<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>ex13.txt
<DESCRIPTION>2004 ANNUAL REPORT
<TEXT>

                                                                     Exhibit 13

                      SEABOARD CORPORATION


 Description of Business

 Seaboard    Corporation   is   a   diversified   international
 agribusiness  and  transportation  company  primarily  engaged
 domestically  in  pork  production and processing,  and  cargo
 shipping.    Overseas,  Seaboard  is  primarily   engaged   in
 commodity   merchandising,  flour  and  feed  milling,   sugar
 production, and electric power generation.

 Table of Contents

  Letter to Stockholders                                                      2
  Division Summaries                                                          4
  Principal Locations                                                         6
  Summary of Selected Financial Data                                          7
  Quarterly Financial Data (unaudited)                                        8
  Management's Discussion & Analysis of Financial Condition and Results of
   Operations                                                                 9
  Managements' Responsibility for Financial Statements                       25
  Managements' Report on Internal Control over Financial Reporting           25
  Report of Independent Registered Public Accounting Firm on Internal
   Control over Financial Reporting                                          26
  Report of Independent Registered Public Accounting Firm on Consolidated
   Financial Statements                                                      27
  Consolidated Balance Sheets                                                28
  Consolidated Statements of Earnings                                        29
  Consolidated Statements of Changes in Equity                               30
  Consolidated Statements of Cash Flows                                      31
  Notes to Consolidated Financial Statements                                 32
  Stockholder Information                                                    59

 This report, including information included or incorporated by
 reference  in  this  report, contains certain  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 fluctuation in exchange rates for the
 Dominican  Republic peso, (ix)  the effect of  the  Venezuelan
 economy  on the Marine Division, (x) the potential  effect  of
 Seaboard's  investment in a wine business on the  consolidated
 financial  statements, (xi) the potential  impact  of  various
 environmental actions pending or threatened against  Seaboard,
 (xii)  the  potential  impact of the  American  Jobs  Creation
 Act,  or  (xiii)  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"  and   "Letter   to
 Stockholders", identifies important factors which could  cause
 such differences.

<PAGE> 1

              Letter to Stockholders

2004  will  be  remembered  as  a  breakthrough  year  for
Seaboard.  Sales topped $2 billion for the first time, and
operating  and net income were by far the highest  in  our
eighty-plus year history.  In fact, the fourth quarter  of
2004  marked  the  eighth straight quarter  of  increasing
operating income.  We believe that largely because of this
financial performance, our Company's stock price increased
over 250% during the year, creating enormous value for our
shareholders.   What  a  great time  to  be  part  of  the
Seaboard family.

Our  strategy has always been to spread risk  through  the
diversification of our business operations.  In  2004  all
of  our major divisions performed exceptionally well.  Our
success  was  fueled by strong markets worldwide,  notably
high  prices and demand for pork in both the domestic  and
export  sales channels, and a strong ocean freight market.
We  also  benefited from the overall increase in  economic
activity both in the U.S. and abroad.

Seaboard Farms reached sales of almost $1 billion in 2004,
with operating income of $144 million.  These results  are
mostly  due  to  higher pork prices in  the  domestic  and
international markets, which were attributable  to  strong
demand  and a weakened U.S. dollar.  In order to meet  the
strong  demand,  we  also increased our  volumes  sold  by
stretching  the  capacity  of our  plant  with  additional
weekend    processing   shifts.    We   achieved   greater
efficiencies  at the plant and at the farms in  2004,  and
raised  more  of our own hogs instead of purchasing  these
hogs  on  the open market, which provided additional  cost
savings.

We  are  very  excited about our marketing agreement  with
Triumph  Foods,  which  was  announced  early  last  year.
Triumph  has a similar business plan, and will  produce  a
similar high-quality product.  We view this as a "win-win"
situation  and look forward to bringing their  product  on
board later this year.

The  Commodity Trading and Milling business  surpassed  $1
billion in sales in 2004 representing an increase  of  60%
over  the  prior year.  On the trading side, we  increased
our  market  share  in  many of the dedicated  routes  and
regions  we  serve,  and opened up new markets  in  select
countries  in  order  to strengthen our  existing  routes.
Generally  speaking, local market conditions  improved  in
our  milling locations in Africa, Latin America,  and  the
Caribbean, as total sales increased 7% year over year.

Seaboard  Marine had an exceptional year as well in  2004.
Sales  were just under $500 million, and operating  income
was  $62  million.  Although in recent years we have  seen
increasing volumes from this division, we have  also  seen
revenue per unit shipped decline.  In 2004 we began to see
this relationship change, as both volumes and revenue  per
unit  shipped started to increase.  The shipping  industry
as a whole enjoyed increased freight rates, and demand for
shipping remains strong, mainly due to pressure from Asia.

Earlier  this  year,  my  good  friend  and  the  longtime
president of Seaboard Marine, John Lynch, retired.  I very
much  appreciate  his leadership and creativity,  and  the
success  he  has brought the Company over the past  years.
Under  his  leadership, Seaboard Marine grew to  become  a
leading carrier in Latin America and the Caribbean  Basin.
Taking over the reins is Eddie Gonzalez.  Eddie has  spent
the  majority  of his career with Seaboard, most  recently
running  Marine's  Miami  terminal  operations.     I   am
confident  that  with  Eddie's  knowledge  and  years   of
experience, he will continue to promote the growth of this
business in the future.

<PAGE> 2

Tabacal,  our  Sugar and Citrus business, has  experienced
lower  prices  for  sugar domestically in  Argentina,  and
because of high volume harvests during the past couple  of
years, we do not expect an increase in the sugar price  in
2005.  Also, our Power business in the Dominican Republic,
while  delivering positive operating income over the  past
several years, has struggled recently with slow payment of
receivables from partially government-owned customers.

Looking forward to 2005, there are some challenges on  the
horizon.  Although the near term forecast for pork  prices
and cargo container shipping rates remains quite positive,
they  are  still  commodities, and  commodity  prices  are
notoriously  cyclical.  We cannot expect these  prices  to
continue  at  their current levels indefinitely.   At  the
same  time,  however, we are staying focused on increasing
efficiencies  in our production process, and are  pursuing
new  value-added  products  to  attempt  to  minimize  the
cyclical effect.

In  facing these issues, our strategy in 2005 will  be  to
continue  to  identify opportunities for  both  increasing
growth  and decreasing operating costs wherever  possible.
Our  focus will also be to further capitalize on synergies
between  and among our businesses in order to improve  the
utilization and management of our assets.

I am glad that you, the shareholder, were rewarded in 2004
for  your  belief  in Seaboard and in our business  model.
Although  we were always confident of the intrinsic  value
of  our Company, the market has not always reflected  that
value.  Finally, I want to personally thank each and every
Seaboard  employee for their part in making  2004  such  a
tremendous  year.   The unique nature  of  our  businesses
requires  an  around-the-clock effort on the part  of  our
employees, and without their hard work and commitment,  we
would  not have had the results we did.  I also  ask  each
employee  to continue their efforts in 2005,  as  we  work
toward making this year as memorable as the last.



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

<PAGE> 3

Pork Division

Seaboard's  Pork  Division  is  one  of  the  largest  vertically
integrated  pork  processors in the United States.   Seaboard  is
able  to  control animal production and processing from  research
and  development in nutrition and genetics, to the production  of
high quality meat products at our processing facility.

Seaboard's  processing  facility in Guymon,  Oklahoma  opened  in
1995.   The facility has a daily double shift capacity to process
approximately 16,000 hogs and generally operates at capacity with
additional   weekend  shifts  depending  on  market   conditions.
Seaboard  produces  and sells fresh and frozen  pork  to  further
processors, foodservice outlets, grocery stores and other  retail
customers,  and  distributors throughout the  United  States  and
foreign markets.  Hogs processed at the plant principally include
Seaboard-raised  hogs  as well as hogs raised  by  third  parties
purchased under contract and in the open market.

Seaboard's  hog  production facilities  consist  of  genetic  and
commercial  breeding, farrowing, nursery and finishing  buildings
located   in   Oklahoma,  Kansas,  Texas  and  Colorado.    These
facilities have a capacity to produce approximately three and one-
half  million  market hogs annually.  Seaboard owns and  operates
six  centrally located feed mills to provide formulated  feed  to
these facilities and has additional feed mill capacity to support
future growth.

Seaboard's  vertically integrated system  provides  a  number  of
strategic advantages relative to other companies in the industry.
These  advantages, which result largely from significant  control
of the production and processing chain, allow Seaboard to produce
high  quality,  safe products.  The consistency  and  quality  of
Seaboard pork have allowed Seaboard to become one of the  leading
exporters  of pork products from the United States to  Japan  and
other foreign markets.


Commodity Trading & Milling Division

Seaboard's  Commodity Trading & Milling Division  internationally
markets  wheat, corn, soybean meal and other commodities in  bulk
to   third  party  customers  and  affiliated  companies.   These
commodities are purchased worldwide with primary destinations  in
Africa,   South   America,  the  Caribbean,   and   the   Eastern
Mediterranean.

The  division  originates, transports and  markets  approximately
4.8  million tons annually of wheat, corn, soybean meal and other
commodities.   The  focus  remains on  the  efficient  supply  of
quality products and services to the wheat and maize milling  and
animal  feed  industries.   Seaboard integrates  the  service  of
delivering commodities to its customers primarily through the use
of chartered bulk vessels and its seven owned bulk carriers.

Seaboard's  Commodity  Trading and Milling Division  operates  in
sixteen  countries, including five trading locations and thirteen
grain processing businesses.  The grain processing businesses are
operated  through  five  consolidated and eight  non-consolidated
affiliates  in  Africa,  South America, and  the  Caribbean  with
flour,  feed and maize milling businesses producing approximately
one  and  one-half  million metric tons of finished  product  per
year.

<PAGE> 4

Marine Division

Seaboard's   Marine  Division  provides  containerized   shipping
service  between  the  United States, the  Caribbean  Basin,  and
Central   and  South  America.   Seaboard's  primary  operations,
located  in  Miami, include a 135,000 square-foot  warehouse  for
cargo  consolidation  and  temporary storage  in  addition  to  a
70  acre  terminal at the Port of Miami.  At the Port of Houston,
Seaboard operates a 62 acre cargo terminal facility that includes
over 690,000 square feet of on-dock warehouse space for temporary
storage  of  bagged  grains, resins and other cargoes.   Seaboard
also  makes  scheduled  vessel calls in New  Orleans,  Louisiana,
Fernandina Beach, Florida, and Philadelphia, Pennsylvania.

Seaboard's  fleet  consists of seven owned and  approximately  23
chartered vessels, thousands of dry, refrigerated and specialized
containers  and  related equipment.  Within  its  service  lanes,
Seaboard is one of the largest shippers in terms of cargo  volume
to and from the Port of Miami and provides direct service to over
25  countries.  Seaboard also provides extended service from  our
domestic  ports of call to and from multiple foreign destinations
through  connecting  carrier agreements with major  regional  and
global carriers.

To maximize fleet utilization, Seaboard uses a network of offices
and  agents throughout the United States, Canada, Latin  America,
and  the  Caribbean Basin to book both northbound and  southbound
cargo to and from the United States and between the countries  it
serves.   Seaboard's  full service intermodal capabilities  allow
the  transport by either truck or rail, of both import and export
cargo  to  and  from  various  U.S. ports.   Seaboard's  frequent
sailings and fixed-day schedules make it convenient for customers
to coordinate manufacturing schedules and maintain inventories at
cost-efficient  levels.   Seaboard's  approach  is  to  work   in
partnership  with  its customers and provide the  most  effective
level  of service throughout the United States to and from  Latin
America  and  the  Caribbean Basin and between the  countries  it
serves.

Other Divisions

Seaboard's  other  businesses  consist  largely  of  food-related
businesses and electric power generation.

Seaboard is involved in the production and refining of sugar, and
the  production and processing of citrus products  in  Argentina.
These  products are primarily marketed locally with some  exports
to  the United States, other South American countries and Europe.
Seaboard's mill, one of the largest in Argentina, currently has a
processing capacity of approximately 180,000 metric tons of sugar
per  year.  During 2005 Seaboard plans to increase this  capacity
to  approximately 200,000 metric tons.  The mill is located on  a
large  tract of land in the Salta Province.  Approximately 46,000
acres of this land is planted with sugar cane which supplies  the
majority of the raw product processed by the mill.  Another 3,000
acres is planted with orange trees.

Seaboard  owns two floating electric power generating  facilities
consisting of a system of diesel engines mounted on barges with a
combined rated capacity of approximately 112 megawatts.  Seaboard
operates   as  an  independent  power  producer  that   generates
electricity into the local power grid but is not involved in  the
transmission or distribution of electricity.  Electricity is sold
under contract to certain large commercial users, and on the spot
market  that is accessed by three wholly or partially government-
owned distribution companies, and limited others.

Seaboard  processes  jalapeno peppers at its plant  in  Honduras.
These  products  are  shipped to the United  States  on  Seaboard
Marine vessels and distributed from Seaboard's Port of Miami cold
storage warehouse.

Seaboard sources and sells truck freight to third parties via its
brokerage  business.  This business also provides  logistics  and
transportation  service  to other Seaboard  companies  using  its
owner-operator program and extensive carrier network.

Seaboard  also  has an equity investment in a wine business  that
produces  wine in Bulgaria for distribution primarily  throughout
Europe.

<PAGE> 5

                         Principal Locations


Corporate Office        Molinos Champion, S.A.*           Seaboard del Peru,
                        Molinos del Ecuados, C.A.*          S.A.
Seaboard Corporation     Ecuador                           Peru
Shawnee Mission,
Kansas                  National Milling Company          Seaboard Freight &
                         of Guyana Limited                  Shipping Jamaica
Pork                    Guyana                              Limited
                                                           Jamaica
Seaboard Farms          National Milling
 Pork Division Office    Corporation Limited              Seaboard Marine
  Shawnee Mission,      Zambia                              Bahamas Ltd.
  Kansas                                                   Bahamas
                        Seaboard West Africa Limited
  Processing Plant      Sierra Leone                      Seaboard Marine
   Guymon, Oklahoma                                         (Trinidad) Ltd.
                        Unga Holdings Limited*             Trinidad
  Live Production        Kenya and Uganda
  Operation Offices                                       Seaboard Marine of
   Julesburg, Colorado  Marine                              Haiti, S.E.
   Hugoton, Kansas                                         Haiti
   Leoti, Kansas        Seaboard Marine
   Liberal, Kansas       Marine Division Office           SEADOM, S.A.
   Rolla, Kansas          Miami, Florida                   Dominican Republic
   Guymon, Oklahoma
   Hennessey, Oklahoma  Port Operations                   Seamaritima S.A.
   Optima, Oklahoma      Fernandina Beach, Florida          de C.V.
                         Houston, Texas                    Mexico
Commodity Trading &      Miami, Florida
Milling                  New Orleans, Louisiana           Sugar and Citrus
                         Philadelphia, Pennsylvania
Commodity Trading                                         Ingenio y Refineria
Operations               Agencias Generales Conaven, C.A.   San Martin del
 Bermuda                  Venezuela                         Tabacal SRL
 Ecuador                                                   Argentina
 Peru                    Agencia Maritima del Istmo, S.A.
 South Africa             Costa Rica
 Zambia                                                   Power
                         Cayman Freight and Shipping
KWABA - Sociedade          Services, Ltd.                 Transcontinental
Industrial e             Cayman Islands                     Capital Corp.
Commercial, SARL*                                           (Bermuda) Ltd.
 Angola                  JacintoPort International LP      Dominican Republic
                          Houston, Texas
Les Moulins d'Haiti
S.E.M.*                  Representationes Maritima y      Other
 Haiti                     Aereas, S.A.
                         Guatemala                        Boyar Estates S.A.*
Lesotho Flour Mills                                        Bulgaria
Limited*                 Sea Cargo, S.A.
 Lesotho                  Panama                          Chestnut Hill Farms
                                                            Honduras, S. de
Life Flour Mill Ltd*     Seaboard de Colombia, S.A.         R.L. de C.V.
Top Feeds Limited*        Colombia                         Honduras
 Nigeria
                         Seaboard Honduras, S. de R.L.    Mount Dora Farms Inc.
Minoterie de Matadi,       de C.V.                         Miami, Florida
S.A.R.L.*                 Honduras
 Democratic Republic                                      Seaboard Transport,
 of Congo                                                   Inc.
                                                           Shawnee Mission,
Minoterie du Congo, S.A.                                   Kansas
 Republic of Congo

Mobeira, SARL
 Mozambique


*Represents a non-controlled, non-consolidated affiliate

<PAGE> 6

                         Summary of Selected Financial Data

                             Years ended December 31,
(Thousands of dollars
except per share amounts)   2004       2003       2002       2001       2000

Net sales                $2,683,980 $1,981,340 $1,829,307 $1,804,610 $1,583,696

Operating income         $  251,254 $   68,786 $   47,125 $  114,352 $   48,065

Earnings from continuing
 operations              $  168,096 $   31,842 $   13,507 $   51,989 $    8,872

Net earnings             $  168,096 $   31,842 $   13,507 $   51,989 $   98,909

Earnings per common
 share from continuing
 operations              $   133.94 $    25.37 $     9.38 $    34.95 $     5.96

Net earnings per common
 share                   $   133.94 $    25.37 $     9.38 $    34.95 $    66.49

Total assets             $1,436,694 $1,325,691 $1,281,141 $1,234,757 $1,274,234

Long-term debt, less
 current maturities      $  262,544 $  321,555 $  318,746 $  255,819 $  312,418

Stockholders' equity     $  692,682 $  520,565 $  486,731 $  528,420 $  540,685

Dividends per common
 share                   $     3.00 $     3.00 $     2.50 $     1.00 $     1.00

In  the  fourth quarter of 2004, Seaboard recognized a $3,592,000
decline  in  value  considered  other  than  temporary   in   its
investment in a Bulgarian wine business as a charge to loss  from
foreign  affiliates.   See Note 13 to the Consolidated  Financial
Statements  for further discussion.  As a result of its  decision
to  sell  this equity investment, in the fourth quarter of  2004,
Seaboard  recharacterized the related accounting for  income  tax
purposes from ordinary to capital losses, which resulted  in  the
reversal  of  a  previously recorded tax  benefit  of  $5,795,000
related  to  prior  year losses.  See Note 7 to the  Consolidated
Financial Statements for further discussion.  The effect of these
fourth quarter events related to this business was a decrease  in
net earnings of $7.48 per common share.

In  January 2005, Seaboard agreed to a tax settlement related  to
prior year tax returns resulting in a tax benefit of $14,356,000,
or  $11.44  per common share, which was recognized in the  fourth
quarter  of  2004.   See  Note  7 to the  Consolidated  Financial
Statements for further discussion.

During  the  fourth  quarter of 2003, Seaboard  sold  its  equity
investment  in  Fjord Seafood ASA (Fjord), an  integrated  salmon
producer  and  processor headquartered in Norway,  recognizing  a
gain  of $18,036,000.  The gain was not subject to tax.  See Note
3   to  the  Consolidated  Financial  Statements  for  additional
discussion.  During 2003, Seaboard recorded its share  of  losses
related   to   its  investment  in  Fjord  totaling  $15,546,000,
including  $12,421,000 for asset impairment charges.   Seaboard's
share   of  losses  from  Fjord  during  2002  and  2001  totaled
$10,158,000  and $1,316,000, respectively.  See Note  13  to  the
Consolidated Financial Statements for additional discussion.

Also   during  2003,  Seaboard  adopted  Statement  of  Financial
Accounting  Standard  No. 143, "Accounting for  Asset  Retirement
Obligations," Financial Accounting Standards Board Interpretation
No.   46,  revised  December  2003,  "Consolidation  of  Variable
Interest  Entities,"  and changed its method  of  accounting  for
costs  associated  with  the regularly  scheduled  drydocking  of
vessels  from  the accrue-in-advance method to the direct-expense
method.   As a result of these changes, Seaboard recorded  a  net
cumulative   effect  of  changes  in  accounting  principles   of
$2,868,000,  or $2.29 per share.  See Note 1 to the  Consolidated
Financial Statements for additional information.

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

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

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

Seaboard   completed   the  sale  of  its  Poultry   segment   on
January  3,  2000, recognizing an after-tax gain on  disposal  of
discontinued  operations  of $90,037,000  or  $60.53  per  common
share.

