  of  this  objective  the  Company
adopted  the Seaboard Corporation Executive Retirement Plan  (the
"Plan") for the benefit of certain executives selected from  time
to   time   for   participation  in  the  Plan  ("Executive"   or
"Executives"); and

     WHEREAS, the Company wishes to hereby establish a trust (the
"Trust") and to contribute to the Trust assets that will be  held
therein, subject to the claims of the Company's creditors in  the
event  the Company is "Insolvent," as herein defined, until  such
time,  if  any,  that  amounts are paid to Executives  and  their
beneficiaries under the Plan; and

     WHEREAS, the Plan is not an employee benefit plan within the
meaning of the Employee Retirement Income Security Act of  ERISA;
and

     WHEREAS,  it  is  the  intention  of  the  Company  to  make
contributions  to the Trust to provide itself with  a  source  of
funds to assist it in meeting its liabilities under the Plan; and

     WHEREAS,  the Trustee desires to accept the Trust and to act
as the Trustee hereunder;

     NOW,  THEREFORE, the parties do hereby establish  the  Trust
and agree that the Trust shall be comprised, held and disposed of
as follows:

     Section 1.  Establishment of Trust.

     (a)  The Company, in its sole discretion, will transfer to the
Trustee  cash  or other property acceptable to the Trustee  which
shall  become  the  initial principal of the Trust  to  be  held,
administered and disposed of by the Trustee as provided  in  this
Trust Agreement.

     (b)   The  Trust shall be known as the "Seaboard Corporation
Executive Retirement Plan Trust."

     (c)  The Trust hereby established shall be irrevocable.

     (d)  The Trust is intended to be a grantor trust, of which the
Company is the grantor, within the meaning of subpart E, part  1,
subchapter J, chapter 1, subtitle A of the Internal Revenue  Code
of 1986, as amended, and shall be construed accordingly.

<PAGE>

     (e)  The principal of the Trust, and any earnings thereon, shall
be  held  separate and apart from other funds of the Company  and
shall be used exclusively for the uses and purposes of Executives
and  their beneficiaries and general creditors of the Company  as
herein set forth.  Executives and their beneficiaries shall  have
no  preferred claim on, or any beneficial ownership interest  in,
any  assets of the Trust.  Any rights created under the Plan  and
this  Trust Agreement shall be mere unsecured contractual  rights
of  Executives  and  their beneficiaries  against  Company.   Any
assets  held  by the Trust will be subject to the claims  of  the
Company's  general creditors under federal and state law  in  the
event the Company is "Insolvent," as defined in Section 3(a).

     (f)  The Company, in its sole discretion, may at any time, or
from  time  to  time, make additional deposits of cash  or  other
property in trust with the Trustee to augment the principal to be
held, administered and disposed of by the Trustee as provided  in
this  Trust Agreement.  Neither the Trustee nor any Executive  or
beneficiary  shall  have  any right  to  compel  such  additional
deposits  except  to  the  extent provided  by  separate  written
agreement.

     Section 2.  Payments to Executives and Their Beneficiaries.

     (a)  At the time any amount or amounts become payable to  an
Executive  or the Executive's beneficiary (collectively  referred
to  in this Section 2 as the "Payee") under the Plan, the Company
shall  advise the Trustee in writing of (i) the total  amount  of
such  payment  to be made to the Payee under the Plan,  (ii)  the
date  such  payment  is to be made to the Payee,  and  (iii)  the
amount  of  such payment that will be paid by the  Company.   The
Trustee will pay to the Payee the amount of any such payment  not
paid  by  the Company; provided, however, in no event  shall  the
amount  of  such payment made by the Trustee to the Payee  exceed
the  Trust's percentage (as determined under Section 2(d)) of the
total such payment; and provided, further, that any payment  made
by the Trustee shall be subject to withholding as provided in the
following  sentence.  The Trustee shall make  provision  for  the
reporting  and withholding of any federal, state or  local  taxes
that  may  be  required to be withheld with  respect  to  amounts
payable  by  the  Trustee under this Section  2,  and  shall  pay
amounts  withheld  to  the  appropriate  taxing  authorities   or
determine that such amounts have been reported, withheld and paid
by the Company.

     (b)  The entitlement of a Payee to payments under the Plan shall
be  determined by the party authorized to make such determination
under the provisions of the Plan.