<PAGE> 7

                       Quarterly Financial Date (unaudited)


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

2004

Net sales                  $ 615,675  712,307  667,462   688,536  $2,683,980

Operating income           $  42,762   55,527   71,368    81,597  $  251,254

Net earnings               $  27,377   34,256   46,548    59,915  $  168,096

Earnings per common share  $   21.81    27.29    37.09     47.74  $   133.94

Dividends per common share $    0.75     0.75     0.75      0.75  $     3.00

Market price range per
 common share:
                     High  $  352.00   498.00   669.99  1,038.00

                     Low   $  280.00   317.00   482.65    545.00

2003

Net sales                  $ 461,867  485,883  485,417   548,173  $1,981,340

Operating income           $   7,974   10,289   17,845    32,678  $   68,786

Net earnings (loss)        $   2,715   (2,916)   1,838    30,205  $   31,842

Earnings (loss) per common
 share                     $    2.16    (2.32)    1.46     24.07  $    25.37

Dividends per common share $    0.75     0.75     0.75      0.75  $     3.00

Market price range per
 common share:
                     High  $  263.00   225.75   268.00    284.95

                     Low   $  195.00   195.00   203.00    215.00

In  the  fourth quarter of 2004, Seaboard recognized a $3,592,000
decline  in  value  considered  other  than  temporary   in   its
investment in a Bulgarian wine business as a charge to loss  from
foreign  affiliates.   See Note 13 to the Consolidated  Financial
Statements  for further discussion.  As a result of its  decision
to  sell  this equity investment, in the fourth quarter of  2004,
Seaboard  recharacterized the related accounting for  income  tax
purposes from ordinary to capital losses, which resulted  in  the
reversal  of  a  previously recorded tax  benefit  of  $5,795,000
related  to  prior  year losses.  See Note 7 to the  Consolidated
Financial Statements for further discussion.  The effect of these
fourth quarter events related to this business was a decrease  in
net earnings of $7.48 per common share.

In  January 2005, Seaboard agreed to a tax settlement related  to
prior year tax returns resulting in a tax benefit of $14,356,000,
or  $11.44  per common share, which was recognized in the  fourth
quarter  of  2004.   See  Note  7 to the  Consolidated  Financial
Statements for further discussion.

In  the  first  quarter  of 2003, Seaboard adopted  Statement  of
Financial  Accounting  Standard No. 143,  "Accounting  for  Asset
Retirement Obligations" and changed its method of accounting  for
costs  associated  with  the regularly  scheduled  drydocking  of
vessels  from  the accrue-in-advance method to the direct-expense
method.   As  result of these changes, Seaboard  recorded  a  net
cumulative   effect  of  changes  in  accounting  principles   of
$3,648,000,  or $2.90 per share.  See Note 1 to the  Consolidated
Financial Statements for further discussion.

During  the  fourth  quarter of 2003, Seaboard adopted  Financial
Accounting   Standards  Board  Interpretation  No.  46,   revised
December 2003, "Consolidation of Variable Interest Entities," and
recorded a cumulative effect of a change in accounting principles
of  $(780,000), or $(0.62) per common share.  See Note 1  to  the
Consolidated Financial Statements for further discussion.

During  the  fourth  quarter of 2003, Seaboard  sold  its  equity
investment in Fjord, recognizing a gain of $18,036,000.  The gain
was not subject to tax.  See Note 3 to the Consolidated Financial
Statements for further discussion.

During the third quarter of 2003, Seaboard recorded a $12,421,000
charge to earnings for its share of asset impairments related  to
its  investment  in  Fjord.   See Note  13  to  the  Consolidated
Financial Statements for further discussion.

<PAGE> 8

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

Seaboard  is  a  diverse agribusiness and transportation  company
with  global operations in several industries.  Most of the sales
and costs of Seaboard's segments are significantly influenced  by
worldwide fluctuations in commodity prices or changes in  foreign
political and economic conditions.  Accordingly, sales, operating
income  and cash flows can fluctuate significantly from  year  to
year.  As  each  segment  operates in  unrelated  industries  and
different  geographical  locations,  management  evaluates  their
operations separately.

Pork Segment

Management  views the Pork segment as Seaboard's most significant
operation.  It is primarily a domestic business with some  export
sales  to  Japan and other foreign markets.  All  sales  of  pork
products  are  generated from a single hog  processing  plant  in
Guymon,  Oklahoma, which operates at double shift  capacity.   In
2004, Seaboard raised over 70% of the hogs processed at the plant
with  the  remaining hog requirements purchased  primarily  under
contracts from independent producers.  This segment is  also  the
most   capital  intensive  segment  with  approximately  45%   of
consolidated  assets, including approximately 75%  of  Seaboard's
fixed   assets   and  material  dollar  amounts  for   live   hog
inventories.  Management believes the Pork segment possesses  the
ability to generate the most material amount of operating  income
and  cash  flow  in  any one year than any  of  Seaboard's  other
businesses, as was demonstrated by the 2004 operating results.

Of  Seaboard's businesses, the Pork segment also has the greatest
exposure  to  commodity price fluctuations.  As  a  result,  this
segment's   operating  income  and  cash  flows  can   materially
fluctuate  from year to year, significantly affecting  Seaboard's
consolidated operating income and cash flows.  Sales  prices  are
directly  affected  by both domestic and world  wide  supply  and
demand for pork products and other proteins.  Feed costs are  the
most significant single component of the cost of raising hogs and
can  be  materially  affected by commodity prices  for  corn  and
soybean  meal.  In addition, costs can be materially affected  by
market   prices  for  hogs  purchased  from  third  parties   for
processing at the plant.

During 2003, this segment completed populating its last expansion
of  live  production  facilities.  Management  currently  has  no
immediate  plans  for  further expansion to  support  the  Guymon
plant.   Furthermore,  during  2004  management  decided  not  to
construct  a  second processing plant at this time.  Accordingly,
future  working  capital  needs and other financing  requirements
related to incremental internal expansion should be minimal.   As
the  Guymon  plant  operates at capacity,  to  improve  operating
income  Seaboard  is  constantly working  towards  improving  the
efficiencies  of the Pork operations as well as considering  ways
to increase margins by expanding product offerings.

In  early 2004, Seaboard entered into a marketing agreement  with
Triumph  Foods  LLC (Triumph) to market all of the pork  products
produced  at  Triumph's  pork  processing  plant  that  is  under
construction  in  St.  Joseph, Missouri.  Seaboard  will  earn  a
commission  for this service and will be reimbursed  for  certain
expenses.   The  plant is scheduled to begin operations  in  late
2005.  This plant will have similar capacity to Seaboard's Guymon
plant  with the business based upon the same integrated model  as
Seaboard's.   The  Triumph plant is not expected  to  reach  full
double shift operating capacity until 2007.

Commodity Trading and Milling Segment

The  Commodity Trading and Milling segment, for the  first  time,
exceeded  $1  billion  in sales during 2004.   It  is  Seaboard's
second  largest  segment with approximately 20%  of  consolidated
assets, which consist primarily of working capital assets.   This
segment  principally operates overseas with locations in  Africa,
Bermuda,   South  America  and  the  Caribbean.   These   foreign
operations   can  be  significantly  impacted   by   local   crop
production,   political  instability,  economic  conditions   and
currency   fluctuations.    This   segment's   sales   are   also
significantly   affected  by  fluctuating  prices   for   various
commodities, such as wheat, corn and soybean meal.  Although this
segment  owns  seven  ships,  most of  the  third  party  trading
business is transacted with chartered ships.  Charter hire rates,
influenced by available charter capacity for worldwide  trade  in
bulk  cargoes,  and related fuel costs can also  impact  business
volumes  and  margins.  The milling businesses, both consolidated
and non-consolidated affiliates, operate in many foreign and,  in
most  cases,  lesser developed countries.  Subsidized  wheat  and
flour  exports can create fluctuating market conditions that  can
have  a  significant  impact  on both  the  trading  and  milling
businesses' sales and operating income.

<PAGE> 9

The majority of the Commodity Trading and Milling segment's sales
pertain  to  the commodity trading business which has experienced
significant volume growth over the past few years, especially  in
2004.   This  growth has increased the amount of working  capital
required   to   fund   increases  in  accounts   receivable   and
inventories.  Increased shipping requirements have been satisfied
by  the  charter-hiring of bulk cargo ships.   As  the  commodity
trading  portion of the business originates grain sales from  and
sells  to  many international locations, timing of completion  of
voyages,  and  the  availability of  and  rates  for  bulk  cargo
shipping can significantly affect sales volumes, operating income
and  cash  flows from quarter-to-quarter.  Seaboard continues  to
look  for  opportunities for additional  markets  to  expand  the
commodity trading and milling operations.

Marine Segment

The  Marine  segment is the third largest in terms of  sales  and
assets.   This  segment  provides  containerized  cargo  shipping
services  primarily  from the United States to  over  twenty-five
different countries in the Caribbean Basin, and Central and South
America.   Fluctuations in economic conditions or unstable  local
political situations in the countries in which Seaboard  operates
can   affect   import/export   trade   volumes.    In   addition,
containerized cargo rates can fluctuate depending on local supply
and demand for shipping services.  This segment time-charters  or
leases  the  majority  of its ocean cargo  vessels  and  is  also
affected by fluctuations in charter hire rates and fuel costs.

Seaboard's marine business is fairly mature and historically  had
fairly  stable  cash  flows with minimal financing  requirements.
However, during 2003 and 2002 Seaboard experienced the effects of
the  economic and political instability in Venezuela  which  also
affected  other  related  South American  markets.   This  had  a
significant  negative impact on operating income  while  reducing
related cash flows.  During this time, Seaboard replaced the lost
Venezuelan  volumes  with  new routes, and  expanded  volumes  on
existing  routes,  although  margins  decreased.   During   2004,
Seaboard  was  able to increase cargo rates in most markets,  and
commercial activity improved in Venezuela.  Assuming this segment
continues  to  expand its volumes, needs for cargo  carrying  and
handling  equipment will increase over the next couple of  years.
Seaboard  continues  to  look for ways  to  increase  volumes  on
existing  routes while looking to provide additional new services
for the region.

Sugar and Citrus Segment

Seaboard's  Sugar and Citrus segment operates  a  sugar  mill  in
Argentina,  locally growing a substantial portion  of  the  sugar
cane  processed at the mill.  This segment's sales and  operating
income  are  significantly impacted by local and worldwide  sugar
prices.   Yields  from the Argentine sugar harvest  can  have  an
impact  on  the  local price of sugar.  Also,  but  to  a  lesser
degree,  price fluctuations of the world market can affect  local
sugar  prices and can also impact export sale volumes.  Depending
on  local  harvest and market conditions, this business purchases
third  party sugar and citrus for resale.  Over the past  several
years,  Seaboard made several modifications to this  business  to
improve the efficiency of its operations.

As the functional currency of the Sugar and Citrus segment is the
Argentine  peso,  the currency exchange rate  can  also  have  an
impact  on reported U.S. dollar sales, operating income and  cash
flows.   As  discussed  in Note 12 to the Consolidated  Financial
Statements,   the  Argentine  peso  experienced   a   significant
devaluation  compared to the U.S. dollar beginning  in  2001  and
extending  into  2002,  resulting in  material  foreign  currency
losses and write-downs of Seaboard's asset values related to this
operation.   Although  the  economy of Argentina  was  negatively
impacted  by  the  devaluation and ensuing  recession  throughout
2002,  economic conditions steadily improved in 2003 and remained
relatively  stable throughout 2004.  Since the devaluation,  this
segment  has  generated  positive  cash  flows  from  operations.
Financing needs for the foreseeable future are not expected to be
significant  for this operation.  Seaboard continues  to  explore
ways   to  improve  and  expand  its  existing  operations  while
considering other alternatives to expand this segment.

Power Segment

Seaboard's  Power segment operates as an unregulated  independent
power  producer  in the Dominican Republic (DR) generating  power
from  diesel  engines mounted on two barges. Historically,  these
engines  have  been fully dispatched as a result of the  relative
efficiency  of  the operations, and until the end  of  2003,  the
engines  operated  at capacity.  This segment's  financing  needs
have  been  minimal.  Until the past two years, this segment  has
produced  some  of Seaboard's best return on investment  although
operating  cash flows have fluctuated from inconsistent  customer
collections.  Seaboard has contracts to sell approximately 40% of
its power to  certain government-approved

<PAGE> 10

commercial   large  users   under  long-term   contracts  and, at
year-end, entered into  short-term  contracts  for  most  of  the
remaining production.   Energy produced  in  excess of contracted
amounts is sold  on the spot market to three wholly or partially-
government-owned distribution  companies   or   other  generators
who  lack sufficient power production to service their customers.
Fuel is the largest  cost  component but increases in fuel prices
have generally been passed through to customers.

The  economic environment in the DR has been in turmoil  for  the
last two years.  During 2003, the exchange rate for the Dominican
peso  devalued significantly before strengthening somewhat during
2004.   In  addition,  since the last half  of  2003,  the  power
industry  in the DR has suffered from a cash flow imbalance  that
began  when the government did not allow retail electricity rates
charged by the distribution companies to increase sufficiently in
a  timely  manner  to cover the significant peso devaluation  and
increases  in U.S. dollar-denominated fuel costs.

As  a result of the weakened economic environment in the DR,  the
generating  companies  have experienced difficulty  in  obtaining
timely collections of trade receivables from the government-owned
distribution companies or other companies that must also  collect
from  the government in order to make payments on their accounts.
As  a result, similar to other independent power producers at the
end of 2003 and throughout 2004, Seaboard curtailed its level  of
power  generation from time to time based on management's  belief
about  collectibility  of receivables  from  spot  sales.   While
multilateral  credit  agencies  may  eventually  provide  funding
support  to this country to improve liquidity, management  cannot
predict  if  adequate funding will occur to  fully  resolve  this
situation  during  the next year.  With the  exception  of  those
government   or  government-reliant  customers,  the   commercial
contract customers generally pay their accounts timely.  Seaboard
continues  to  pursue  additional commercial contract  customers,
which  would  reduce dependency on the government for  liquidity.
In   addition,   Seaboard   is  pursuing  additional   investment
opportunities in the DR power industry.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of December 31, 2004 increased
$38.5  million  from December 31, 2003 reflecting cash  generated
from  operations.   While cash from operating activities  totaled
$194.1  million, $54.2 million was used for scheduled  maturities
of  long-term debt, $73.8 million was used to repay notes payable
to banks, and $33.6 million was used for capital expenditures.

Cash  from operating activities for 2004 increased $102.4 million
compared   to  2003,  primarily  reflecting  increased  earnings,
partially offset by the increased working capital needs primarily
from  the  increase  in  business, especially  in  the  Commodity
Trading and Milling segment, and an additional special funding of
$14.3  million  to Seaboard's qualified defined  benefit  pension
plan (see Note 10 to the Consolidated Financial Statements).  For
the  Commodity Trading and Milling segment, the overall  increase
in  trading  activity  and commodity costs  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.   Overall, the Pork  segment
and,  to  a lesser degree, the Marine segment generated the  cash
from operating activities.

Cash and short-term investments as of December 31, 2003 increased
$41.8  million  over December 31, 2002 primarily  reflecting  the
proceeds  of  $37.4 million from the sale of 100%  of  Seaboard's
equity  investment in Fjord Seafood, ASA (Fjord)  in  the  fourth
quarter of 2003.  Uncertainties about the future profitability of
this  business, led to management's decision to divest its equity
investment in the salmon industry.  Cash generated from operating
activities totaled $91.7 million for 2003 and was used  primarily
for   scheduled   principal  payments  of   long-term   debt   of
$52.9 million and capital expenditures of $31.5 million.

Cash  from operating activities for 2003 increased $64.2  million
compared to 2002 primarily related to improved operating  results
of  the  Pork  segment and a lower level of funding  for  working
capital  requirements.  The reduced funding for  working  capital
requirements  primarily  reflects  the  substantial  increase  in
working  capital  requirements in 2002 for the expansion  of  the
commodity  trading business, while in 2003 such  working  capital
needs  remained  fairly  constant for  this  business.   However,
working  capital requirements increased for the Pork  segment  in
2003,  as  live hog inventory levels were increased  during  2003
reflecting  new hog production facilities being fully  populated.
In  addition, the   Power  segment's  receivables  increased  due
to collection problems.

<PAGE> 11

Capital Expenditures

During  2004  Seaboard invested $33.6 million in property,  plant
and  equipment, of which $11.8 million was expended in  the  Pork
segment, $10.3 million in the Marine segment, $4.9 million in the
Commodity Trading and Milling segment, $5.5 million in the  Sugar
and  Citrus segment and $1.1 million in the remaining businesses.
The  capital  expenditures for 2004 were primarily  of  a  normal
recurring  nature  which included replacements of  machinery  and
equipment, and general facility modernizations and upgrades.

As  of  December 31, 2004 Seaboard was committed  to  spend  $3.8
million  to  purchase equipment and $2.1 million  to  purchase  a
previously   chartered  containerized   cargo vessel.  Subsequent
to December 31, 2004, Seaboard committed to spend $7.1 million to
purchase a used bulk vessel for the Commodity Trading and Milling
segment.  With  the exception  of  a  $2.5  million  sugar   mill
expansion  project,  there  are  no   major  expansions currently
planned.  The  capital  expenditure budget for 2005  totals $42.6
million,   including   $11.4 million   in  the  Pork  segment for
improvement to existing hog production facilities and upgrades to
the processing plant; $12.4 million in the  Commodity Trading and
Milling segment for the  purchase  of  a  bulk  vessel  discussed
above, milling  facility  upgrades  and related  equipment;  $8.9
million  in  the  Marine  segment  for additional cargo  carrying
and handling  equipment and to  purchase  a  previously chartered
vessel noted above; $8.9 million  in the Sugar and Citrus segment
for  the  mill  expansion  discussed above, improvements  to  the
plantation  and  harvesting  equipment;  and  $1.0 million in all
other  businesses  for  general  replacements  of  machinery  and
equipment.  Management  anticipates  paying  for   these  capital
expenditures  from  internally  generated  cash  and  the  use of
available short-term investments.

During  2003 Seaboard invested $15.8 million in the Pork  segment
primarily   for   the  expansion  of  existing   hog   production
facilities,  and  land acquisition and permitting  activities  to
support the requirements of the potential second processing plant
that  management has since decided not to pursue  at  this  time.
These  capital  expenditures exclude an  increase  in  net  fixed
assets  in  2003 for hog production facilities previously  leased
under a master lease agreement that were acquired for a total  of
$25.0  million primarily from the assumption of debt as discussed
below,  and  also exclude $31.7 million of net fixed assets  from
the  consolidation  of  variable interest entities  (VIEs).   See
Note  1  to  the  Consolidated Financial Statements  for  further
discussion of consolidation of VIEs.

Also  during 2003, Seaboard invested $7.7 million in  the  Marine
segment   primarily  for  expansion  and  replacement  of   cargo
transportation and loading equipment, and facility  improvements;
$4.4  million  in  the  Sugar and Citrus  segment  primarily  for
machinery  and  equipment,  and  improvements  to  the  mill  and
sugarcane  fields;  and $3.6 million in all  other  segments  for
general modernization, mill expansion, and efficiency upgrades of
plant and equipment.

During 2002, Seaboard invested $149.9 million in property,  plant
and equipment including $135.1 million in the Pork segment.  This
amount  was  primarily  to  purchase  hog  production  facilities
previously  leased,  expand the hog production  facilities,  make
improvements to the pork processing plant, and purchase land  and
obtain operating permits for the potential expansion project that
management has since decided not to pursue at this time.  The hog
production  facilities  previously leased from  Shawnee  Funding,
Limited  Partnership  under  a  master  lease  arrangement,  were
purchased  in  2002  for  a total of $117.5  million.   This  was
financed primarily with the proceeds from a private placement  of
$109.0 million of Senior Notes, as discussed below.

In  early  2002,  Seaboard  announced plans  to  build  a  second
processing  plant in northern Texas along with related  plans  to
expand its vertically integrated hog production facilities.  With
the  pending  completion of the construction of the Triumph  pork
processing   plant  discussed  above,  during   2004   management
determined  that  Seaboard would not proceed with  the  expansion
project at this time.

Financing Activities, Debt and Related Covenants

During the first half of 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 for use in the  commodity
trading  business from a total of $80.0 million to $95.0  million
expiring on April 30, 2005.  These facilities are all denominated
in U.S. dollars.

<PAGE> 12

During  the fourth quarter of 2004, Seaboard entered into  a  new
$200  million, five year credit facility replacing three existing
committed credit facilities totaling $70 million.  See Note 8  to
the  Consolidated  Financial Statements  for  a  summary  of  the
material   terms  of  Seaboard's  credit  facilities,   including
financial  ratios and covenants.  Management believes  there  are
currently  no covenants that materially restrict our  ability  to
undertake  additional debt financings.  As of December 31,  2004,
Seaboard is in compliance with all restrictive covenants relating
to these arrangements.

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.

In   conjunction  with  the  2003  purchase  of  hog   production
facilities  previously  leased, Seaboard  assumed  bank  debt  of
$24.4  million  as  discussed  in  Note  8  to  the  Consolidated
Financial    Statements.    In   addition,    Seaboard    assumed
$29.9   million   of   bank   debt   from   one   VIE.    As   of
December  31, 2003, the consolidation of VIEs in accordance  with
FIN  46, including the assumed debt, increased long-term debt  by
$31.5 million.

In   2002,   Seaboard   completed  the   private   placement   of
$109.0  million of Senior Notes due 2009 and 2012 with a weighted
average interest rate of 6.29%.  Seaboard used $107.3 million  of
the   proceeds  from  this  private  placement  to  purchase  the
indebtedness  related  to  hog production  facilities  previously
leased under a master lease program, effectively reducing the net
lease   payments.   On  December  31,  2002,  Seaboard  paid   an
additional $4.1 million and assumed a $10.0 million bond  payable
to   complete   the  acquisition  of  Shawnee  Funding,   Limited
Partnership   effectively  acquiring  all  of  the  related   hog
production facilities previously leased and $2.2 million of  cash
held in a construction fund which was used to repay a portion  of
the bonds payable.

The  following table represents a summary of Seaboard's available
borrowing capacity as of December 31, 2004.  Borrowings  of  $1.8
million   were  outstanding  under  uncommitted   lines   as   of
December  31, 2004.  Letters of credit  of $55.7 million  reduced
Seaboard's  borrowing capacity under its committed  credit  lines
primarily  representing $44.3 million for Seaboard's  outstanding
Industrial Development Revenue Bonds and $10.4 million related to
insurance coverages.

                                                      Total amount
(Thousands of dollars)                                 available

Long-term credit facility - committed                   $200,000

Short-term credit facilities - committed                 115,000

Short-term uncommitted demand notes                       30,225

Total borrowing capacity                                 345,225

Amounts drawn against lines                               (1,789)

Letters of credit reducing borrowing availability        (55,731)

Available borrowing capacity at December 31, 2004       $287,705

During  2005,  Seaboard intends to extend or  replace  its  $95.0
million  subsidiary  credit facility  and  $20.0  million  credit
facility,  both  of which expire in April 2005.  Scheduled  long-
term  debt  maturities range from $42.0 million to $65.0  million
per   year  over  the  next  three  years.   Seaboard's  existing
operations currently have no material capital expenditure  needs.
Based on current expenditure levels, it is anticipated that  such
annual  capital expenditures will range between $25  million  and
$40 million.  Accordingly, management believes Seaboard's current
combination  of  internally generated  cash,  liquidity,  capital
resources  and  borrowing capabilities will be adequate  for  its
existing  operations.   Management  does,  however,  periodically
review  various  alternatives for future  financings  to  provide
additional  liquidity  for  future operating  plans.   Management
intends  to continue seeking opportunities for expansion  in  the
industries  in  which  Seaboard operates and,  based  on  current
liquidity  and  available borrowing capacity,  has  no  plans  to
pursue other financing alternatives.

<PAGE> 13

Contractual Obligations and Off-Balance-Sheet Arrangements
A  summary  of  Seaboard's contractual  cash  obligations  as  of
December 31, 2004 is as follows:

(Thousands of dollars)        2005     2006     2007    2008    2009 Thereafter

Vessel time-charter
  commitments              $ 49,389 $ 28,020 $ 10,807 $ 1,056 $   -   $      -

Contract grower finishing
  agreements                 10,848   10,588   10,514  10,609  10,706   80,615

Other  operating lease
  payments                    8,728    8,280    7,170   5,456   2,055    6,862

Total  lease obligations     68,965   46,888   28,491  17,121  12,761   87,477

Long-term  debt              60,756   41,991   65,049  13,864  49,453   92,187

Short-term notes payable      1,789        -        -       -       -        -

Other  purchase commitments 267,885   84,621   58,555       -       -        -

Total contractual cash
  obligations and
  commitments              $399,395 $173,500 $152,095 $30,985 $62,214 $179,664

The  Marine segment enters into contracts to time-charter vessels
for  use in its operations.  Historically, these commitments have
been  short-term.  However, as a result of increased  demand  for
vessels  and  increasing  charter hire rates,  this  segment  has
entered  into  long-term  commitments.     These  agreements  are
discussed  further  in  Note  11 to  the  Consolidated  Financial
Statements.

To  support  the  operations of the Pork  segment,  Seaboard  has
agreements in place with farmers to raise a portion of Seaboard's
hogs   according  to  specifications.   See  Note   11   to   the
Consolidated Financial Statements for further information.

Seaboard  has  entered  into grain and feed  ingredient  purchase
contracts to support the live hog operations of the Pork  segment
and has contracted for the purchase of additional hogs from third
parties.   The Commodity Trading and Milling segment also  enters
into  commodity  purchase contracts, primarily to  support  sales
commitments.     See  Note  11  to  the  Consolidated   Financial
Statements  for  a  further discussion and for  a  more  detailed
listing of other purchase commitments. Subsequent to December 31,
2004, Seaboard committed to spend $7.1 million to purchase a used
bulk vessel for the Commodity Trading and Milling segment.

Seaboard  has also issued $2.9 million of guarantees  to  support
certain  activities  of  non-consolidated  affiliates  or   third
parties  who provide services for Seaboard.  See Note 11  to  the
Consolidated Financial Statements for a detailed discussion.

In  early 2004, in conjunction with the marketing agreement  with
Triumph,  as  discussed  above,  Seaboard  committed  to  provide
Triumph with future financing of up to $1.75 million in the event
of   certain  specified  cost  over-runs  incurred  during  plant
development and construction.

RESULTS OF OPERATIONS

Net  sales for the year ended December 31, 2004 increased  $702.7
million  to  $2,684.0 million from $1,981.3 million in  2003  and
$1,829.3 million for 2002.  The increase in net sales in 2004 was
primarily  the result of increased commodity trading volumes  and
commodity  prices,  higher market prices for  pork  products  and
improved  average rates for marine cargo service  with  increased
volumes.   The  2003  increase in net sales over  2002  primarily
reflected  higher domestic market prices for pork  products,  and
higher sales for the Marine segment attributable to higher  cargo
volumes.

Operating  income increased to $251.3 million in  2004,  up  from
$68.8  million  in  2003 and $47.1 million  in  2002.   The  2004
improvement compared to 2003 primarily reflects the higher market
prices  for  pork products along with the improved average  rates
and,  to  a  lesser  extent, increased volumes for  marine  cargo
services.  Increased trading volumes also contributed to the 2004
increase.  The main component of the increase in 2003 compared to
2002  was  higher  market  prices for pork  products.   Partially
offsetting this increase were significant declines in the  Marine
and  Power  segments  in  2003  reflecting  various  difficulties
experienced in certain countries where they conduct business.

<PAGE> 14

Pork Segment

(Dollars in millions)                 2004      2003      2002
Net sales                           $ 961.6   $ 735.7   $ 645.8
Operating income (loss)             $ 143.9   $  22.4   $ (13.9)

Net  sales for the Pork segment increased $225.9 million for  the
year  ended  December 31, 2004 compared to 2003, primarily  as  a
result  of  higher domestic and international market  prices  for
pork products and, to a lesser extent, higher sales volumes.  The
demand  for  pork products remained strong for both domestic  and
international  markets throughout 2004  as  a  result  of  higher
prices for competing proteins, favorable  export  conditions  and
a weakened U.S. dollar.  Sales   volumes  increased  as  Seaboard
operated additional weekend processing shifts during 2004 to take
advantage of the  favorable market conditions.

Operating  income  increased $121.5 million for  the  year  ended
December 31, 2004 compared with 2003 primarily as a result of the
higher sales prices and volumes discussed above, partially offset
by  higher costs for third party hogs used for processing.   Also
contributing  to  the improved profitability  percentage  was  an
increase  in  processing  of both the number  and  percentage  of
Seaboard-raised hogs, which cost less than third  party  hogs  in
2004.   For 2004, operating income also includes an $8.1  million
LIFO  benefit,  reflecting increases in the number  of  Seaboard-
raised  hogs  over the prior year, compared with a  $3.8  million
LIFO  benefit  in  2003.   During 2004,  Seaboard  expensed  $1.4
million   for  abandoned  land  development  costs  for   certain
potential hog production sites and a potential second plant  site
that Seaboard has decided not to pursue at this time.

Management  is  unable to predict future market prices  for  pork
products,  feed  costs  and third party hogs,  or  how  long  the
relatively  strong overall market conditions will  be  sustained.
During 2004, market prices for pork products were unusually  high
compared  to historic norms.  History has demonstrated that  high
market  prices are not sustained over long periods  of  time  but
rather  rise  and  fall  based on prevailing  market  conditions.
Management  currently anticipates favorable markets  through  the
first  half  of 2005 for pork prices and feed costs, and  overall
expects this segment to remain profitable during 2005.

Net sales for the Pork segment increased in 2003 compared to 2002
primarily as a result of higher domestic market prices  for  pork
products.   The excess domestic meat supplies experienced  during
2002  resulted  in lower sales prices throughout  2002  and  into
early  2003,  although  prices  generally  improved  during  2003
compared  with  2002, especially in the fourth quarter  of  2003.
Sales volumes remained relatively unchanged for 2003 compared  to
2002.

Operating income for the Pork segment increased in 2003  compared
to operating losses incurred during 2002.  The increase primarily
reflects  improved  market prices as discussed  above,  partially
offset  by higher costs of hogs purchased from third parties  for
processing  and  higher feed costs for hogs raised  by  Seaboard.
For  2003,  operating income also includes a  $3.8  million  LIFO
benefit (including a $7.5 million benefit in the fourth quarter),
reflecting increases in the number of Seaboard-raised  hogs  over
the  prior  year, as compared with a $6.2 million LIFO charge  to
earnings  in 2002 (including a $6.5 million charge in the  fourth
quarter).  Operating income for 2003 also included a $2.5 million
charge  for  land  development costs for  several  potential  hog
production  sites  that Seaboard determined it  would  no  longer
pursue.

Commodity Trading and Milling Segment

(Dollars in millions)                     2004     2003      2002
Net sales                              $1,066.5  $ 667.9   $ 652.1
Operating income                       $   27.4  $  16.0   $  18.4
Income (loss) from foreign affiliates  $    5.8  $  (0.4)  $  (3.8)

Net sales for the Commodity Trading and Milling segment increased
$398.6  million for the year ended December 31, 2004 compared  to
2003.   This  increase is primarily the result of higher  trading
volumes  to  third  parties from increased  volumes  in  existing
markets  and  new market penetration, primarily for wheat,  while
corn  and  soybean meal volumes were also higher.   To  a  lesser
extent,  volumes  also  increased to  affiliates,  primarily  for
wheat.   Also  contributing to the increase in sales were  higher
worldwide   commodity  prices  and  third  party  freight   rates
generally recoverable in sales

<PAGE> 15

prices.  However, commodity prices began  to  decline  during the
last half  of  2004 compared to commodity prices during the first
half  of  the  year.  As  worldwide commodity  price fluctuations
cannot be predicted, management is unable to predict future sales
but does not expect the  rate  of  growth  experienced in 2004 to
continue in 2005.

Operating  income  for this segment increased $11.4  million  for
2004  compared  to 2003 primarily 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  year  ended
December  31,  2004 includes losses of $5.4 million  compared  to
gains   of   $2.6  million  for  2003  for  these  mark-to-market
adjustments.  As products are delivered to customers, these mark-
to-market  adjustments are primarily offset  by  actual  contract
margins,  assuming no further commodity price  fluctuation.   See
Note  9  to  the  Consolidated Financial Statements  for  further
discussion on accounting for commodity derivatives.  In addition,
Seaboard  had  entered into some long-term charter  contracts  in
2003,  allowing  it  to take advantage of higher  freight  market
rates   during   2004,   increasing  its  overall   profitability
percentage.   However,  management expects these  higher  freight
rates  to stabilize or continue increasing throughout 2005  while
the  long-term  charters expire, thus reducing  freight  leverage
opportunities and the positive impact reflected in 2004.  Due  to
the  uncertain political and economic conditions in the countries
in  which  Seaboard  operates, management is  unable  to  predict
future  operating  results,  but anticipates  positive  operating
income for 2005.

Income  from  foreign affiliates for the year ended December  31,
2004   improved  $6.2  million   from   2003.   This  improvement
primarily  reflects improved operating results from most  milling
operations  generally  as  a  result  of  improved  local  market
conditions.   Based  on the uncertainty of  local  political  and
economic situations in the countries in which the flour and  feed
mills  operate,  management cannot predict  future  results,  but
currently  anticipates these operations will collectively  remain
profitable during 2005.

Net sales for the Commodity Trading and Milling segment increased
in  2003 compared to 2002.  The increase was primarily attributed
to  higher selling prices and increased commodity trading volumes
to  affiliates.  This revenue increase was partially offset by  a
decrease  in volume for third party customers during  2003  as  a
result of lower grain import demands in southern Africa primarily
from changed crop conditions.

Operating  income for this segment decreased in 2003 compared  to
2002.   Operating income decreased primarily from lower commodity
trading  activity  with third parties, as noted above,  increased
selling expenses and reserves for bad debts.  In addition, during
the latter half of 2003, increased demand for bulk cargo-carrying
vessels  caused  a  significant increase in charter  hire  costs.
Partially  offsetting  this  decrease  was  a  gain  in  2003  of
$2.6  million compared to losses of $1.5 million for 2002 related
to mark-to-market adjustments of commodity futures and options.

Loss  from foreign affiliates decreased in 2003 compared to  2002
primarily  as  a  result  of improved operating  performance  for
several milling operations.  As a result of improved local market
conditions,  these operations were able to obtain  higher  prices
generally for their products.

Marine Segment

(Dollars in millions)                 2004      2003      2002
Net sales                           $ 498.5   $ 409.0   $ 383.4
Operating income                    $  61.6   $   5.8   $  16.6

Net  sales for the Marine segment increased $89.5 million for the
year  ended  December 31, 2004, compared to 2003 as a  result  of
higher average cargo rates, especially in the last half of  2004,
and higher cargo volumes.  Average cargo rates for 2004 increased
over  2003 reflecting improved market conditions and better cargo
mixes  in certain markets.  Higher cargo volumes were experienced
in  most  markets  as  a result of improved  economic  activities
within the countries served by this segment.  This was also  true
for  the  Venezuelan  market, which had  experienced  significant
decreases during the past two years as discussed below.

<PAGE> 16

Operating   income   for   the  Marine   segment   increased   by
$55.8  million over 2003, primarily reflecting the higher average
cargo  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
market,  it does anticipate this segment to remain profitable  in
2005.

The  U.S.  Maritime Transportation Security Act and corresponding
international regulations under The International Ship  and  Port
Facility  Security  Code became 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.

Net sales for the Marine segment increased $25.6 million for 2003
compared  to  2002  to  $409.0 million.  The  increase  primarily
reflects  increased  cargo  volumes  in  most  existing  markets,
certain  new routes added during the fourth quarter of 2002,  and
chartering  of  certain company-owned vessels to  carry  military
cargo  to the Middle East in the first quarter.  The 2003  fourth
quarter  volumes were especially strong compared to 2002.   These
increases  were partially offset by a decrease in  average  cargo
rates  and  a  significant decline in volumes in  the  Venezuelan
market.  Beginning in March 2002, this segment's operations began
to  experience significant declines in cargo volumes for  certain
South American routes due primarily to the political and economic
instability  in  Venezuela.   Commercial  activity  in  Venezuela
declined  significantly  throughout 2003  following  the  general
strike  that  began in December 2002 and ended in  February  2003
resulting in the discontinuance of all port calls to that country
during that period of time.

Operating  income  for  the  Marine  segment  decreased  in  2003
compared  to  2002,  primarily  reflecting  the  impact  of   the
political instability in Venezuela, discussed above, higher  fuel
costs,  increased  charter hire costs and, to  a  lesser  extent,
increased  selling  expenses  as a  result  of  new  routes.   In
addition,  charter  hire  rates in the  fourth  quarter  of  2003
increased significantly.

Sugar and Citrus Segment

(Dollars in millions)                      2004     2003      2002
Net sales                                $  72.9  $  70.7   $  57.7
Operating income                         $  12.3  $  18.8   $  16.3
Earnings (loss) from foreign affiliates  $   0.7  $  (0.3)  $     -

Net sales for the Sugar and Citrus segment increased $2.2 million
for  the  year  ended December 31, 2004 compared  to  2003.   The
increase was due to higher citrus trading volumes during the last
half  of 2004.  This increase was partially offset by lower sugar
prices during 2004 resulting from the abundant sugar harvests  in
Argentina during the last two years which resulted in large sugar
supplies.    As  a  result, although not able  to  predict  sugar
prices,  management  currently does not expect  sugar  prices  to
increase during 2005.

Operating  income decreased $6.5 million during 2004 compared  to
2003  primarily  as  a  result  of lower  2004  sugar  prices  as
discussed  above, and, to a lesser extent, losses  incurred  with
the   citrus  trading  business.   Management  expects   positive
operating income for 2005.

Net  sales  increased  $13.0 million for 2003  compared  to  2002
primarily as a result of higher sales prices for sugar.  The peso
price  of sugar increased over 2002 prices to offset the  effects
of the devalued peso.  Partially offsetting the increase in sales
price were lower sales volumes as a result of lower quantities of
sugar purchased from third parties for resale.

Operating income for 2003 increased compared to 2002 primarily as
a  result  of the higher sugar prices partially offset by  higher
operating  expenses.   Operating  income  does  not  include  the
effects   of   the  material  currency  translation   losses   on
shareholders' equity and net earnings that were incurred in 2002.
See  Note 12 to the Consolidated Financial Statements for further
discussion.

<PAGE> 17

Power Segment

(Dollars in millions)                 2004      2003      2002
Net sales                           $  56.4   $  69.6   $  63.1
Operating income                    $   4.4   $   7.0   $  14.3

Net  sales for the Power segment decreased $13.2 million for  the
year  ended December 31, 2004 compared to 2003 primarily  due  to
lower  production.  Periodically during 2004, Seaboard  curtailed
production  due to management's concerns about the collectibility
of  accounts  receivable.  In addition, Seaboard did  not  record
approximately  $1.9 million of spot market sales  in  the  second
half  of 2004 as collectibility was not reasonably assured.   The
economic  environment of the Dominican Republic has been unstable
since  late  2002.   Historically, the DR government  has  funded
electricity  collection  shortfalls with  cash  payments  to  the
distribution companies.  In recent years, the government has  not
fully  funded  the  collection  shortfalls.   Consequently,  this
segment has continued to experience difficulty collecting amounts
owed  from certain generating and distribution companies.  As  of
December  31,  2004,  Seaboard's  net  receivable  exposure  from
customers  with  significant  past  due  balances  totaled  $26.2
million,  including $10.3 million classified in  other  long-term
assets  on  the Condensed Consolidated Balance Sheet  to  reflect
negotiated  payment terms.  Although 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, a significant exposure to  the  partially
government-owned distribution companies still exists.  Management
may  continue to impose further curtailments during  2005  if  it
determines  that  liquidity conditions warrant  and  thus  cannot
predict sales for 2005.

Operating  income decreased $2.6 million during 2004 compared  to
2003  primarily due to the lower production discussed above.   In
addition  to  lower production, commission expenses increased  by
$1.3  million  in 2004.  As discussed in Note 2 to the  Condensed
Consolidated  Financial Statements, during 2004 Seaboard  made  a
commission  payment  of  $2.0 million  to  terminate  a  business
relationship.  These decreases were partially offset  by  reduced
bad debt expense.  During 2003, Seaboard recorded $4.5 million of
bad  debt expense as a result of the liquidity problems discussed
above.    Absent improvement to the economic conditions in the DR
including  the  related receivable collection issues,  management
cannot  predict  whether this segment will remain profitable  for
2005.   Foreign  currency gains and losses for this  segment  are
included in other income (expense) as discussed below.

Net  sales  for the Power segment increased by $6.5  million  for
2003  compared to 2002, despite curtailed production which  began
in  mid-December 2003, primarily reflecting an increase in rates.
During  2003,  spot prices increased primarily  as  a  result  of
higher fuel costs, a component of pricing.