     (c)  If the principal of the Trust, and any earnings thereon, are
not  sufficient to make any payment otherwise to be made  by  the
Trustee  under  Section  2(a), then the  Company  shall  pay  the
balance  of  each  such payment.  The Trustee  shall  notify  the
Company where principal and earnings are not sufficient.

<PAGE> 2

     (d)  As of the last day of each year, an actuary selected by the
Company shall determine (applying the method described in Section
2(e))  the  amount  of  assets as of  such  date  that  would  be
necessary to fully fund all of the vested accrued benefits  under
the  Plan.   The actuary shall advise the Trustee in  writing  of
this dollar amount.  The Trustee shall then determine the Trust's
percentage for purposes of  Section 2(a) by dividing the value of
the  assets held in the Trust as of such last day of the year  by
this dollar amount provided by the actuary; provided, however, in
no  event shall the Trust's percentage exceed 100%.  The  Trust's
percentage  determined as of the last day of a year  shall  apply
for purposes of any payments to be made under Section 2(a) by the
Trustee  to a Payee during the period beginning on the first  day
of the next year and ending on the last day of such next year.

     (e)  The amount of assets that will fully fund all of the vested
accrued benefits under the Plan as of the last day of a year  for
purposes of determining the Trust's percentage under Section 2(d)
shall be the greater of (i) the total amount needed to fully fund
the  projected  benefit obligation for each vested  Executive  as
defined  by Statement of Financial Accounting Standards #87  (FAS
87)  and  based on the actuarial assumptions used by the Seaboard
Corporation for purposes of the required disclosures for the Plan
under FAS 87 as of such end of year measurement date, or (ii) the
total amount that would be needed to pay in a lump sum payment to
each  vested  Executive as of such last day  the  value  of  such
Executive's   accrued  benefit  calculated  applying   the   same
assumptions that would be used for purposes of calculating a lump
sum  payment under the Plan (whether or not the Executive is then
entitled to a lump sum payment under the Plan).

     Section  3.   Trustee Responsibility Regarding  Payments  to
Trust Beneficiary When Company Is Insolvent.

     (a)  The Trustee shall cease payments under the terms of the Plan
if  the  Company is Insolvent.  The Company shall  be  considered
"Insolvent"  for  purposes of this Trust  Agreement  if  (i)  the
Company  is unable to pay its debts as they become due,  or  (ii)
the  Company is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.

     (b)   At all times during the continuance of this Trust,  as
provided  in Section 1(e), the principal and income of the  Trust
shall  be  subject to claims of general creditors of the  Company
under federal and state law as set forth below.

          (1)  The Board of Directors of the Company shall have the duty to
     inform the Trustee in writing of the Company's Insolvency.  If a
     person  claiming to be a creditor of the Company alleges  in
     writing to the Trustee that the Company has become Insolvent, the
     Trustee may engage an advisor to determine whether the Company is
     Insolvent and, pending such determination, the Trustee shall
     discontinue payments to Executives or their beneficiaries.

          (2)  Unless the Trustee has actual knowledge of the Company's
     Insolvency, or

<PAGE> 3

     has received notice from the Company or a person
     claiming to be a creditor alleging that the Company is Insolvent,
     the Trustee shall have no duty to inquire whether the Company is
     Insolvent.  The Trustee may in all events rely on such evidence
     concerning the Company's solvency as may be furnished to the
     Trustee and that provides the Trustee with a reasonable basis for
     making a determination concerning the Company's solvency.

          (3)  If at any time the Trustee or its advisor has determined
     that the Company is Insolvent, the Trustee shall discontinue
     payments to Executives or their beneficiaries and shall hold the
     assets of the Trust for the benefit of the Company's general
     creditors.  Nothing in this Trust Agreement shall in any way
     diminish any rights of Executives or their beneficiaries  to
     pursue their rights as general creditors of the Company with
     respect to payments due under the Plan or otherwise.

          (4)  The Trustee shall resume payment under the Plan in
     accordance with Section 2 only after the Trustee or its advisor
     has determined that the Company is not Insolvent (or is no longer
     Insolvent).

     (c)  Provided that there are sufficient assets, if the Trustee
discontinues payments under the Plan from the Trust  pursuant  to
Section  3(b) and subsequently resumes such payments,  the  first
payment following such discontinuance shall include the aggregate
amount  of  all payments due to Executives or their beneficiaries
under  Section 2 for the period of such discontinuance, less  the
aggregate  amount  of  any payments made to Executives  or  their
beneficiaries by the Company in lieu of the payments provided for
under Section 2 during any such period of discontinuance.