Operating  income decreased for 2003 compared to  2002  primarily
reflecting an increase in the allowance for doubtful accounts and
increased transmission access tolls and fees.  For 2003, Seaboard
recorded a $4.5 million charge to earnings ($4.3 million  in  the
fourth  quarter)  for an increase in the allowance  for  doubtful
accounts compared to a credit of $2.9 million in 2002 (all in the
fourth  quarter)  as a result of recovery of previously  reserved
receivables.

All Other Segments

(Dollars in millions)                 2004      2003      2002
Net sales                           $  28.0   $  28.5   $  27.1
Operating income (loss)             $   3.3   $   2.0   $  (0.8)
Loss from foreign affiliates        $  (8.5)  $ (20.6)  $ (13.0)

The  improvement in operating income primarily reflects  improved
operations  for  the  pepper  processing  business.   For   2005,
management  expects operating income for All  Other  Segments  to
remain  positive.  Net sales and operating income for  all  other
businesses  increased  for  the  year  ended  December  31,  2003
compared  to  2002  primarily from improvements  in  the  Produce
Division   and   discontinuing  two  non-produce  related   small
businesses during early 2002.

The  loss  from  foreign affiliates in 2004  improved  from  2003
primarily  because Seaboard sold its equity method investment  in
Fjord  during  the  fourth quarter of 2003  as  discussed  below,
leaving  only  results from its investment in  a  Bulgarian  wine
business  (the  Business) in 2004.    As a  result  of  sustained
losses,  during  2004 Seaboard's common

<PAGE> 18

stock  investment  in  the  Business  was  reduced  to  zero, and
Seaboard began applying losses against its remaining investments,
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.   In the fourth quarter
of 2004, Seaboard recognized  a $3.6  million  decline  in  value
considered  other  than  temporary  in  its  investment  in  this
Business as a  charge  to  losses  from foreign  affiliates.  See
Note 13 to the  Consolidated  Financial  Statements  for  further
discussion. The  2004  losses  from  the  Business  also  include
Seaboard's share of inventory write-downs totaling  $0.8 million.
Losses for the Business in 2003  totaled $5.0  million, including
$1.5 million for Seaboard's share  of losses from a troubled debt
restructuring,  net  of   gains  from  the   sale  of  assets  as
discussed in Note 13  to  the Consolidated Financial  Statements,
compared to losses  of  $2.9  million  for 2002.

Seaboard's   share  of  losses  from  Fjord   in   2003   totaled
$15.5   million,  including  $12.4  million  related   to   asset
impairment charges incurred by Fjord, compared to losses of $10.2
million  in  2002.  During the fourth quarter of  2003,  Seaboard
sold its equity investment in Fjord and recognized a gain on  the
sale of $18.0 million, recorded in Other Investment Income.   See
Note  13  to  the Consolidated Financial Statements  for  further
discussion.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the  year
ended  December  31,  2004 increased by $9.7  million  to  $127.7
million  over  2003  primarily due to costs  in  the  Marine  and
Commodity  Trading and Milling segments related to the growth  of
these  businesses.  Partially offsetting this increase were lower
bad  debt expenses in the Power and Commodity Trading and Milling
segments.   As a percentage of revenues, SG&A decreased  to  4.8%
for 2004 compared to 6.0% for 2003 as a result of increased sales
in the Pork, Commodity Trading and Milling, and Marine segments.

Selling,  general  and administrative (SG&A)  expenses  increased
$15.1   million   to   $118.0  million   for   the   year   ended
December  31,  2003  compared to 2002.   The  increase  primarily
reflects  increased bad debt expense in the Power  and  Commodity
Trading  and  Milling segments as discussed above.  To  a  lesser
extent,  selling expenses also increased in the  Marine  and  the
Commodity  Trading and Milling segments related to the  expansion
of these businesses.  As a percentage of revenues, SG&A increased
to 6.0% in 2003 from 5.6% in 2002.

Interest Expense

Interest  expense  totaled  $26.4  million,  $26.8  million   and
$22.7  million  for the years ended December 31, 2004,  2003  and
2002,  respectively.  Interest expense decreased slightly  during
the  year  ended December 31, 2004 compared to 2003, as  Seaboard
repaid  a significant portion of the notes payable to banks  with
cash  from  operations  during  2004  partially  offset  by   the
increased  borrowings during the last half of 2003  as  discussed
above  in  the  Financing Activities, Debt and Related  Covenants
section.   The  increase  in  2003  interest  expense  from  2002
primarily reflects a higher average level of long-term borrowings
outstanding during the year.

Interest Income

Interest   income   totaled  $8.1  million,  $2.5   million   and
$5.9  million  for the years ended December 31,  2004,  2003  and
2002,  respectively.  The increase during 2004 primarily reflects
larger  amounts  of  interest received  from  past  due  customer
accounts  receivable  in  the Power  and  Commodity  Trading  and
Milling segments and, to a lesser extent, a higher level of short-
term  investments  during 2004.  The level  of  average  invested
funds  during  2003  decreased  from  2002,  resulting  in  lower
interest income for 2003 when compared to 2002.

Other Investment Income, Net

Other  investment income, net totaled $1.6 million, $21.4 million
and  $0.8 million for the years ended December 31, 2004, 2003 and
2002, respectively.  In the fourth quarter of 2003, Seaboard sold
its equity investment in Fjord, recognizing a nontaxable gain  of
$18.0  million  on  the  sale.  See Note 3  to  the  Consolidated
Financial Statements for further discussion.

Foreign Currency Gains (Losses)

For  the  year ended December 31, 2004, Seaboard recorded foreign
currency  gains  totaling $1.6 million, compared with  losses  of
$8.0  million and $17.1 million for the years ended December  31,
2003  and  2002,  respectively.  While the weakened  economy  and
liquidity  crisis  in  the  DR  continued  throughout  2004,  the
Dominican peso regained some of the value it had lost during 2003
when there was a significant devaluation.  Foreign currency gains
(losses) for

<PAGE> 19

2004, 2003 and 2002 in the  Power  segment  related  to   the  DR
totaled   $2.5   million,  $(6.7)  million,   and $(2.0) million,
respectively,  related  to  the  peso-denominated   net   assets,
primarily trade receivables.  The Argentine peso remained  fairly
stable  during  2004  and 2003 after significant  devaluation  in
2002. The 2002 foreign currency losses include $12.5 million  due
to   the   Argentine  peso  devaluation  effect  on  the   dollar
denominated net liabilities of the Sugar and Citrus segment.  See
Note  12  to  the Consolidated Financial Statements  for  further
discussion.   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  totaled $(3.6)  million,  $7.4  million  and
$(5.7)  million for the years ended December 31, 2004,  2003  and
2002,  respectively.  Miscellaneous, net includes the  impact  of
changing  interest rates on interest rate swap  agreements  which
mature  in 2011.  Seaboard pays a weighted average fixed rate  of
5.52%  on  the notional amount of $150.0 million and  receives  a
variable interest rate in return.  These contracts are marked-to-
market.   During 2004, 2003 and 2002 Seaboard recorded losses  of
$4.6  million,  $2.3  million,  and $25.0  million  respectively,
related  to  these swaps, reflecting the higher contracted  fixed
rate  compared to variable rates during those years.  These  swap
agreements  do not qualify as hedges for accounting purposes  and
accordingly, changes in the market value are recorded to earnings
as  interest  rates  change.   See Note  9  to  the  Consolidated
Financial Statements for additional discussion.  Also included in
each   year  are  gains  of  $0.7  million,  $7.0  million,   and
$18.3  million,  respectively, of proceeds  from  settlements  of
antitrust  litigation,  primarily arising  out  of  purchases  of
vitamins and methionine, feed additives used by Seaboard.

Income Tax Expense

The  effective tax rate decreased for 2004 compared to 2003.  The
decrease  is primarily related to a settlement with the  Internal
Revenue  Service,  resulting in a tax benefit  of  $14.4  million
which  was recognized in the fourth quarter of 2004.  See Note  7
to the Consolidated Financial Statements for further discussion.

During  2003, Seaboard generated income from foreign  operations,
which  it planned to permanently invest overseas, free from  U.S.
tax,  and  domestic source income.  In addition, while  the  2003
sale  of  Seaboard's equity interest in Fjord  generated  a  book
gain,  it  generated a capital loss for U.S. income tax purposes.
Because  of  the  uncertainty surrounding Seaboard's  ability  to
utilize this loss, the tax benefit of this loss was offset  by  a
valuation  allowance.  In the event Seaboard generates sufficient
capital  gains to utilize the capital losses, a tax benefit  will
be  recognized.  During 2002, Seaboard generated domestic  source
losses   and   also  recognized  a  one-time   tax   benefit   of
$14.3  million related to the cumulative basis difference in  the
Argentine  Sugar  and  Citrus subsidiary.   See  Note  7  to  the
Consolidated Financial Statements for further discussion.

OTHER FINANCIAL INFORMATION

Seaboard  is  subject  to various federal and  state  regulations
regarding environmental protection and land and water use.  Among
other  things, these regulations affect the disposal of livestock
waste  and  corporate  farming matters  in  general.   Management
believes it is in compliance, in all material respects, with  all
such  regulations.   Laws and regulations  in  the  states  where
Seaboard  currently conducts its pork operations are restrictive.
Future  changes in environmental or corporate farming laws  could
affect the manner in which Seaboard operates its business and its
cost structure.

During the fourth quarter of 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
will  be  favorable for Seaboard.  Of particular  note,  the  Act
repeals the prior law treatment of shipping income as a component
of  subpart  F income.  This change could allow Seaboard's  post-
2004  shipping income to avoid current taxation in the  U.S.  and
could  have a material impact on Seaboard's future effective  tax
rate  and cash tax payments.  The Act will 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.  See Note 7 to the Consolidated  Financial
Statements for further discussion.

On  December 21, 2004, the Financial Accounting Standard's  Board
(FASB)  issued  FASB Staff Position 109-1, "Application  of  FASB
Statement No. 109, Accounting for Income Taxes (SFAS 109), to the
Tax  Deduction on

<PAGE> 20

Qualified  Production  Activities  Provided by the American  Jobs
Creations  Act  of  2004"  (FSP 109-1).   FSP  109-1,  which  was
effective upon issuance, states the deduction should be accounted
for as a special deduction in accordance with SFAS 109. FSP 109-1
will not have a material impact on Seaboard's  financial position
or net earnings based on its current tax situation.  See  Note  7
to the Consolidated Financial Statements for  further discussion.

On  December  21, 2004, the FASB also issued FASB Staff  Position
109-2,  "Accounting  and  Disclosure  Guidance  for  the  Foreign
Earnings Repatriation Provision within the American Jobs Creation
Act  of  2004"  (FSP109-2).  FSP 109-2, which was effective  upon
issuance,  allows  companies time beyond the financial  reporting
period  of  enactment  to  evaluate the effect  of  the  earnings
repatriation   provision  on  its  plan   for   reinvestment   or
repatriation  of  foreign  earnings  for  purposes  of   applying
Statement of SFAS 109.  Additionally, FSP 109-2 provides guidance
regarding   the  required  disclosures  surrounding  a  company's
reinvestment  or  repatriation  of  foreign  earnings.   Seaboard
continues to evaluate this provision of the Act to determine  the
amount  of foreign earnings to repatriate and expects to complete
its  evaluation by the end of the second quarter  of  2005.   See
Note  7  to  the  Consolidated Financial Statements  for  further
discussion.

In  November  2004,  the  Financial Accounting  Standard's  Board
issued  Statement  of  Financial Accounting  Standards  No.  151,
Inventory  Costs  (SFAS 151).  This statement  amends  Accounting
Research  Board  No.  43 to clarify the accounting  for  abnormal
amounts  of  idle facility expense, freight, handling costs,  and
wasted material (spoilage).   SFAS 151 requires that those  items
be  recognized  as current period charges regardless  of  whether
they meet the criterion of "so abnormal".  In addition, SFAS  151
requires  that  allocation of fixed production overheads  to  the
costs  of  conversion  be  based on the normal  capacity  of  the
production facilities.  Any costs outside the normal range  would
be  considered  a period expense instead of an inventoried  cost.
For  Seaboard,  this standard is effective for  the  fiscal  year
beginning  January  1, 2006.  The adoption of  SFAS  151  is  not
expected  to  have  a  material impact  on  Seaboard's  financial
position or net earnings.

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

CRITICAL ACCOUNTING ESTIMATES

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

Allowance  for  doubtful  accounts - Seaboard  primarily  uses  a
specific  identification approach, in management's best judgment,
to   evaluate   the  adequacy  of  this  reserve  for   estimated
uncollectible  receivables as of the consolidated  balance  sheet
date.   Changes  in estimates, developing trends  and  other  new
information  can  have a material effect on  future  evaluations.
Furthermore, Seaboard's receivables are heavily weighted  towards
foreign    receivables    ($205.7    million    or    75.9%    at
December 31, 2004), including receivables from foreign affiliates
as  discussed  below  and  the  Power  segment,  which  generally
represent   more   of  a  collection  risk  than   its   domestic
receivables.   For  the  Power  segment  which  operates  in  the
Dominican  Republic (DR), collection patterns have been  sporadic
and  are sometimes based upon negotiated settlements for past due
receivables resulting in material revisions to the allowance  for
doubtful  accounts  from  year to  year.   See  Note  13  to  the
Consolidated Financial Statements for further discussion of  2004
events  in the DR.  Bad debt expense for the years ended December
31,  2004, 2003 and 2002 was $2.5 million, $8.5 million and  $0.1
million, respectively.  Future collections or lack thereof  could
result  in  a material charge or credit to earnings depending  on
the  ultimate  resolution of each individual  customer  past  due
receivable.

Investments  in and advances to foreign affiliates  -  Management
uses  the equity method of accounting for these investments.   At
the   balance   sheet  date,  management  will  evaluate   equity
investments and related advances for a potential decline in value
deemed  to  be  other  than  temporary when  management  believes
conditions  warrant  such an

<PAGE> 21

assessment.  If management  believes   conditions    warrant   an
assessment,  such  assessment  encompasses  various   methods  to
determine net realizable  value,  including methods  based on the
probability weighting of  various  future projected net cash flow
scenarios expected  to be generated by the long-lived  assets  of
the entity, and the resulting  ability  of that entity  to  repay
its debt and equity  based  on priority, probability weighting of
various future projected  net  cash  flow scenarios  expected  to
be realized  through  the  sale  of the ownership interest of the
investment, or other  methods  to  assess the  fair  value of the
investment.  For example, as  more  fully discussed in Note 13 to
the Consolidated Financial Statements, in 2004  Seaboard incurred
a  $3.6  million  charge  to  earnings  for  a decline  in  value
considered   other   than   temporary   for   its investment in a
Bulgarian wine business.  The fair  value of  this investment  as
of   December 31,  2004 was  based  on  probability weightings of
current  sale  negotiation  information and  available fair value
information for the remaining assets.  These projected cash flows
and other methods are subjective  in  nature  and  are  based  on
management's best estimates and judgment.  In addition,  in  most
cases there is very little industry  market  data  available  for
the  countries  in   which   these   operations   conduct   their
business.   Since  these investments mostly involve  entities  in
foreign countries considered underdeveloped, changes in the local
economy  or  political  environment may occur  suddenly  and  can
materially  alter the evaluation and estimates  used  to  project
cash  flows.   In  most cases, Seaboard has an  ongoing  business
relationship through sales of grain to these entities  that  also
includes  receivables from these foreign affiliates.   Management
considers  the  long-term business prospects of such  investments
when  making  its  assessment.  At December 31, 2004,  the  total
investment  in  and  advances  to foreign  affiliates  was  $38.0
million.  See Note 5 to the Consolidated Financial Statements for
further discussion.

Income Taxes - Income taxes are determined by management based on
current   tax   regulations  in  the  various  worldwide   taxing
jurisdictions  in  which  Seaboard  conducts  its  business.   In
various situations, accruals have been made for estimates of  the
tax  effects  for certain transactions, business structures,  the
estimated  reversal  of timing differences and  future  projected
profitability  of  Seaboard's various  business  units  based  on
management's interpretation of existing facts, circumstances  and
tax  regulations.   Should  new  evidence  come  to  management's
attention  which could alter previous conclusions  or  if  taxing
authorities  disagree with the positions taken by  Seaboard,  the
change  in  estimate  could  result  in  a  material  adverse  or
favorable   impact   on   the  financial   statements.    As   of
December   31,  2004,  Seaboard  has  deferred  tax   assets   of
$34.3  million, net of the valuation allowance of $22.9  million,
and  deferred tax liabilities of $145.5 million.  For  the  years
ended  December  31,  2004,  2003 and 2002,  income  tax  expense
included  $40.1  million, $11.9 million and $(26.2)  million  for
deferred  taxes  to  federal, foreign,  state  and  local  taxing
jurisdictions.

Contingent  liabilities  -  Management has  evaluated  Seaboard's
various exposures, including environmental exposures of its  Pork
segment,  as  described in Note 11 to the Consolidated  Financial
Statements.    Based  on  currently  available  information   and
analysis,  management has analyzed the potential  probability  of
the  various exposures and believes that all such items have been
adequately accrued for and reflected in the consolidated  balance
sheet  as  of  December 31, 2004.  Changes in information,  legal
statutes  or events could result in management making changes  in
estimates  that  could  have a material  adverse  impact  on  the
financial statements.

DERIVATIVE INFORMATION

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 the open purchase  derivatives
when  the related commodity inventory is purchased in advance  of
the  derivative  maturity,  effectively  offsetting  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, and fuel oil derivatives  may  be
used  to lock in future vessel bunker costs.  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.

Inventories  that  are sensitive to changes in commodity  prices,
including  carrying amounts at December 31, 2004  and  2003,  are
presented  in  Note  4 to the Consolidated Financial  Statements.
Raw material requirements, finished

<PAGE> 22

product sales, and firm sales commitments  are  also sensitive to
changes in commodity prices. The tables below provide information
about Seaboard's derivative  contracts  that  are   sensitive  to
changes in  commodity  prices.  Although  used  to manage overall
market risks, Seaboard does  not perform  the  extensive  record-
keeping  required   to  account  for  commodity  transactions  as
hedges.   Management  continues to believe its  commodity futures
and options are economic hedges and not speculative  transactions
although they do  not  qualify as hedges for accounting purposes.
Since  these  derivatives  are  not  accounted  for   as  hedges,
fluctuations in  the  related   commodity  prices  could  have  a
material impact on earnings  in  any  given year.  The  following
tables  present  the  notional  quantity amounts,  the   weighted
average contract  prices,  the  contract maturities, and the fair
values of the open commodity derivative positions at December 31,
2004.

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

Corn purchases - long       8,020,893 bushels $  2.48       2005      $(1,043)
Corn sales - short          2,598,889 bushels    2.97       2005          502

Wheat purchases - long      8,814,221 bushels    3.46       2005          (84)
Wheat sales - short         6,567,253 bushels    3.51       2005          511

Soybean meal purchases -
 long                         215,100 tons     169.98       2005       (1,224)
Soybean meal sales -
 short                        134,100 tons     159.61       2005         (432)

Soybean purchases -
 long                       1,365,000 bushels    5.40       2005          106
Soybean sales - short       1,665,000 bushels    5.30       2005         (296)

Soybean oil sales -
 short                      2,100,000 pounds     0.21       2005           11

Fuel oil purchases -
 long                           1,500 tons     218.00       2005          (52)

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

Soybean meal puts
 written - long                 8,800 tons    $  1.75       2005      $    (4)
Soybean meal calls
 purchased - long               8,800 tons       5.75       2005           68

Corn puts written - long      220,452 bushels    0.21       2005          (95)
Corn puts purchased - long     36,742 bushels    0.15       2005           16
Corn calls purchased - long
 collars                      293,936 bushels    0.12       2005           13
Corn calls written - short    293,936 bushels    0.39       2005          (13)

At  December  31,  2003, Seaboard had net  trading  contracts  to
purchase 11,492,000 bushels of grain (fair value of $441,000) and
96,600 tons of meal (fair value of $3,319,000).

The  table below provides information about the forward  currency
exchange agreements entered into by Seaboard's commodity  trading
business  and the related firm commitments and trade  receivables
and  financial instruments sensitive to foreign currency exchange
rates at December 31, 2004.  As more fully discussed in Note 1 to
the  Consolidated Financial Statements, through December 31, 2004
the  majority of these forward exchange agreements were accounted
for  as  hedges.   As  of January 1, 2005, Seaboard  discontinued
accounting  for  all forward exchange agreement as  hedges.   The
information below is presented in U.S. dollar equivalents and all
contracts  mature  through March 2006.  The  table  presents  the
contract  or historical cost, change in fair values and  weighted
average contractual exchange rate.

<PAGE> 23

December 31, 2004                                  Contract or       Change in
(Dollars in thousands)                           Historical Cost    Fair Values

Trading:
  Forward  exchange agreements (receive $U.S./
   pay  South  African rand (ZAR))                     $21,709         $    90

Nontrading:
 Hedged items:
  Accounts receivables and firmly committed
   sales contracts (denominated in ZAR)                $76,767         $ 6,609
  Accounts receivables and firmly committed
   sales contracts (denominated in Euro)               $   779         $    30

 Related derivatives:
  Forward exchange agreements (receive $U.S./pay ZAR)  $76,767         $(6,693)
  Forward exchange agreements (receive $U.S./pay Euro) $   778         $   (30)

Weighted average contractual exchange rates:
 Forward exchange agreements (receive $U.S./pay ZAR)      6.14
 Forward exchange agreements (receive $U.S./pay Euro)     0.77

At December 31, 2003, Seaboard had net agreements to exchange the
equivalent  of  $78,969,000 of South African rand at  an  average
contractual  exchange rate of 7.06 ZAR to  one  U.S.  dollar  and
$773,000  of  euros at an average rate of 0.83 euro to  one  U.S.
dollar.

The table below provides information about Seaboard's non-trading
financial instruments sensitive to changes in interest  rates  at
December  31,  2004.   For debt obligations, the  table  presents
principal cash flows and related weighted average interest  rates
by expected maturity dates.  At December 31, 2004, long-term debt
included   foreign  subsidiary  obligations   of   $2.4   million
denominated  in  CFA francs (a currency used in  several  central
African countries), $1.9 million payable in Argentine pesos,  and
$0.8    million   denominated   in   Mozambique   metical.     At
December  31,  2003,  long-term debt included foreign  subsidiary
obligations   of   $2.5  million  payable  in  Argentine   pesos,
$2.4   million  denominated  in  CFA  francs,  and  $2.0  million
denominated in U.S. dollars.  Weighted average variable rates are
based  on  rates  in  place  at the reporting  date.   Short-term
instruments    including   short-term   investments,    non-trade
receivables  and current notes payable have carrying values  that
approximate  market and are not included in  this  table  due  to
their short-term nature.

(Dollars in thousands)  2005    2006    2007    2008    2009  Thereafter  Total

Long-term debt:

 Fixed rate           $60,443 $41,991 $65,049 $13,864 $49,453  $50,398 $281,198

 Average interest rate  6.78%   6.88%   4.38%   5.73%   5.97%    5.47%    5.82%

 Variable rate        $   313 $     - $     - $     - $     -  $41,789 $ 42,102

 Average interest rate   7.0%       -       -       -       -    2.08%    2.11%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2003 consisted of fixed rate long-
term  debt totaling $335.2 million with an average interest  rate
of 6.02%, and variable rate long-term debt totaling $43.3 million
with an average interest rate of 1.34%.

Seaboard  entered  into  five, ten-year  interest  rate  exchange
agreements during 2001 in which Seaboard pays a stated fixed rate
and  receives  a  variable rate of interest on a  total  notional
amount  of $150.0 million.  As of December 31, 2004, the weighted
average fixed rate payable was 5.52% and the aggregate fair value
of  the  contracts  at December 31, 2004 of $(12.4)  million  was
recorded  in  accrued financial derivative  liabilities.   As  of
December  31,  2003, these agreements had a  net  fair  value  of
$(14.2) million.

<PAGE> 24

Management's Responsibility for Consolidated Financial Statements

The  management  of  Seaboard Corporation  and  its  consolidated
subsidiaries (Seaboard) is responsible for the preparation of its
consolidated   financial  statements  and   related   information
appearing   in  this  report.   Management  believes   that   the
consolidated  financial  statements  fairly  present   Seaboard's
financial  position and results of operations in conformity  with
U.S.  generally  accepted accounting principles  and  necessarily
includes amounts that are based on estimates and judgments  which
it  believes  are reasonable based on current circumstances  with
due consideration given to materiality.

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

All  internal control systems, no matter how well designed,  have
inherent  limitations.  Internal control over financial reporting
is  a process that involves human diligence and compliance and is
subject to lapses in judgment and breakdowns resulting from human
failures.   Therefore,  even  those  systems  determined  to   be
effective  can provide only reasonable assurance with respect  to
financial statement preparation and presentation.

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

The  consolidated financial statements have been audited  by  the
independent registered public accounting firm of KPMG LLP.  Their
responsibility is to examine records and transactions related  to
the  consolidated financial statements to the extent required  by
the  standards of the Public Company Accounting Oversight  Board.
KPMG  has  rendered their opinion that the consolidated financial
statements  are  fairly presented, in all material  respects,  in
conformity  with  U.S. generally accepted accounting  principles.
Their report is included herein.


Management's Report on Internal Control over Financial Reporting

The  management  of  Seaboard Corporation  and  its  consolidated
subsidiaries  (Seaboard)  is  responsible  for  establishing  and
maintaining  adequate internal control over financial  reporting,
as  such term is defined in Exchange Act Rules 13a-15(f).   Under
the  supervision and with the participation of management and its
Internal  Audit Department, Seaboard conducted an  evaluation  of
the   effectiveness  of  its  internal  control  over   financial
reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations  of
the  Treadway  Commission (COSO).  Based on its evaluation  under
the   framework  in  Internal  Control  -  Integrated  Framework,
management  concluded  that  Seaboard's  internal  control   over
financial reporting was effective as of December 31, 2004.

Seaboard's  registered independent public accounting  firm,  that
audited  the  consolidated financial statements included  in  the
annual  report,  have  issued  an audit  report  on  management's
assessment   of   Seaboard's  internal  control  over   financial
reporting.  Their report is included herein.

<PAGE> 25

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have audited the accompanying consolidated balance sheets  of
Seaboard  Corporation  and  subsidiaries  (the  Company)  as   of
December   31,  2004  and  2003,  and  the  related  consolidated
statements of earnings, changes in equity and cash flows for each
of  the  years in the three-year period ended December 31,  2004.
These consolidated financial statements are the responsibility of
the  Company's  management. Our responsibility is to  express  an
opinion on these consolidated financial statements based  on  our
audits.

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

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position   of  Seaboard  Corporation  and  subsidiaries   as   of
December  31, 2004 and 2003, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.

As discussed in Note 1 to the Consolidated Financial Statements,
the  Company adopted Statement of Financial Accounting  Standards
No.  143, "Accounting for Asset Retirement Obligations", and FASB
Interpretation  No.  46,  "Consolidation  of  Variable   Interest
Entities",  and  changed  its  method  of  accounting  for  costs
expected to be incurred during regularly scheduled drydocking  of
vessels  from the accrual method to the direct-expense method  in
2003.

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
effectiveness  of  Seaboard Corporation's internal  control  over
financial  reporting as of December 31, 2004, based  on  criteria
established in Internal Control - Integrated Framework issued  by
the   Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission  (COSO), and our report dated March 4, 2005  expressed
an  unqualified opinion on management's assessment  of,  and  the
effective   operation   of,  internal  control   over   financial
reporting.

                                      /s/ KPMG LLP

Kansas City, Missouri
March 4, 2005

<PAGE> 26

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We   have  audited  management's  assessment,  included  in   the
accompanying   Management's  Report  on  Internal  Control   Over
Financial   Reporting,   that  Seaboard  Corporation   maintained
effective  internal  control  over  financial  reporting  as   of
December  31,  2004,  based on criteria established  in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring  Organizations  of  the  Treadway  Commission  (COSO).
Seaboard  Corporation's management is responsible for maintaining
effective internal control over financial reporting and  for  its
assessment   of  the  effectiveness  of  internal  control   over
financial reporting. Our responsibility is to express an  opinion
on management's assessment and an opinion on the effectiveness of
the Company's internal control over financial reporting based  on
our audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about whether effective  internal  control
over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over  financial  reporting, evaluating  management's  assessment,
testing and evaluating the design and operating effectiveness  of
internal  control,  and performing such other  procedures  as  we
considered  necessary in the circumstances. We believe  that  our
audit provides a reasonable basis for our opinion.

A  company's  internal  control over  financial  reporting  is  a
process  designed to provide reasonable assurance  regarding  the
reliability  of  financial  reporting  and  the  preparation   of
financial  statements for external purposes  in  accordance  with
generally  accepted accounting principles.  A company's  internal
control  over  financial reporting includes  those  policies  and
procedures  that (1) pertain to the maintenance of records  that,
in   reasonable  detail,  accurately  and  fairly   reflect   the
transactions  and dispositions of the assets of the company;  (2)
provide  reasonable assurance that transactions are  recorded  as
necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting  principles,  and
that receipts and expenditures of the company are being made only
in  accordance with authorizations of management and directors of
the  company;  and  (3)  provide reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use,
or disposition of the company's assets that could have a material
effect on the financial statements.

Because  of  its  inherent  limitations,  internal  control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because of changes in conditions, or that the  degree
of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that Seaboard Corporation
maintained effective internal control over financial reporting as
of December 31, 2004, is fairly stated, in all material respects,
based  on  criteria  established in  Internal  Control-Integrated
Framework issued by the Committee of Sponsoring Organizations  of
the  Treadway  Commission (COSO). Also, in our opinion,  Seaboard
Corporation  maintained,  in  all  material  respects,  effective
internal  control  over financial reporting as  of  December  31,
2004,    based    on    criteria    established    in    Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring Organizations of the Treadway Commission (COSO).

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
consolidated   balance   sheets  of  Seaboard   Corporation   and
subsidiaries  as of December 31, 2004 and 2003, and  the  related
consolidated statements of earnings, changes in equity, and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31, 2004, and our report dated March 4, 2005  expressed
an   unqualified   opinion   on  those   consolidated   financial
statements.   Our  report dated March 4, 2005  also  contains  an
explanatory  paragraph  that  states  that  the  Company  adopted
Statement  of Financial Standards No. 143, "Accounting for  Asset
Retirement   Obligations,"  and  FASB  Interpretation   No.   46,
"Consolidation  of Variable Interest Entities," and  changed  its
method  of  accounting for costs expected to be  incurred  during
regularly scheduled drydocking of vessels from the accrual method
to the direct-expense method in 2003.


                                      /s/ KPMG LLP

Kansas City, Missouri
March 4, 2005

<PAGE> 27

                          Seaboard Corporation
                       Consolidated Balance Sheets

                                                          December 31,
(Thousands of dollars except per share amounts)        2004         2003

                        Assets
Current assets:
   Cash and cash equivalents                      $   14,620    $   37,377
   Short-term investments                            119,259        58,022
   Receivables:
      Trade                                          199,253       152,136
      Due from foreign affiliates                     49,038        47,979
      Other                                           12,362        13,257
                                                     260,653       213,372
      Allowance for doubtful accounts                (14,524)      (23,359)
        Net receivables                              246,129       190,013
   Inventories                                       301,049       276,033
   Deferred income taxes                              14,341        17,972
   Other current assets                               48,040        35,419
        Total current assets                         743,438       614,836
Investments in and advances to foreign affiliates     38,001        46,680
Net property, plant and equipment                    603,382       643,968
Other assets                                          51,873        20,207
Total Assets                                      $1,436,694    $1,325,691

           Liabilities and Stockholders' Equity
Current liabilities:
   Notes payable to banks                         $    1,789    $   75,564
   Current maturities of long-term debt               60,756        56,983
   Accounts payable                                   83,506        61,817
   Accrued compensation and benefits                  50,081        42,509
   Income taxes payable                               29,660        19,692
   Accrued voyage costs                               25,134        20,682
   Accrued financial derivative liabilities           19,445        20,109
   Other accrued liabilities                          38,535        46,734
      Total current liabilities                      308,906       344,090
Long-term debt, less current maturities              262,544       321,555
Deferred income taxes                                125,559        85,295
Other liabilities                                     44,865        46,720
      Total non-current and deferred liabilities     432,968       453,570
Minority and other noncontrolling interests            2,138         7,466
Commitments and contingent liabilities
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              (53,741)      (61,527)
   Retained earnings                                 745,168       580,837
      Total stockholders' equity                     692,682       520,565
Total Liabilities and Stockholders' Equity        $1,436,694    $1,325,691

         See accompanying notes to consolidated financial statements.

<PAGE> 28

                            Seaboard Corporation
                     Consolidated Statements of Earnings


(Thousands of dollars                       Years ended December 31,
except per share amounts)                 2004        2003        2002
Net sales:
Products                              $2,088,030  $1,474,101  $1,365,314
Service revenues                         539,564     437,617     400,887
Other                                     56,386      69,622      63,106
Total net sales                        2,683,980   1,981,340   1,829,307
Cost of sales and operating expenses:
Products                               1,844,693   1,362,904   1,296,370
Services                                 416,132     379,681     337,177
Other                                     44,177      51,934      45,717
Total cost of sales and operating
 expenses                              2,305,002   1,794,519   1,679,264
Gross income                             378,978     186,821     150,043
Selling, general and administrative
 expenses                                127,724     118,035     102,918
Operating income                         251,254      68,786      47,125
Other income (expense):
   Interest expense                      (26,406)    (26,847)    (22,659)
   Interest income                         8,132       2,520       5,887
   Other investment income, net            1,629      21,440         757
   Loss from foreign affiliates           (2,045)    (21,274)    (16,826)
   Minority and other noncontrolling
    interests                               (625)       (332)     (1,087)
   Foreign currency gain (loss), net       1,616      (7,965)    (17,143)
   Miscellaneous, net                     (3,644)      7,393      (5,696)
Total other income (expense), net        (21,343)    (25,065)    (56,767)
Earnings (loss) before income taxes
 and cumulative effect of changes in
 accounting principles                   229,911      43,721      (9,642)
Income tax benefit (expense)             (61,815)    (14,747)     23,149
Earnings before cumulative effect of
 changes in accounting principles        168,096      28,974      13,507
Cumulative effect of changes in
 accounting for asset retirement
 obligations, drydock accruals, and
 variable interest entities, net of
 income tax expense of $52                     -       2,868           -
Net earnings                          $  168,096  $   31,842  $   13,507

Net earnings per common share:
 Net earnings before cumulative effect
  of changes in accounting principles $   133.94  $    23.08  $     9.38
 Cumulative effect of changes in
  accounting for asset retirement
  obligations, drydock accruals,
  and variable interest entities               -        2.29           -
Net earnings per common share         $   133.94  $    25.37  $     9.38

Dividends declared per common share   $     3.00  $     3.00  $     2.50

Average number of shares outstanding   1,255,054   1,255,054   1,439,753

Pro forma amounts assuming changes in
 accounting for asset retirement
 obligations, drydock accruals, and
 variable interest entities were
 applied retroactively:
   Net earnings                                   $   28,800  $   13,373
   Net earnings per common share                  $    22.95  $     9.29

        See accompanying notes to consolidated financial statements.

<PAGE> 29

<TABLE>
<CAPTION>
                                              Seaboard Corporation
                                  Consolidated Statement of Changes in Equity


                                                                     Accumulated
                                                                        Other
(Thousands of dollars                 Common  Treasury   Additional Comprehensive   Retained
 except per share amounts)             Stock    Stock      Capital       Loss       Earnings    Total
<S>                                   <C>      <C>       <C>           <C>          <C>        <C>
Balances, January 1, 2002             $1,790   $(302)    $ 13,214      $(62,873)    $576,591   $528,420
Comprehensive income
   Net earnings                                                                       13,507     13,507
   Other comprehensive loss net
     of income tax benefit of $37,557:
       Foreign currency translation
         adjustment                                                          33                      33
       Unrealized gain on investments                                       282                     282
       Unrecognized pension cost                                         (4,526)                 (4,526)
       Amortization of deferred
         gains on interest rate swaps                                      (200)                   (200)
Comprehensive income                                                                              9,096
Repurchase of common stock and
  cancellation of treasury stock        (535)    302      (13,214)                   (33,794)   (47,241)
Dividends on common stock                                                             (3,544)    (3,544)
Balances, December 31, 2002            1,255       -            -       (67,284)     552,760    486,731
Comprehensive income
   Net earnings                                                                       31,842     31,842
   Other comprehensive income net
     of income taxes of $3,470:
       Foreign currency translation
         adjustment                                                       6,065                   6,065
       Unrealized loss on investments                                      (104)                   (104)
       Unrecognized pension cost                                             27                      27
       Unrealized loss on cash flow hedges                                  (30)                    (30)
       Amortization of deferred
         gains on interest rate swaps                                      (201)                   (201)
Comprehensive income                                                                             37,599
Dividends on common stock                                                             (3,765)    (3,765)
Balances, December 31, 2003            1,255       -            -       (61,527)     580,837    520,565
Comprehensive income
   Net earnings                                                                      168,096    168,096
   Other comprehensive income net
     of income taxes of $4,329:
       Foreign currency translation
         adjustment                                                       2,504                   2,504
       Unrealized gain on investments                                       243                     243
       Unrecognized pension cost                                          5,397                   5,397
       Unrealized loss on cash flow hedges                                 (158)                   (158)
       Amortization of deferred
         gains on interest rate swaps                                      (200)                   (200)
Comprehensive income                                                                            175,882
Dividends on common stock                                                             (3,765)    (3,765)
Balances, December 31, 2004           $1,255   $   -     $      -      $(53,741)    $745,168   $692,682
<FN>
                              See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 30

                                 Seaboard Corporation
                           Consolidated Statement Cash Flows

                                                     Years ended December 31,
(Thousands of dollars)                                2004     2003      2002
   Cash flows from operating activities:
   Net earnings                                    $ 168,096 $ 31,842 $ 13,507
   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                  64,620   64,203   52,636
       Loss from foreign affiliates                    2,045   21,274   16,826
       Other investment income, net                   (1,629) (21,440)    (757)
       Foreign currency exchange (gains) losses         (229)  (3,775)  15,552
       Cumulative effect of accounting changes, net        -   (2,868)       -
       Deferred income taxes                          39,566    7,773  (26,244)
       Loss (gain) from sale of fixed assets          (1,350)   1,280   (1,452)
   Changes in current assets and liabilities:
        Receivables, net of allowance                (70,133)  14,067  (28,408)
        Inventories                                  (18,744) (28,983) (50,917)
        Other current assets                         (12,266)  12,039   (3,292)
        Current liabilities exclusive of debt         30,851   (7,634)  41,693
   Other, net                                         (6,732)   3,913   (1,658)
Net cash from operating activities                   194,095   91,691   27,486
   Cash flows from investing activities:
   Purchase of short-term investments               (317,479) (88,453)(129,806)
   Proceeds from the sale of short-term investments  256,448   51,246  223,643
   Proceeds from the maturity of short-term
    investments                                            -      165    2,725
   Proceeds from disposition of investment in
    foreign affiliate                                      -   37,390        -
   Investments in and advances to foreign
    affiliates, net                                    3,037   (1,388) (27,674)
   Capital expenditures                              (33,622) (31,472)(149,879)
   Proceeds from the sale of fixed assets              9,254   10,054    3,321
   Other, net                                            368      436    6,166
Net cash from investing activities                   (81,994) (22,022) (71,504)
   Cash flows from financing activities:
   Notes payable to banks, net                       (73,775)    (548)  38,409
   Proceeds from issuance of long-term debt                -        -  109,000
   Principal payments of long-term debt              (54,236) (52,922) (51,352)
   Repurchase of minority interest in a controlled
    subsidiary                                        (5,000)       -        -
   Purchase of common stock                                -        -  (47,241)
   Dividends paid                                     (3,765)  (3,765)  (3,544)
   Bond construction fund                              1,289      654      563
   Other, net                                         (1,357)  (1,588)       -
Net cash from financing activities                  (136,844) (58,169)  45,835
Effect of exchange rate change on cash                 1,986    2,635   (1,572)
Net change in cash and cash equivalents              (22,757)  14,135      245
Cash and cash equivalents at beginning of year        37,377   23,242   22,997
Cash and cash equivalents at end of year           $  14,620 $ 37,377 $ 23,242

            See accompanying notes to consolidated financial statements.

<PAGE> 31


Note 1
Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation  and  its  subsidiaries  (Seaboard)  is   a
diversified international agribusiness and transportation company
primarily engaged domestically in pork production and processing,
and  cargo shipping.  Overseas, Seaboard is primarily engaged  in
commodity   merchandising,  flour   and   feed   milling,   sugar
production,  and electric power generation.  Seaboard  Flour  LLC
(the  Parent  Company)  is  the  owner  of  70.7%  of  Seaboard's
outstanding common stock.