     Section 4.  Investment Substitution Rights.

     The  Company shall have the right at any time, and from time
to  time  in its sole discretion, to substitute assets  of  equal
fair  market  value for any assets held by the  Trust;  provided,
however,   any  assets  so  substituted  must  have   a   readily
ascertainable fair market value and may not consist of  any  type
of  equity interest in, or any debt issued by, the Company or any
affiliate  of  the Company or any entity related to the  Company.
This right to substitute assets is exercisable by the Company  in
a  non-fiduciary capacity without the approval or consent of  any
person in a fiduciary capacity.

     Section 5.  Disposition of Income.

     During  the term of this Trust, all income received  by  the
Trust,  net  of  expenses  and taxes, shall  be  accumulated  and
reinvested.

<PAGE> 4

     Section 6.  Accounting by Trustee.

     The  Trustee  shall  keep  separate  accurate  and  detailed
records  of  all  investments, receipts, disbursements,  and  all
other  transactions required to be made, including such  specific
records  as  shall be agreed upon in writing between the  Company
and  the  Trustee.  Unless waived by the Company, within 60  days
following  the  close of each calendar year and  within  60  days
after  the  removal  or resignation of the Trustee,  the  Trustee
shall  cause to be delivered to the Company a written account  of
its  administration of the Trust during such year or  during  the
period  from the close of the last preceding year to the date  of
such  removal  or  resignation, setting  forth  all  investments,
receipts,  disbursements and other transactions effected  by  it,
including   a  description  of  all  securities  and  investments
purchased  and  sold  with  the cost  or  net  proceeds  of  such
purchases  or  sales (accrued interest paid or  receivable  being
shown  separately),  and showing all cash, securities  and  other
property held in the Trust at the end of such year or as  of  the
date of such removal or resignation, as the case may be.

     Section 7.  Responsibility of Trustee.

    (a)   The  Trustee  shall act with the care, skill,  prudence
and  diligence  under the circumstances then  prevailing  that  a
prudent  person  acting in like capacity and familiar  with  such
matters  would  use  in the conduct of an enterprise  of  a  like
character and with like aims, provided, however, that the Trustee
shall  incur  no  liability to any person for  any  action  taken
pursuant to a direction, request or approval given by the Company
which  is  contemplated by, and in conformity with, the terms  of
the Plan or this Trust and is given in writing by the Company.

     (b)   If  the  Trustee undertakes or defends any  litigation
arising  in  connection with this Trust, the  Company  agrees  to
indemnify  the Trustee against the Trustee's costs, expenses  and
liabilities (including, without limitation, attorneys'  fees  and
expenses)  relating thereto and to be primarily liable  for  such
payments.   If the Company does not pay such costs, expenses  and
liabilities in a reasonably timely manner, the Trustee may obtain
payment from the Trust.

     (c)   The  Trustee may consult with legal counsel  (who  may
also be counsel for the Company generally) with respect to any of
its duties or obligations hereunder.

     (d)   The  Trustee may hire agents, accountants,  actuaries,
investment advisors, financial consultants or other professionals
to  assist  it  in  performing any of its duties  or  obligations
hereunder.

<PAGE> 5

     (e)   The Trustee shall have, without exclusion, all  powers
conferred   on  Trustees  by  applicable  law,  unless  expressly
provided  otherwise  herein,  provided,  however,  that   if   an
insurance  policy is held as an asset of the Trust,  the  Trustee
shall  have  no power to name a beneficiary of the  policy  other
than the Trust, to assign the policy (as distinct from conversion
of  the  policy  to a different form) other than to  a  successor
Trustee,  or to loan to any person the proceeds of any  borrowing
against such policy.

     (f)  Notwithstanding any powers granted to the Trustee pursuant
to  this Trust Agreement or applicable law, the Trustee shall not
have  any  power  that  could give this Trust  the  objective  of
carrying  on a business and dividing the gains therefrom,  within
the   meaning   of  section  301.7701-2  of  the  Procedure   and
Administrative Regulations promulgated pursuant to  the  Internal
Revenue Code.

     Section 8.  Compensation and Expenses of Trustee.

     The  Company shall pay all administrative and Trustee's fees
and  expenses.   If not so paid, the fees and expenses  shall  be
paid from the Trust.

     Section 9.  Resignation and Removal of Trustee.