Principles of Consolidation and Investments in Affiliates

The  consolidated financial statements include  the  accounts  of
Seaboard  Corporation and its domestic and foreign  subsidiaries.
All  significant intercompany balances and transactions have been
eliminated  in  consolidation.  The investments in non-controlled
foreign  affiliates  are  accounted for  by  the  equity  method.
Financial  information  from  certain  foreign  subsidiaries  and
affiliates is reported on a one- to three-month lag depending  on
the specific entity.

Short-term Investments

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

Accounts Receivable

Accounts  receivable  are  recorded at the  invoiced  amount  and
generally  do  not  bear interest.  The Power  segment,  however,
collects  interest on certain past due accounts and the Commodity
Trading  and Milling segment provides extended payment terms  for
certain   customers   and/or  markets  due  to   local   business
conditions.   The allowance for doubtful accounts  is  Seaboard's
best  estimate  of  the  amount  of  probable  credit  losses  in
Seaboard's  existing  accounts receivable.   For  most  operating
segments,  Seaboard  uses a specific identification  approach  to
determine, in management's best judgment, the collection value of
certain past due accounts.  For the Marine segment, the allowance
for doubtful accounts is based on an aging percentage methodology
primarily  based  on  historical write-off experience.   Seaboard
reviews  its  allowance for doubtful accounts  monthly.   Account
balances are charged off against the allowance after all means of
collection have been exhausted and the potential for recovery  is
considered remote.

Inventories

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

Property, Plant and Equipment

Property,  plant and equipment are carried at cost and are  being
depreciated  generally on the straight-line  method  over  useful
lives  ranging from 3 to 30 years.  Property, plant and equipment
leases  which  are deemed to be installment purchase  obligations
have  been  capitalized and included in the property,  plant  and
equipment  accounts.   Routine maintenance,  repairs,  and  minor
renewals  are  charged  to operations while  major  renewals  and
improvements are capitalized.

Deferred Grant Revenue

Included  in other liabilities at December 31, 2004 and  2003  is
$8,587,000  and  $9,010,000,  respectively,  of  deferred   grant
revenue.   Deferred grant revenue represents economic development
funds  contributed by government entities that  were  limited  to
construction  of  a hog processing facility in Guymon,  Oklahoma.
Deferred  grants are being amortized to income over the  life  of
the assets acquired with the funds.

<PAGE> 32

Income Taxes

Deferred income taxes are recognized for the tax consequences  of
temporary  differences by applying enacted  statutory  tax  rates
applicable  to future years to differences between the  financial
statement  carrying amounts and the tax bases of existing  assets
and    liabilities.  However,  in   the   future  as these timing
differences   reverse, a  lower  statutory  tax  rate  may  apply
pursuant  to  the  provisions  for domestic manufacturers of  the
American  Jobs  Creation  Act of 2004.  In accordance   with  the
Financial  Accounting Standards Board Staff Position  No.  109-1,
Application of FASB  Statement  No. 109, "Accounting  for  Income
Taxes, to the Tax Deduction on  Qualified  Production  Activities
Provided  by  the  American Jobs  Creation Act of 2004", Seaboard
will recognize the benefit or cost of this change in the future.

Revenue Recognition

Revenue  of the containerized cargo service is recognized ratably
over  the transit time for each voyage.  Revenue of the commodity
trading business is recognized when the commodity is delivered to
the  customer.  Revenues from all other commercial exchanges  are
recognized at the time products are shipped or services rendered,
the customer takes ownership and assumes risk of loss, collection
is   reasonably  assured  and  the  sales  price  is   fixed   or
determinable.

Use of Estimates

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

Reclassifications

Certain  reclassifications  have been  made  to  the  prior  year
amounts to conform to the current year presentation.

Impairment of Long-lived Assets

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

Earnings Per Common Share

Earnings  per  common  share are based upon  the  average  shares
outstanding  during the period.  Average shares outstanding  were
1,255,054,  1,255,054 and 1,439,753 for the years ended  December
31,  2004,  2003  and  2002,  respectively.   Basic  and  diluted
earnings per share are the same for all periods presented.

Cash and Cash Equivalents

For  purposes  of  the  consolidated statements  of  cash  flows,
management   considers   all  demand   deposits   and   overnight
investments  as  cash equivalents.  Included in accounts  payable
are  outstanding checks in excess of cash balances of $31,866,000
and $16,935,000 at December 31, 2004 and 2003, respectively.  The
amounts paid for interest and income taxes are as follows:

                                        Years ended December 31,
(Thousands of dollars)                   2004     2003     2002

Interest (net of amounts capitalized)  $26,179  $26,891  $21,310
Income taxes                            11,752    3,039    2,856

<PAGE> 33

Supplemental Noncash Transactions

As of December 31, 2003, Seaboard consolidated the balance sheets
of  certain  variable interest entities as required by  Financial
Accounting Standards Board (FASB) Interpretation No. 46,  revised
December  2003  (FIN 46) resulting in an increase  in  net  fixed
assets,  related  debt  and  other non-controlling  interests  of
$31,717,000, $31,492,000 and $1,619,000, respectively.  See below
for  further discussion under the caption Accounting Changes  and
New Accounting Standards.

During  2003,  in  connection with the purchase  of  certain  hog
production  facilities  previously  leased  under  master   lease
agreements,  Seaboard recorded fixed assets  of  $25,042,000  and
assumed debt and a related interest payable totaling $24,507,000.
See Note 6 for additional information.

During  2002,  Seaboard  also  acquired  previously  leased   hog
production   facilities   valued  at  $117,535,000   assuming   a
$10,000,000 bond payable and $2.2 million of related  funds  held
in trust which were used to repay a portion of the bonds assumed.
This purchase was financed primarily with proceeds from a private
placement of senior notes as discussed in Note 8.

As  more  fully  described  in Note 12,  the  volatility  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 2004, 2003 and 2002 this segment recorded  non-
cash   net   gains  or  (losses)  of  $229,000,  $3,775,000   and
($15,552,000),  respectively,  related  to  the  revaluation   of
certain  dollar-denominated  net  assets  or  liabilities.    The
following  table  shows  the non-cash impact  of  the  change  in
exchange  rates on various peso-denominated balance  sheet  items
caused by the change in the Argentine peso exchange rate over the
past three years.
                                               Years ended December 31,
Increase (Decrease) (Thousands of dollars)     2004     2003       2002

Working capital                               $2,454   $7,545   $(17,177)
Fixed assets                                     628    6,545    (35,302)
Other long-term net assets or liabilities         35      (62)    (2,107)

Foreign Currency Transactions and Translation

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

Seaboard's Sugar and Citrus segment and two foreign affiliates (a
Bulgarian wine business and a flour and feed milling operation in
Kenya), use local currency as their functional currency.   Assets
and  liabilities  of  these subsidiaries are translated  to  U.S.
dollars at year-end exchange rates, and income and expense  items
are  translated at average rates.  Translation gains  and  losses
are  recorded  as components of other comprehensive  loss.   U.S.
dollar  denominated  net asset or liability  conversions  to  the
local currency are recorded through income.

Derivative Instruments and Hedging Activities

Seaboard follows Statement of Financial Accounting Standards  No.
133  (SFAS  133),  "Accounting  for  Derivative  Investments  and
Hedging  Activities," as amended to account  for  its  derivative
contracts.  This statement requires that an entity recognize  all
derivatives as either assets or liabilities at their fair values.
Accounting for changes in the fair value of a derivative  depends
on  its  designation and effectiveness.  Derivatives qualify  for
treatment as hedges for accounting purposes when there is a  high
correlation  between the change in fair value of  the  instrument
and the related change in value of the underlying commitment.  In
order  to designate a derivative financial instrument as a  hedge
for  accounting purposes, extensive record keeping  is  required.
For  derivatives that qualify as hedges for accounting  purposes,
the  change in fair value has no net impact on earnings,  to  the
extent  the derivative is considered effective, until the  hedged
transaction  affects  earnings.  For  derivatives  that  are  not
designated as

<PAGE> 34

hedging   instruments   for   accounting   purposes,  or  for the
ineffective  portion  of  a  hedging  instrument, the  change  in
fair value does affect current period net earnings.

Seaboard  holds  and  issues  certain derivative  instruments  to
manage   various  types  of  market  risks  from  its  day-to-day
operations  including  commodity futures  and  option  contracts,
foreign  currency exchange agreements and interest rate  exchange
agreements.   While management believes each of these instruments
effectively manages various market risks, as of December 31, 2004
only  a  portion  of the Commodity Trading and Milling  segment's
foreign  currency   exchange   agreements   are   designated  and
accounted   for   as  hedges  as   a  result  of   the  extensive
record-keeping requirements.

As  of January 1, 2005, Seaboard discontinued accounting for  the
foreign  currency  exchange agreements  as  hedges  for  all  new
agreements  entered into by the commodity trading  business.   In
addition, as of January 1, 2005, Seaboard de-designated all prior
outstanding  hedges, effectively fixing the asset resulting  from
the   mark-to-market  gain  on  the  firm  sales  commitment   of
$5,558,000  recorded in other current assets on the  Consolidated
Balance  Sheets as of December 31, 2004, until such time  as  the
firm  sales  commitments mature through  March  2006.   Beginning
January  1,  2005,  the  mark-to-market changes  in  the  foreign
exchange  agreements will no longer be offset with  the  mark-to-
market changes of the underlying firm sales commitment.  Although
management  still  believes all of these instruments  effectively
manage  market risks, the growth of Seaboard's commodity  trading
business  increased the ongoing costs to maintain  the  extensive
record-keeping  requirements  to  qualify  these  instruments  as
hedges for accounting purposes.

Transactions with Parent Company

As of December 31, 2004 and 2003, Seaboard had a liability to the
Parent  Company  of  $19,000  and $15,000,  respectively,  for  a
deposit  to pay for any miscellaneous operating expenses incurred
by  Seaboard  on  behalf of the Parent Company.    Until  October
2002,  Seaboard had a promissory note receivable from the  Parent
Company  which was collateralized by 100,000 shares  of  Seaboard
stock and bore interest at the greater of the prime rate or 7.88%
per  annum.   In  October 2002, Seaboard effectively  repurchased
common  stock  from  its Parent Company and  the  Parent  Company
repaid the Promissory Note in full.  Related interest income  for
the  year ended December 31, 2002 totaled $634,000.  See Note  12
for further discussion.

Accounting Changes and New Accounting Standards

On  December 21, 2004, the Financial Accounting Standard's  Board
(FASB)  issued  FASB Staff Position 109-1, "Application  of  FASB
Statement No. 109, Accounting for Income Taxes (SFAS 109), to the
Tax  Deduction on Qualified Production Activities Provided by the
American  Jobs  Creations Act of 2004" (FSP 109-1).   FSP  109-1,
which was effective upon issuance, states the deduction should be
accounted for as a special deduction in accordance with SFAS 109.
FSP 109-1 will not have a material impact on Seaboard's financial
position or net earnings based on its current tax situation.  See
Note 7 for further discussion.

On  December  21, 2004, the FASB also issued FASB Staff  Position
109-2,  "Accounting  and  Disclosure  Guidance  for  the  Foreign
Earnings Repatriation Provision within the American Jobs Creation
Act  of  2004" (FSP 109-2).  FSP 109-2, which was effective  upon
issuance,  allows  companies time beyond the financial  reporting
period  of  enactment  to  evaluate the effect  of  the  earnings
repatriation   provision  on  its  plan   for   reinvestment   or
repatriation  of foreign earnings for purposes of  applying  SFAS
109.   Additionally,  FSP 109-2 provides guidance  regarding  the
required  disclosures  surrounding a  company's  reinvestment  or
repatriation of foreign earnings.  Seaboard continues to evaluate
this  provision  of  the Act to determine the amount  of  foreign
earnings to repatriate and expects to complete its evaluation  by
the  end  of the second quarter of 2005.  See Note 7 for  further
discussion.

In   November  2004,  the  FASB  issued  Statement  of  Financial
Accounting Standards No. 151, "Inventory Costs" (SFAS 151).  This
statement amends Accounting Research Board No. 43 to clarify  the
accounting  for  abnormal  amounts  of  idle  facility   expense,
freight,  handling costs, and wasted material (spoilage).    SFAS
151  requires  that those items be recognized as  current  period
charges  regardless  of whether they meet the  criterion  of  "so
abnormal".   In  addition, SFAS 151 requires that  allocation  of
fixed production overheads to the costs of conversion be based on
the  normal  capacity  of the production facilities.   Any  costs
outside  the  normal range would be considered a  period  expense
instead  of an inventoried cost.  For Seaboard, this standard  is
effective  for the fiscal year beginning January  1,  2006.   The
adoption of SFAS 151 is not expected to have a material impact on
Seaboard's financial position or net earnings.

<PAGE> 35

Effective  January 1, 2003, Seaboard adopted SFAS 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.
Management  has performed detailed assessments and  obtained  the
appraisals   to  estimate  the  future  retirement   costs   and,
accordingly,  on January 1, 2003, the cumulative  effect  of  the
change  in  accounting principle was recorded with  a  charge  to
earnings  of  $2,195,000 ($1,339,000 net of  tax,  or  $1.07  per
common share), an increase in fixed assets of $3,221,000, and the
recognition of a liability, discounted to reflect present  value,
of  $5,416,000.   The  retirement  asset  is  depreciated    over
the economic life of the related asset. The following table shows
the  changes in the asset retirement obligation during  2004  and
2003.   If  Seaboard  had  adopted  SFAS  143  retroactively   to
January  1, 2002, operating income, net earnings and net earnings
per  common share would have decreased by $526,000, $321,000  and
$0.22 per share, respectively, in 2002.

                                                Years Ended December 31,
(Thousands of dollars)                               2004        2003

Beginning balance                                   $6,086      $    -

Cumulative effect of change in accounting principle      -       5,416

Accretion expense                                      356         420

Liability for additional lagoons placed in service      78         250

Lagoon site sold                                      (254)          -

Ending balance                                      $6,266      $6,086

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.   Management  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 Marine,  Commodity
Trading  and Milling, 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.  If the  change  in
accounting principle was made retroactively to January  1,  2002,
operating income, net earnings and net earnings per common  share
would  have increased by $341,000, $413,000, and $0.29 per share,
respectively, for 2002.

As  of  December 31, 2003, Seaboard adopted Financial  Accounting
Standard's  Board  Interpretation No. 46, revised  December  2003
(FIN 46) "Consolidation of Variable Interest Entities" (VIEs) and
performed  the  required analysis to determine whether  its  non-
consolidated affiliates or other arrangements qualified  as  VIEs
pursuant  to  the requirements.  The VIEs for which Seaboard  was
determined  to  be  the  primary  beneficiary  based   on   these
evaluations,  are discussed in the following paragraph.   In  the
event  of  certain  changes in structure as defined  in  FIN  46,
Seaboard will re-evaluate those relationships as needed.

Seaboard  is  a  party to certain contract production  agreements
(the  "Facility  Agreements")  with limited  liability  companies
which  own certain of the facilities used in connection with  the
Pork  segment's  vertically integrated hog  production.   Through
December  31,  2003  these arrangements  were  accounted  for  as
operating  leases.   These  facilities  are  owned  by  companies
considered  to  be  VIEs in accordance with  FIN  46,  for  which
Seaboard  is  deemed to be the primary beneficiary.  Accordingly,
Seaboard consolidated these entities as of December 31, 2003.  In
December 2003, Seaboard assumed the bank debt (with a balance  of
$29,895,000  at  December  31, 2003)  of  one  VIE.   Under  that
Facility  Agreement,  which supplies  approximately  14%  of  the
Seaboard-owned  hogs  processed at the plant,  Seaboard  has  the
right  to  acquire any or all of the properties at  the  adjusted
production  cost,  as defined.  In the event  Seaboard  does  not
acquire   any   property  for  which  the  production   agreement
terminates,  Seaboard would be obligated to  pay  any  deficiency
between  the  adjusted production cost of the  property  and  the
price  for  which  it  is

<PAGE> 36

sold.  As of December  31,  2003,  the  adjusted  production cost
of these fixed assets was  $30,699,000.  Consolidation   of these
VIEs   on   December 31, 2003,   including  the  debt assumption,
increased fixed assets, debt and  non-controlling  interest    by
$31,717,000,   $31,492,000   and    $1,619,000, respectively, and
decreased net liabilities by $116,000, with  a cumulative  effect
of a change in accounting principle  for  the excess   of   fixed
asset   depreciation   over   mortgage   loan   amortization   of
$1,278,000, ($780,000 net of tax, or  $0.62 per common  share) in
2003. If the consolidation requirements would have  been  applied
retroactively to January 1, 2002, operating income, net earnings,
and   net   earnings  per  common  share  would have decreased by
$252,000, $174,000 and $0.14, respectively for 2003 and $370,000,
$226,000 and $0.16, respectively, for 2002.


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.
An  initial  payment  of $5,000,000 was paid  during  the  second
quarter  of  2004  to  reacquire this  interest.   The  remaining
balance of $922,000 as of December 31, 2004 is payable subject to
the 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
Investments

Seaboard's  short-term marketable debt securities are treated  as
available-for-sale securities and are stated at their fair market
values.   As  of  December  31, 2004  and  2003,  the  short-term
investments  primarily consisted of variable rate municipal  debt
securities and money market funds, so cost and fair market  value
were  the  same.  All available-for-sale securities  are  readily
available  to meet current operating needs.  The following  is  a
summary   of  the  estimated  fair  value  of  available-for-sale
securities    classified    as    short-term    investments    at
December 31, 2004 and 2003.

                                                      December 31,
(Thousands of dollars)                               2004     2003

Obligations of states and political subdivisions  $ 81,735  $24,520
Money market funds                                  37,524   33,502
Total short-term investments                      $119,259  $58,022

In  addition  to its short-term investments, as of  December  31,
2004  and  2003 Seaboard also had long-term investments  totaling
$3.8  million and $1.6 million, respectively, included  in  other
assets on the Consolidated Balance Sheets.  Included in long-term
investments  as  of December 31, 2004 is $716,000 representing  a
twenty  percent escrow payment for what will be a $3,582,000,  or
12.9%,  total investment in an electricity generating company  in
the  Dominican Republic.  The remaining portion of the investment
will  be  made  as  soon  as  the local  government,  regulatory,
shareholder and banking approvals are received.  See Note 10  for
a  discussion  of  assets  held  in conjunction  with  Seaboard's
Investment Option Plan.

Other investment income for each year is as follows:

                                      Years ended December 31,
(Thousands of dollars)                 2004    2003     2002

Realized gain on sale/exchange of
 non-controlled affiliates          $     -  $18,036  $     -
Realized gain on sale of securities     196    1,081      383
Other                                 1,433    2,323      374
Other investment income, net        $ 1,629  $21,440  $   757

<PAGE> 37

Until  the  fourth  quarter of 2003, Seaboard owned  21%  of  the
common  stock of Fjord Seafood ASA, an integrated salmon producer
and processor headquartered in Norway.  During the fourth quarter
of  2003,  Seaboard sold its equity investment  for  $37,273,000,
resulting  in  a gain on the sale of $18,036,000, which  includes
approximately  $3,537,000 of foreign currency  translation  gains
previously recorded through other comprehensive income.  The gain
was not subject to tax.  See Note 7 for further discussion of the
tax treatment.


Note 4
Inventories

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


                                                  December 31,
(Thousands of dollars)                          2004        2003
At lower of LIFO cost or market:
      Live hogs & materials                   $141,126    $142,396
      Dressed pork & materials                  20,334      22,220
                                               161,460     164,616
      LIFO adjustment                              461      (7,608)
        Total inventories at lower of LIFO
         cost or market                        161,921     157,008
At lower of FIFO cost or market:
      Grain, flour and feed                     98,699      87,831
      Sugar produced & in process               20,006      14,807
      Other                                     20,423      16,387
        Total inventories at lower of FIFO
         cost or market                        139,128     119,025
        Total inventories                     $301,049    $276,033

The  use  of the LIFO method increased 2004 and 2003 net earnings
by  $4,922,000 ($3.92 per common share) and $2,327,000 ($1.85 per
common  share),  respectively, and  decreased  2002  earnings  by
$3,777,000 ($2.62 per common share).  If the FIFO method had been
used  for  certain  inventories of the Pork segment,  inventories
would  have  been lower as of December 31, 2004 by  $461,000  and
higher as of December 31, 2003 by $7,608,000.