     (a)  The Trustee may resign at any time by written notice to
Company, which shall be effective 30 days after receipt  of  such
notice unless the Company and the Trustee agree otherwise.

     (b)  The Trustee may be removed by the Company on 30 days notice
or upon shorter notice accepted by the Trustee.

     (c)  Upon resignation or removal of the Trustee and appointment
of  a successor Trustee, all assets shall be promptly transferred
to the successor Trustee.  The transfer shall be completed within
60  days  after  receipt  of notice of  resignation,  removal  or
transfer, unless the Company extends such time limit.

     (d)  If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 10 hereof, by the effective
date of resignation or removal under paragraph (a) or (b) of this
Section.   If no such appointment has been made, the Trustee  may
apply to a court of competent jurisdiction for appointment  of  a
successor  or for instructions.  All expenses of the  Trustee  in
connection with the proceeding shall be allowed as administrative
expenses of the Trust.

<PAGE> 6

     Section 10.  Appointment of Successor Trustee.

     (a)  If the Trustee resigns or is removed in accordance with
Section  9(a)  or  Section  9(b), the  Company  may  appoint  any
individual  or bank trust department or other party that  may  be
granted  corporate trustee powers under state law, as a successor
to   replace  the  Trustee  upon  resignation  or  removal.   The
appointment  shall be effective when accepted in writing  by  the
new  Trustee, who shall have all of the rights and powers of  the
former  Trustee, including ownership rights in the Trust  assets.
The  former  Trustee  shall execute any instrument  necessary  or
reasonably  requested by the Company or the successor Trustee  to
evidence the transfer.

     (b)  The successor Trustee need not examine the records and acts
of  any prior Trustee and may retain or dispose of existing Trust
assets, subject to Section 7(a).  The successor Trustee shall not
be  responsible for, and Company shall indemnify and  defend  the
successor Trustee from, any claim or liability resulting from any
action  or  inaction of any prior Trustee or from any other  past
event, or any condition existing at the time it becomes successor
Trustee.

     Section 11.  Indemnification of Trustee.

     If the Trustee is one or more individuals, the Company shall
indemnify  and  hold harmless the Trustee from  and  against  all
claims,  liabilities,  and damages, and all  expenses  reasonably
incurred  by  the  Trustee (including reasonable  attorney  fees)
which arise as a result of the Trustee's action or failure to act
hereunder  unless such action or failure to act  is  due  to  the
Trustee's gross negligence or willful misconduct. If the  Trustee
is  a  corporate trustee, the Company shall indemnify the Trustee
against  any  and all claims, liabilities, and damages,  and  all
expenses reasonable incurred (including reasonable attorney fees)
which arise as a result of the Trustee's action or failure to act
hereunder if such action or failure to act is a direct result  of
a  direction or absence of direction by the Company or any  other
party  to  the  extent such direction or absence of direction  is
authorized or required hereunder.

     Section 12.  Amendment or Termination.

     (a)  This Trust Agreement may be amended by a written instrument
executed  by  the  Trustee and the Company.  Notwithstanding  the
foregoing, no such amendment shall conflict with the terms of the
Plan or shall make the Trust revocable.

     (b)   The Trust shall not terminate until the date on  which
Executives  and  their beneficiaries are no  longer  entitled  to
payments pursuant to the terms of the Plan.  Upon termination  of
the Trust any assets remaining in the Trust shall be returned  to
the Company.

<PAGE> 7

     Section 13.  Miscellaneous.

     (a)  Any provision of this Trust Agreement prohibited by law
shall  be  ineffective  to the extent of  any  such  prohibition,
without invalidating the remaining provisions hereof.

     (b)  Amounts payable to Executives and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either  at
law or in equity), alienated, pledged, encumbered or subjected to
attachment,  garnishment,  levy,  execution  or  other  legal  or
equitable process.

     (c)  This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Kansas.

     Section 14.  Effective Date.

     The  effective date of this Trust Agreement shall be the day
and year first above written.

     IN  WITNESS  WHEREOF,  this Trust Agreement  has  been  duly
executed  by  Company and Trustee the day and  year  first  above
written.

                           SEABOARD CORPORATION


                           By: /s/ H. Harry Bresky
                               H. Harry Bresky, President

                                                          Company




                               /s/ Robert L. Steer
                               Robert L. Steer

                                                         Trustee

<PAGE> 8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>ex31-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
<TEXT>


                                                          Exhibit 31.1

                            CERTIFICATIONS

I, H. H. Bresky, certify that:

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

  2. Based   on my knowledge, this 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 report;

  3. Based   on  my  knowledge, the financial  statements,  and  other
  financial  information included in this 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 report;

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

     a)  Designed such disclosure controls and procedures,  or  caused
     such disclosure controls and procedures to be designed under  our
     supervision, 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 report is being prepared;

     b)  Evaluated  the  effectiveness of the registrant's  disclosure
     controls  and  procedures  and  presented  in  this  report   our
     conclusions  about  the effectiveness of the disclosure  controls
     and  procedures,  as  of the end of the period  covered  by  this
     report based on such evaluation; and

     c)  Disclosed  in  this  report any change  in  the  registrant's
     internal  control over financial reporting that  occurred  during
     the  registrant's  most recent fiscal quarter  (the  registrant's
     fourth  fiscal quarter in the case of an annual report) that  has
     materially  affected,  or  is  reasonably  likely  to  materially
     affect,   the   registrant's  internal  control  over   financial
     reporting; and

  5. The    registrant's  other  certifying  officer(s)  and  I   have
  disclosed,  based on our most recent evaluation of internal  control
  over  financial  reporting,  to the registrant's  auditors  and  the
  audit  committee of the registrant's board of directors (or  persons
  performing the equivalent functions):

     a)  All  significant deficiencies and material weaknesses in  the
     design or operation of internal controls over financial reporting
     which  are reasonably likely to adversely affect the registrant's
     ability  to  record,  process,  summarize  and  report  financial
     information; 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 over financial reporting.

Date: November 5, 2004
                            /s/ H. H. Bresky
                            H. H. Bresky, Chairman of the Board,
                            President and Chief Executive Officer

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>ex31-2.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
<TEXT>


                                                          Exhibit 31.2

                            CERTIFICATIONS

I, Robert L. Steer, certify that:

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

  2. Based   on my knowledge, this 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 report;

  3. Based   on  my  knowledge, the financial  statements,  and  other
  financial  information included in this 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 report;

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

     a)  Designed such disclosure controls and procedures,  or  caused
     such disclosure controls and procedures to be designed under  our
     supervision, 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 report is being prepared;

     b)  Evaluated  the  effectiveness of the registrant's  disclosure
     controls  and  procedures  and  presented  in  this  report   our
     conclusions  about  the effectiveness of the disclosure  controls
     and  procedures,  as  of the end of the period  covered  by  this
     report based on such evaluation; and

     c)  Disclosed  in  this  report any change  in  the  registrant's
     internal  control over financial reporting that  occurred  during
     the  registrant's  most recent fiscal quarter  (the  registrant's
     fourth  fiscal quarter in the case of an annual report) that  has
     materially  affected,  or  is  reasonably  likely  to  materially
     affect,   the   registrant's  internal  control  over   financial
     reporting; and

  5. The    registrant's  other  certifying  officer(s)  and  I   have
  disclosed,  based on our most recent evaluation of internal  control
  over  financial  reporting,  to the registrant's  auditors  and  the
  audit  committee of the registrant's board of directors (or  persons
  performing the equivalent functions):

     a)  All  significant deficiencies and material weaknesses in  the
     design or operation of internal controls over financial reporting
     which  are reasonably likely to adversely affect the registrant's
     ability  to  record,  process,  summarize  and  report  financial
     information; 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 over financial reporting.

Date: November 5, 2004
                            /s/ Robert L. Steer
                            Robert L. Steer, Senior Vice President,
                            Treasurer and Chief Financial Officer

<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>ex32-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
<TEXT>


                                                           Exhibit 32.1


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

In connection with the filing of the Quarterly Report on Form 10-Q for
the  fiscal  quarter  ended October 2, 2004 (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. section
1350, as adopted pursuant to section 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.

Date:  November 5, 2004                 /s/ H. H. Bresky
                                         H. H. Bresky, Chairman of the Board,
                                         President and Chief Executive Officer

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>ex32-2.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906
<TEXT>

                                                          Exhibit 32.2


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

In connection with the filing of the Quarterly Report on Form 10-Q for
the  fiscal  quarter  ended October 2, 2004 (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. section
1350, as adopted pursuant to section 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.

Date:  November 5, 2004                 /s/ Robert L. Steer
                                        Robert L. Steer, Senior Vice President,
                                        Treasurer and Chief Financial Officer

<PAGE>





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