Note 5
Investments in and Advances to Foreign Affiliates

Seaboard's  investments in and advances to  non-controlled,  non-
consolidated  foreign  affiliates are primarily  with  businesses
conducting  flour,  maize  and feed milling.   The  location  and
percentage ownership of these foreign affiliates are as  follows:
Angola  (45%),  the Democratic Republic of Congo  (50%),  Lesotho
(50%), Kenya (35%), and Nigeria (45-48%) in Africa; Ecuador (50%)
in South America; and Haiti (23%) in the Caribbean.  In addition,
Seaboard  has investments in and advances to a wine  business  in
Bulgaria (37%) and two sugar-related businesses in Argentina (46%
-  50%).   The  equity  method  is  used  to  account  for  these
investments.

As  more  fully  discussed in Note 13, in the fourth  quarter  of
2004,   Seaboard  recognized  a  $3,592,000  decline   in   value
considered  other  than  temporary  in  its  investment  in   the
Bulgarian  wine  business  (the  Business).   See  Note   7   for
discussion of Seaboard's taxes related to this business.   During
2003, the Business went through a troubled debt restructuring  as
more fully discussed in Note 13.

As  discussed   in  Note  3, during the fourth quarter  of  2003,
Seaboard   sold  its  equity  investment  in  Fjord,   previously
accounted for as a non-controlled foreign affiliate.  During  the
third  quarter  of  2002, Seaboard purchased for  $26,908,000  an
additional  66,666,667 shares of Fjord, increasing its  ownership
to 21%.

<PAGE> 38

Seaboard  generally is the primary provider of choice for  grains
and  supplies purchased by the non-controlled foreign  affiliates
primarily  conducting  grain  processing.   Sales  of  grain  and
supplies to these non-consolidated foreign affiliates included in
consolidated  net  sales for the years ended December  31,  2004,
2003   and  2002  amounted  to  $229,422,000,  $148,318,000   and
$124,151,000,  respectively.   At December  31,  2004  and  2003,
Seaboard  had  $26,762,000  and  $28,040,000,  respectively,   of
investments  in and advances to, and $48,097,000 and $46,434,000,
respectively, of receivables due from, these foreign affiliates.

Combined  condensed financial information of the  non-controlled,
non-consolidated  foreign  affiliates for  their  fiscal  periods
ended  within  each  of  Seaboard's years  ended,  including  the
operations  of  affiliates  through  disposition  dates,  are  as
follows:


Commodity Trading and Milling Segment       December 31,
(Thousands of dollars)                 2004     2003      2002

Net sales                           $442,064  329,506   296,261
Net income (loss)                   $  8,450   (1,408)   (9,407)
Total assets                        $202,788  178,458   160,658
Total liabilities                   $141,867  120,986   107,103
Total equity                        $ 60,921   57,472    53,555

Other Businesses                            December 31,
(Thousands of dollars)                 2004     2003      2002

Net sales                           $ 33,230  614,626   438,263
Net loss                            $ (8,143) (90,497)  (74,281)
Total assets                        $ 52,827   64,106   708,096
Total liabilities                   $ 43,969   49,000   476,356
Total equity                        $  8,858   15,106   231,740

Although the balance sheet data for the Other Businesses in  2003
excludes  amounts related to Fjord, net sales and  net  loss  for
2003 reflect $571,978,000 and $(77,030,000) respectively, related
to Fjord's operations through the date of disposition.

Note 6
Property, Plant and Equipment

A  summary  of property, plant and equipment at the end  of  each
year is as follows:

                                                    December 31,
(Thousands of dollars)                            2004        2003

Land and improvements                        $  112,298  $  106,864
Buildings and improvements                      272,375     272,269
Machinery and equipment                         558,014     544,098
Transportation equipment                        111,260     108,194
Office furniture and fixtures                    14,881      12,881
Construction in progress                          3,075      11,658
                                              1,071,903   1,055,964
Accumulated depreciation and amortization      (468,521)   (411,996)
  Net property, plant and equipment          $  603,382  $  643,968

<PAGE> 39

During 2004, Seaboard sold certain hog production facilities  for
approximately $6,364,000 and entered into a grow finish agreement
with  the  purchaser of the facilities, with a term  expiring  in
2019.   The  deferred  gain on the sale  of  $2,822,000  will  be
amortized over the term of that agreement.

During 2003, Seaboard purchased certain hog production facilities
previously  leased under a master lease agreement for $25,042,000
consisting of $535,000 net cash and the assumption of $24,358,000
in bank debt, and a related interest payable.  In addition, as of
December 31, 2003, Seaboard adopted FIN 46 as discussed  in  Note
1,  which required the consolidation of certain limited liability
companies  for  which Seaboard was determined to be  the  primary
beneficiary.   Consolidation of these  entities  increased  fixed
assets  and accumulated depreciation as of December 31,  2003  by
$38,059,000 and $6,342,000, respectively.

During 2003, Seaboard sold certain hog production facilities  for
approximately $6,400,000 and entered into a grow finish agreement
with  the  purchaser of the facilities, with a term  expiring  in
2018.   The  deferred  gain  on the  sale  of  $432,000  will  be
amortized over the term of that agreement.

During 2002, Seaboard purchased certain hog production facilities
previously  leased  under a master lease agreement  with  Shawnee
Funding,  Limited  Partnership for  $117,535,000,  consisting  of
$107,535,000  net  cash and the assumption of a $10,000,000  bond
payable.   This purchase was primarily financed with the proceeds
from  a  private placement of notes for $109,000,000 as discussed
in Note 8.

Note 7
Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2004, 2003 and 2002 differ from  the  amounts
computed  by applying the statutory U.S. Federal income tax  rate
of  35  percent  to earnings (loss) before income taxes  for  the
following reasons:

                                       Years ended December 31,
(Thousands of dollars)                 2004      2003      2002

Computed "expected" tax expense
 (benefit)                           $ 80,468 $ 15,302 $ (3,375)
Adjustments to tax expense (benefit)
 attributable to:
  Foreign tax differences             (18,585)  (9,195) (19,083)
  Tax-exempt investment income           (221)     (55)     (87)
  State income taxes, net of Federal
    benefit                             1,461      407      313
  Change in valuation allowance        (3,540)   4,638   10,352
  Other                                 2,232    3,650  (11,269)
  Income tax (benefit) expense before
    cumulative effect                  61,815   14,747  (23,149)
  Income tax expense - cumulative
    effect of changes in accounting
    principles                              -       52        -
  Total income tax (benefit) expense $ 61,815 $ 14,799 $(23,149)

<PAGE> 40

The components of total income taxes are as follows:

                                         Years ended December 31,
(Thousands of dollars)                 2004      2003      2002

Current:
  Federal                            $ 16,132 $    517 $      -
  Foreign                               4,271    2,239    2,989
  State and local                       1,317      136      107
Deferred:
  Federal                              39,249   10,930  (27,193)
  Foreign                                   -      531      573
  State and local                         846      394      375
Income tax (benefit) expense           61,815   14,747  (23,149)
Unrealized changes in other
  comprehensive income                  4,329    3,470  (37,557)
Income tax expense - cumulative effect
 of changes in accounting principles        -       52        -
  Total income taxes                 $ 66,144 $ 18,269 $(60,706)

Components of the net deferred income tax liability at the end of
each year are as follows:

                                                 December 31,
(Thousands of dollars)                          2004      2003
Deferred income tax liabilities:
  Cash basis farming adjustment               $ 12,820 $ 13,253
  Deferred earnings of foreign subsidiaries      6,966   11,373
  Depreciation                                  92,903   86,721
  LIFO                                          32,721   29,218
  Other                                            106        -
                                               145,516  140,565
Deferred income tax assets:
  Reserves/accruals                             29,117   37,823
  Tax credit carryforwards                       6,872   16,877
  Net operating and capital loss carryforwards  21,244   38,848
  Other                                              -    3,628
                                                57,233   97,176
Valuation allowance                             22,935   23,934
  Net deferred income tax liability           $111,218 $ 67,323

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 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 (such as  Seaboard's  Pork
segment), 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.

<PAGE> 41

The  Act also repeals the prior law treatment of shipping  income
as  a  component  of  subpart F income. This change  could  allow
Seaboard's post-2004 shipping income to avoid current taxation in
the U.S. and could have a material favorable impact on Seaboard's
future  effective  tax  rate and cash tax  payments.   Management
notes  that  this  benefit could be impacted by  either  existing
Regulations   or  Regulations  to  be  issued  by  the   Treasury
Department.

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 currently evaluating this provision of the Act  and
expects  to complete its evaluation during the second quarter  of
2005.   The  Company's ability to utilize this provision  largely
hinges  on  its  ability to economically borrow  at  the  foreign
subsidiary  level  to  allow  for the  payment  of  a  qualifying
dividend.  Because the Company's borrowing capacity at this level
is   unknown,  the  range  of  potential  dividend  amounts   and
corresponding taxes cannot be reasonably estimated at this  time.
At  December 31, 2004 and 2003, no provision has been made in the
accounts for Federal income taxes which would be payable  if  the
undistributed  earnings  of  certain  foreign  subsidiaries  were
distributed   to   Seaboard  Corporation  since  management   has
currently  determined that the earnings are permanently  invested
in these foreign operations.  Should such accumulated earnings be
distributed, the resulting Federal income taxes would  amount  to
approximately  $69,000,000, assuming a  35%  federal  income  tax
rate.

As  a matter of course, Seaboard is regularly audited by federal,
state   and   foreign  tax  authorities,  which  may  result   in
adjustments.   In January 2005, Seaboard agreed to  a  settlement
with the Internal Revenue Service (IRS) related to a protest  for
Seaboard's  federal  income tax returns  for  1994  through  1996
resulting  in  a $14,356,000 tax benefit which was recognized  in
the  fourth  quarter of 2004.  Among current audits, the  IRS  is
examining Seaboard's federal income tax returns for 2000  through
2002  and  is evaluating certain of Seaboard's tax positions  for
the  years under examination.  Management believes that  its  tax
positions  comply  with  applicable  tax  law  and  that  it  has
adequately provided for any reasonably foreseeable outcome of the
matters.   Accordingly, Seaboard does not anticipate any material
negative  earnings impact from their ultimate resolution.   If  a
favorable  outcome is reached, Seaboard will record the  earnings
impact at the time of resolution.

As more fully discussed in Note 13, Seaboard intends to sells its
equity  investment in a Bulgarian wine business.  As a result  of
the  decision to sell this business, the accumulated  losses  for
this business, which were previously considered ordinary for  tax
purposes,   are  now  characterized  as  capital  losses,   which
utilization is currently viewed as uncertain as discussed  below.
Accordingly,  in  the  fourth quarter of 2004  Seaboard  reversed
previously recorded tax benefits of $5,795,000 related  to  prior
year losses.  While the 2003 sale of Seaboard's equity investment
in  Fjord generated a gain for book purposes, a capital loss  was
generated for tax purposes.  Utilization of this capital loss  is
also uncertain as discussed below.

Management  believes  Seaboard's future taxable  income  will  be
sufficient  for full realization of the net deferred tax  assets.
The  valuation allowance relates to the tax benefits from foreign
net operating losses and from losses on investments that would be
recognized as capital losses.  Management does not believe  these
benefits  are  more  likely  than  not  to  be  realized  due  to
limitations  imposed on the deduction of these  losses.   In  the
event Seaboard generates sufficient capital gains to utilize  the
capital  losses, a tax benefit will be recognized.   At  December
31,  2004,  Seaboard had foreign net operating loss carryforwards
(NOLs) of approximately $35,130,000, a portion of which expire in
varying  amounts  between 2005 and 2009,  and  others  that  have
indefinite  expiration periods.  At December 31,  2004,  Seaboard
had   federal   capital  loss  carryforwards   of   approximately
$17,947,000 expiring in varying amounts in 2007 and 2008.

At  December  31, 2004, Seaboard had tax credit carryforwards  of
approximately  $6,872,000.   Approximately  $5,705,000  of  these
carryforwards  expire in varying amounts in  2008  through  2023,
while  the remaining balance may be carried forward indefinitely.
At  December  31, 2004, Seaboard had state NOLs of  approximately
$84,921,000  expiring between 2011 and 2023.  As  discussed  more
fully in Note 12, at December 31, 2004, Seaboard also has federal
NOLs  available  to use from its Parent pursuant  to  an  earlier
agreement.  If the Company utilizes these federal NOLs, it  would
be required to issue shares to its Parent.

<PAGE> 42

Seaboard  had  not  previously recognized any tax  benefits  from
losses  generated  by  Tabacal for financial  reporting  purposes
since it was not a controlled entity for tax purposes and it  was
not apparent that the permanent basis difference would reverse in
the   foreseeable  future.   In  the  second  quarter  of   2002,
management  completed the purchase of the outstanding  shares  of
Tabacal  not  owned  by Seaboard, and converted  Tabacal  from  a
Sociedad Anonima (S.A.) to a Sociedad de Responsabilidad Limitada
(S.R.L.) organizational entity.  This conversion resulted in  the
recognition  of a one-time tax benefit of $48,944,000,  of  which
$34,641,000 reduced the currency translation adjustment  recorded
as accumulated other comprehensive income.  The remaining benefit
of  $14,303,000  was recognized as a current tax benefit  in  the
Consolidated Statement of Earnings for 2002.

Note 8
Notes Payable and Long-term Debt

Notes   payable  amounting  to  $1,789,000  and  $75,564,000   at
December   31,   2004  and  2003,  respectively,   consisted   of
obligations  due  banks  on demand or within  one  year.   During
December  2004,  Seaboard entered into a new five year  committed
credit  line  totaling  $200,000,000, replacing  three  committed
credit  lines  totaling  $70,000,000.   At  December  31,   2004,
Seaboard   had   committed   lines  totaling   $315,000,000   and
uncommitted  lines  totaled  approximately  $30,225,000.   As  of
December 31, 2004, there were no borrowings outstanding under the
committed   lines,   but  $1,789,000  was  borrowed   under   the
uncommitted  lines.   The committed short-term  lines  include  a
$95,000,000 subsidiary credit line for the Commodity Trading  and
Milling  segment  which is secured by certain  commodity  trading
inventory   and  accounts  receivable,  and  includes   financial
covenants  for  that  subsidiary  which  require  maintenance  of
certain  levels of working capital and net worth, limitations  on
debt  to   net  worth, and  liabilities  to   net  worth  ratios.
At   December  31,  2004,   Seaboard's borrowing  capacity  under
its committed  lines was  reduced  by letters   of  credit  (LCs)
totaling   $55,750,000,   including $44,325,000   of   LCs    for
Seaboard's outstanding  Industrial  Development   Revenue   Bonds
(IDRBs)  and $10,373,000  related  to  insurance  coverages.  The
weighted  average  interest  rates  for outstanding notes payable
were    11.26%    and  3.59%   at  December  31,  2004  and 2003,
respectively.   The  2004 interest rate   reflects  only  foreign
subsidiary  local  borrowing  under uncommitted  lines  as  there
were  no  amounts outstanding under Seaboard's domestic committed
or uncommitted lines.

With  the  exception  of the notes payable  under  the  Commodity
Trading and Milling credit line, the notes payable to banks under
the  credit  lines  are unsecured.  The lines of  credit  do  not
require compensating balances.  Facility fees on these agreements
are not material.

As  discussed  in  Note  6, in connection with  the  purchase  of
certain previously-leased hog production facilities during  2003,
Seaboard assumed bank debt of $24,358,000 with a weighted average
interest  rate  of  7.45%  with a final  maturity  in  2014.   As
discussed   in   Note  1,  in  accordance   with   FIN   46,   on
December 31, 2003 Seaboard consolidated certain limited liability
companies.   As  a  result,  bank debt totaling  $29,837,000  and
$31,492,000  as  of December 31, 2004 and 2003, respectively,  is
included in the table below.  This bank debt is collateralized by
fixed  assets totaling $31,307,000 as of December 31,  2004.   In
connection   with  this  consolidation,  during  December   2003,
Seaboard  assumed  the bank debt of one VIE (with  a  balance  of
$28,459,000  and $29,895,000 as of December 31,  2004  and  2003,
respectively, a weighted average interest rate of  7.53%,  and  a
maturity date in 2007).

During   2002,   Seaboard  completed  a  private   placement   of
$109,000,000  of Senior Notes due 2009 and 2012 with  a  weighted
average  interest rate of 6.29%.  Seaboard used  $107,267,000  of
the  proceeds  from  this  private  placement  to  refinance  the
indebtedness  related  to  hog production  facilities  previously
leased   under  a  master  lease  program,  effectively  reducing
Seaboard's  net  lease payments.  On December 31, 2002,  Seaboard
paid  an  additional  $4,077,000 to complete the  acquisition  of
Shawnee  Funding, Limited Partnership, effectively acquiring  all
of  the related hog production facilities previously leased.   As
part  of  the  purchase, Seaboard also assumed  a  variable  rate
(2.06%  at December 31, 2004) $10,000,000 bond payable due  2014,
and  $2,210,000 of related cash in a construction fund which  was
used to repay a portion of bond during 2003.

<PAGE> 43

A  summary  of  long-term debt at the end  of  each  year  is  as
follows:

                                                 December 31,
(Thousands of dollars)                          2004      2003

Private placements:
 6.49% senior notes, due 2005                $ 20,000  $ 40,000
 7.88% senior notes, due 2005 through 2007     75,000   100,000
 5.80% senior notes, due 2005 through 2009     32,500    32,500
 6.21% senior notes, due 2009                  38,000    38,000
 6.21% senior notes, due 2006 through 2012      7,500     7,500
 6.92% senior notes, due 2012                  31,000    31,000

Industrial Development Revenue Bonds,
 floating rates (2.06%-2.10% at December 31,
 2004) due 2014 through 2027                   41,789    42,989

Bank debt, 5.79 - 8.58%, due 2005 through
 2014                                          69,397    76,424

Foreign subsidiary obligations, 2.00% -
 17.50%, due 2005 through 2010                  4,762     6,582

Foreign subsidiary obligation, floating rate
 due 2005                                         314       309

Capital lease obligations and other             3,038     3,234

                                              323,300   378,538

Current maturities of long-term debt          (60,756)  (56,983)

 Long-term debt, less current maturities     $262,544  $321,555

Of   the  2004  foreign  subsidiary  obligations,  $2,396,000  is
denominated  in  CFA francs, $1,908,000 is payable  in  Argentine
pesos  and  the  remaining $772,000 is denominated in  Mozambique
metical.   Of the 2003 foreign subsidiary obligations, $2,490,000
is  payable in Argentine pesos, $2,401,000 is denominated in  CFA
francs  and  the  remaining $2,000,000  is  denominated  in  U.S.
dollars.   At December 31, 2004, Argentine land, sugar production
facilities  and equipment with a depreciated cost  of  $4,790,000
secured certain foreign subsidiary obligations.

During 2004, Seaboard used $1,289,000 of unexpended bond proceeds
held  in  trust  to redeem a portion of and pay interest  on  the
related industrial development revenue bonds (IDRBs).

The  terms  of the note agreements pursuant to which  the  senior
notes,  IDRBs,  bank debt and credit lines were  issued  require,
among  other terms, the maintenance of certain ratios and minimum
net  worth,  the most restrictive of which requires  consolidated
funded   debt   not   to   exceed  50%  of   consolidated   total
capitalization; an adjusted leverage ratio of less  than  3.5  to
1.0; requires the maintenance of consolidated tangible net worth,
as  defined, of not less than $507,000,000 plus 25% of cumulative
consolidated  net  income  beginning  October  2,  2004;   limits
aggregate  dividend  payments  to  $10.0  million  plus  50%   of
consolidated  net  income  less 100% of consolidated  net  losses
beginning  January  1,  2002 plus the  aggregate  amount  of  Net
Proceeds  of  Capital Stock for such period ($123,887,000  as  of
December  31,  2004)  or  $15,000,000  per  year  under   certain
circumstances;  limits  the  sum of subsidiary  indebtedness  and
priority indebtedness to 10% of consolidated tangible net  worth;
and  limits  Seaboard's ability to acquire investments  and  sell
assets  under  certain circumstances.  Seaboard is in  compliance
with  all restrictive debt covenants relating to these agreements
as of December 31, 2004.

Annual  maturities of long-term debt at December 31, 2004 are  as
follows:   $60,756,000 in 2005, $41,991,000 in 2006,  $65,049,000
in   2007,  $13,864,000  in  2008,  $  49,453,000  in  2009   and
$92,187,000 thereafter.

<PAGE> 44

Note 9
Derivatives and Fair Value of Financial Instruments

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

The  cost  and fair values of investments and long-term  debt  at
December 31, 2004 and 2003 are presented below.

December 31,                             2004                 2003
(Thousands of dollars)             Cost    Fair Value    Cost   Fair Value

Short-term investments           $119,259   $119,259   $ 58,022  $ 58,022
Long-term debt                    323,300    327,288    378,538   386,814

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

Commodity Instruments

Seaboard  uses various grain, meal, hog and fuel oil futures  and
options  to  manage  its exposure to price fluctuations  for  raw
materials,  finished  product sales and firm  sales  commitments.
However,   due  to  the  extensive  record-keeping  required   to
designate  the  commodity derivative transactions as  hedges  for
accounting  purposes,  Seaboard marks  to  market  its  commodity
futures  and options primarily as a component of cost  of  sales.
Management continues to believe its commodity futures and options
are  economic hedges although they do not qualify as  hedges  for
accounting  purposes.  Since these derivatives are not  accounted
for as hedges, fluctuations in the related commodity prices could
have a material impact on earnings in any given year.

At December 31, 2004 and 2003, Seaboard had open net contracts to
purchase  277,000  and 409,000 metric tons  of  grain  with  fair
values of $(1,975,000) and $3,760,000 included with other accrued
financial  derivative liabilities or current assets, respectively
on  the Consolidated Balance Sheets.  In addition, Seaboard  also
had contracts to sell 2,100,000 pounds of soybean oil with a fair
value of $11,000, and purchase 1,500 tons on fuel oil with a fair
value of $(52,000).  For the years ended December 31, 2004,  2003
and  2002  Seaboard realized net gains (losses) of $(11,886,000),
$4,882,000, and  $5,304,000   related  to   commodity  contracts,
primarily   included   in   cost   of   sales on the Consolidated
Statements of Earnings.

Foreign currency exchange agreements

Seaboard  enters  into  foreign currency exchange  agreements  to
manage  the  foreign currency exchange rate risk with respect  to
certain transactions denominated in foreign currencies, primarily
related to its commodity trading business.  Seaboard accounts for
its  currency  exchange  hedges of  firm  commitments  and  trade
receivables  from  third  parties as  fair  value  hedges  as  of
December   31,  2004.   Exchange  agreements  related   to   firm
commitments and receivables from foreign affiliates are accounted
for  as  cash  flow hedges as of December 31, 2004.  For  foreign
currency exchange agreements designated as fair value hedges, the
derivative  gains  and losses are recognized in operating  income
along with the change in fair value of the related contract.  For
foreign  currency  exchange agreements designated  as  cash  flow
hedges,  the  derivative  gains and  losses  are  included  as  a
component  of  other  comprehensive income until  the  underlying
contract  is recorded and revalued through earnings.  The  change
in value of third party firm commitments and all foreign exchange
derivatives  are  included  in other current  assets  or  accrued
financial  derivative  liabilities on  the  Consolidated  Balance
Sheets.   The  firm  sales  commitments and  related  derivatives
mature  during 2005.  The net gains and losses recognized in  the
Consolidated Statements of Earnings from the exchange  agreements
and  related  firm commitments were not material  for  the  years
ended December 31, 2004, 2003 and 2002.

<PAGE> 45

At  December 31, 2004 and 2003, Seaboard had hedged South African
Rand (ZAR) denominated firm sales contracts and trade receivables
from  third  parties with historical values totaling  $72,237,000
and  $64,353,000  with changes in fair values of  $6,421,000  and
$2,734,000, respectively.  To hedge the change in value of  these
firm  contracts  and  trade receivables,  Seaboard  entered  into
agreements  to exchange $72,237,000 and $64,353,000 of  contracts
denominated  in ZAR, with derivative fair values of  $(6,505,000)
and   $(2,779,000),  respectively.   As  of  December  31,  2003,
Seaboard  also  had ZAR denominated firm purchase contracts  with
historical  values totaling $196,000 and changes  in  fair  value
totaling   $5,000.   Hedging  the  change  in  value   of   these
agreements, Seaboard entered into agreements to exchange $196,000
for  ZAR  with  derivative  fair  values  totaling  $(5,000)   at
December 31, 2003.

At   December  31,  2004  and  2003,  Seaboard  had  hedged  Euro
denominated  sales  contracts and trade  receivables  from  third
parties totaling $779,000 and $773,000 with changes in fair value
of  $30,000 and $(2,000), respectively.  To hedge the changes  in
values    of    the   firm   contracts   and   receivables,    at
December  31,  2004  and  2003 Seaboard had  open  agreements  to
exchange $778,000 and $773,000 of contracts denominated in  Euros
with   derivative   fair   values  of   $(30,000)   and   $2,000,
respectively.

At  December 31, 2004 and 2003, Seaboard had ZAR denominated firm
sales  contracts with a foreign affiliate with historical  values
totaling $4,530,000 and $4,524,000, respectively, and changes  in
fair values of $188,000 and $30,000, respectively.  To hedge  the
change  in  value  of  these  contracts,  Seaboard  entered  into
agreements  to  exchange $4,530,000 and $4,524,000  of  contracts
denominated in ZAR with derivative fair values of $(188,000)  and
$(30,000),  respectively, which are included as  a  component  of
other comprehensive income at December 31, 2004 and 2003.

At  December 31, 2004 and 2003, Seaboard also had trading foreign
exchange  contracts  (receive $U.S./pay  ZAR)  to  cover  various
foreign  currency working capital needs for notional  amounts  of
$21,709,000  and $10,288,000, respectively, with fair  values  of
$90,000 and $(89,000).

Interest Rate Exchange Agreements

Seaboard  entered  into interest rate exchange  agreements  which
involve  the  exchange  of fixed-rate and variable-rate  interest
payments over the life of the agreements without the exchange  of
the  underlying  notional  amounts to  mitigate  the  effects  of
fluctuations  in  interest  rates  on  variable  rate  debt.   At
December  31,  2004  and  2003, deferred gains  on  prior  year's
terminated interest rate exchange agreements (net of tax) totaled
$551,000  and  $751,000,  respectively, relating  to  swaps  that
hedged   variable  rate  debt.   This  amount  is   included   in
accumulated other comprehensive loss on the Consolidated  Balance
Sheets.  For each of the years ended December 31, 2004, 2003  and
2002,  interest rate exchange agreements accounted for as  hedges
decreased   interest   expense   by   $329,000   resulting   from
amortization of terminated proceeds.

At  December  31,  2004  and  2003 Seaboard  had  five,  ten-year
interest rate exchange agreements outstanding that are not paired
with  specific variable rate contracts, whereby Seaboard  pays  a
stated fixed rate and receives a variable rate of interest  on  a
total  notional  amount  of  $150,000,000.   While  Seaboard  has
certain   variable  rate  debt,  these  interest  rate   exchange
agreements do not qualify as hedges for accounting purposes.   At
December  31,  2004 and 2003, the fair values of these  contracts
totaled  $(12,354,000) and $(14,160,000), respectively,  and  are
included  in  accrued  financial derivative  liabilities  on  the
Consolidated    Balance   Sheets.    For    the    years    ended
December 31, 2004, 2003, and 2002 the net loss for interest  rate
exchange  agreements not accounted for as hedges were $4,597,000,
$2,296,000  and  $25,030,000, respectively, and are  included  in
miscellaneous,  net in the Consolidated Statements  of  Earnings.
Included in the losses are net payments of $6,403,000, $6,155,000
and  $4,970,000, respectively, during 2004, 2003 and 2002 for the
difference between the fixed rate paid and variable rate received
on these contracts.

<PAGE> 46

Note 10
Employee Benefits

Seaboard maintains a defined benefit pension plan (the Plan)  for
its domestic salaried and clerical employees.  The Plan generally
provides  eligibility for participation after one year's  service
upon  attaining the age of 21.  Benefits are generally based upon
the  number of years of service and a percentage of final average
pay.   Seaboard  has historically based pension contributions  on
minimum  funding standards to avoid the Pension Benefit  Guaranty
Corporation  variable rate premiums established by  the  Employee
Retirement  Income  Security Act of 1974.   However,  because  of
Seaboard's liquidity position, in December 2004 Seaboard  made  a
$14,250,000  special,  contribution approximately  equal  to  the
maximum  deductible amount, resulting in an over-funding  of  the
Plan.   As  a  result,  management does not expect  to  make  any
contributions to the Plan during 2005.

Plan  assets  are  invested  to  achieve  a  diversified  overall
portfolio  consisting  of  various  mutual  funds.   Seaboard  is
willing to accept a moderate level of risk to potentially achieve
higher  investment returns.  The overall portfolio  is  evaluated
relative to customized benchmarks, and is expected to exceed  the
customized  benchmark over five year rolling periods and  longer.
The  investment strategy is periodically reviewed  for  continued
appropriateness.   Derivatives,  real  estate  investments,  non-
marketable  and  private equity or placement securities  are  not
allowed  investments under the Plan.  Seaboard's asset allocation
targets and actual investment composition within the Plan are  as
follows:

                                        Actual Plan Composition at December 31,
                        Target Percentage
                         of Portfolio                2004           2003

Domestic Large Cap Equity      35%                    35%            36%
Domestic Small Cap Equity      15%                    16%            16%
International Equity           15%                    16%            14%
Domestic Fixed Income          35%                    33%            34%

Seaboard   also  sponsors  non-qualified,  unfunded  supplemental
executive  plans.   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 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).  Management
is  considering making a contribution to the Rabbi Trust in 2005,
although  neither the funding decision nor the  amount  has  been
determined.   The assets from any contributions to the  Executive
Retirement Plan would remain on the books of Seaboard as a  long-
term asset.

Assumptions used in determining pension information for the plans
were:

                                                  Years ended December 31,
                                                2004        2003        2002
Weighted-average assumptions
 Discount rate                                  6.00%       6.25%       6.75%
 Expected return on plan assets                 8.25%       8.25%       8.45%
 Long-term rate of increase in compensation
  levels                                     4.00-5.00%  4.00-5.00%  4.00-5.00%

<PAGE> 47

Management  selects the discount rate based on  Moody's  year-end
published  Aa  corporate  bond yield plus  25  basis  points  (to
reflect the long-term nature of the pension liability compared to
the  average  duration  of the corporate bond),  rounded  to  the
nearest  quarter percentage point.  The expected return  on  Plan
assets assumption is based on the weighted average of asset class
expected  returns  that are consistent with  historical  returns.
The  assumed rate is selected to fall between the 50th  and  75th
percentiles of model-based results that reflect the Plan's  asset
allocation.  The measurement date for the Plan is December 31.

The  changes in the plans' benefit obligations and fair value  of
assets  for  the Plan and nonqualified executive  plans  for  the
years  ended December 31, 2004 and 2003, and a statement  of  the
funded status as of December 31, 2004 and 2003 are as follows:

December 31                                      2004                2003
                                     Assets exceed  Accumulated   Accumulated
                                      Accumulated    benefits       benefits
(Thousands of dollars)                  Benefits   exceed assets  exceed assets

Reconciliation of benefit obligation:
 Benefit obligation at beginning
  of year                               $ 47,401     $ 12,633       $ 49,167
 Service cost                              2,203          923          2,892
 Interest cost                             2,925          694          3,407
 Actuarial gains (losses)                  2,277         (959)         6,454
 Benefits paid                            (1,688)        (116)        (1,886)
 Plan amendments                               -        8,696              -
  Benefit obligation at end of year       53,118       21,871         60,034
Reconciliation of fair value of plan assets:
 Fair value of plan assets at beginning
  of year                                 33,194            -         23,987
 Actual return on plan assets              4,378            -          6,004
 Employer contributions                   20,012          116          5,089
 Benefits paid                            (1,688)        (116)        (1,886)
 Fair value of plan assets at end of year 55,896            -         33,194
Funded status                              2,778      (21,871)       (26,840)
Unrecognized transition obligation            82          113            301
Unamortized prior service cost              (527)       8,697           (664)
Unrecognized net actuarial losses         12,619        3,463         17,029
 Prepaid (accrued) benefit cost         $ 14,952     $ (9,598)      $(10,174)

Amounts  recognized  in the Consolidated  Balance  Sheets  as  of
December 31, 2004 and 2003 consist of:

December 31                                      2004                2003
                                     Assets exceed  Accumulated   Accumulated
                                      Accumulated    benefits       benefits
(Thousands of dollars)                  Benefits   exceed assets  exceed assets

Prepaid benefit cost                    $ 14,952     $      -       $      -
Accrued benefit liability                      -      (14,926)       (19,221)
Accumulated other comprehensive loss           -            -          9,047
Intangible asset                               -        5,328              -
 Prepaid (accrued) benefit cost         $ 14,952     $ (9,598)      $(10,174)

<PAGE> 48

As  of  December  31, 2003, the projected benefit obligation  and
accumulated  benefit obligation for unfunded pension  plans  were
$12,633,000 and $9,161,000, respectively.

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

                                           Years ended December 31,
(Thousands of dollars)                     2004      2003      2002

Components of net periodic benefit cost:
 Service cost                            $ 3,126   $ 2,892   $ 2,242
 Interest cost                             3,619     3,407     2,978
 Expected return on plan assets           (2,873)   (2,128)   (2,209)
 Amortization and other                      729       913       232
 Net periodic benefit cost               $ 4,601   $ 5,084   $ 3,243

Expected future net benefit payments for all plans during each of
the  next  five years and in aggregate for the five  year  period
beginning  with  the  sixth  year  are  as  follows:  $3,654,000,
$7,091,000,  $3,014,000, $3,097,000, $3,135,000, and $21,228,000,
respectively.

Seaboard  also  has  certain individual, non-qualified,  unfunded
supplemental   retirement  agreements   for   certain   executive
employees.   Pension expense for these agreements  was  $666,000,
$697,000 and $726,000 for the years ended December 31, 2004, 2003
and  2002,  respectively.   Included  in  other  liabilities   at
December  31,  2004  and  2003  is $10,362,000  and  $10,260,000,
respectively,  representing the accrued  benefit  obligation  for
these  agreements.   As  of  December  31,  2004  and  2003,  the
unrecognized pension cost related to these agreements of $615,000
and  $415,000,  respectively, was included in  accumulated  other
comprehensive  loss, net of related tax.  During  the  next  five
years  and for the aggregate five year period beginning with  the
sixth year, management expects future net benefits payments under
these   agreements   to  be  $778,000,  $1,179,000,   $1,157,000,
$1,138,000, $1,119,000, and $5,260,000, respectively.

Seaboard maintains a defined contribution plan covering  most  of
its   domestic   salaried  and  clerical   employees.    Seaboard
contributes  to  the  plan an amount equal to  100%  of  employee
contributions  up  to  a maximum of 3% of employee  compensation.
Employee  vesting is based upon years of service with 20%  vested
after one year of service and an additional 20% vesting with each
additional  complete year of service.  Contribution  expense  was
$1,445,000,  $1,471,000  and  $1,428,000  for  the  years   ended
December 31, 2004, 2003 and 2002, respectively.

Seaboard  has  an  Investment Option Plan which  allowed  certain
employees to reduce their compensation in exchange for options to
buy  shares  of  certain  mutual  funds  and/or  pooled  separate
accounts.  However, as a result of U.S. tax legislation passed in
October 2004, reductions to compensation earned after 2004 is  no
longer allowed.  The exercise price for each investment option is
established  based upon the fair market value of  the  underlying
investment  on  the date of grant.  Seaboard contributes  to  the
plan   based   on  3%  of  the  employees  reduced  compensation.
Seaboard's  expense  for  this  plan,  which  primarily  includes
amounts  related  to the change in fair value of  the  underlying
investment accounts, was $1,602,000, $2,127,000, and $(1,360,000)
for   the   years  ended  December  31,  2004,  2003  and   2002,
respectively. Included in other   liabilities   at   December 31,
2004 and 2003  are $11,896,000   and  $8,275,000,   respectively,
representing  the market value  of the payable to  the  employees
upon exercise. In conjunction with this  plan, Seaboard purchased
the   specified  number  of  units  of  the   employee-designated
investment plus the option price.  These investments are  treated
as  trading securities  and  are  stated  at  their  fair  market
values.  Accordingly,  as    of   December 31,  2004   and  2003,
$15,103,000  and $10,742,000   were  included  in  other  current
assets  on   the Consolidated  Balance Sheets.  Investment income
related  to  the mark-to-market  of  these  investments for 2004,
2003,  and  2002 totaled $1,537,000, $2,061,000 and $(1,430,000),
respectively.

<PAGE> 49

Note 11
Commitments and Contingencies

Seaboard  reached  an  agreement in  2002  to  settle  litigation
brought  by  the Sierra Club.  Under the terms of the settlement,
Seaboard conducted an investigation at three farms.  Based on the
investigation,  it  has been determined that  two  farms  do  not
require  any corrective action.  The investigation is ongoing  at
the remaining farm, and Seaboard will potentially be required  to
take remedial actions at the farm if conditions so warrant.   The
costs of conducting the monitoring and the investigation are  not
material.

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 stated that  any  settlement  must
include  a civil fine of $1,200,000 for EPA.   Seaboard  believes
that  the  EPA  has  no authority to impose  a  civil  fine,  but
settlement  discussions are continuing.  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.   A
tentative  verbal settlement has been reached with the  State  of
Oklahoma,  which would require Seaboard Farms to pay  a  fine  of
$100,000  and to undertake agreed upon supplemental environmental
projects at a cost of $80,000.  The settlement is subject to  the
final terms of the settlement being agreed to and the approval of
the   Oklahoma   Board  of  Agriculture.  Irrespective   of   the
settlement,  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 tentative settlement 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  penalties
demanded  by  EPA  and tentatively agreed to with  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.

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 result in a judgment having
a   materially  adverse  effect  on  the  consolidated  financial
statements.

From time to time bills have been introduced in the United States
Senate and House of Representatives which included provisions  to
prohibit   meat  packers,  such  as  Seaboard,  from  owning   or
controlling  livestock intended for slaughter.  Such bills  could
have  prohibited  Seaboard from owning or controlling  hogs,  and
thus  would  have  required divestiture  of  our  operations,  or
otherwise  a  restructuring of the ownership and  operation.   As
there  currently  are no such bills pending,  Seaboard  does  not
expect any such actions to be passed in 2005.

<PAGE> 50

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  business objectives.  Seaboard does not issue guarantees
of  third  parties  for compensation.  The following  table  sets
forth the terms of guarantees as of December 31, 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           $   1,532,000       Annual renewal

Seaboard  guaranteed  a  bank borrowing for  a  subsidiary  of  a
foreign affiliate grain processor in Kenya, Unga Holdings Limited
(Unga), a non-consolidated milling affiliate, 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.  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.   Unga  Holdings  has  provided  a  reciprocal
guarantee  to  Seaboard.  As of December 31,  2004,  $832,000  of
borrowings was 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 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 segment.  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 $1,532,000.

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

As  of December 31, 2004, Seaboard had outstanding $55,750,000 of
letters   of  credit  (LCs)  with  various  banks  that   reduced
Seaboard's   borrowing  capacity  under  its   committed   credit
facilities  as discussed in Note 8.  Included in this amount  are
LCs totaling $44,325,000 which support the IDRBs included as long-
term debt and $10,373,000 of LCs related to insurance coverages.

Commitments

As  of  December 31, 2004 Seaboard had various firm noncancelable
purchase  commitments  and commitments  under  other  agreements,
arrangements  and  operating leases as  described  in  the  table
below.

<PAGE> 51

Purchase commitments            Years ended December 31,
(Thousands of dollars)          2005     2006    2007    2008   2009 Thereafter

Hog procurement contracts     $129,257 $ 84,621 $58,555 $     - $     - $     -
Grain and feed ingredients      38,769        -       -       -       -       -
Grain purchase contracts
 for resale                     71,734        -       -       -       -       -
Freight contracts               13,905        -       -       -       -       -
Fuel purchase contract           6,584        -       -       -       -       -
Vessel and equipment purchases
   and facility improvements     5,923        -       -       -       -       -
Other purchase commitments       1,713        -       -       -       -       -
Total  firm purchase
 commitments                   267,885   84,621  58,555       -       -       -
Vessel time-charter
 arrangements                   49,389   28,020  10,807   1,056       -       -
Contract grower finishing
 agreements                     10,848   10,588  10,514  10,609  10,706  80,615
Other  operating lease payments  8,728    8,280   7,170   5,456   2,055   6,862
Total  unrecognized firm
 commitments                  $336,850 $131,509 $87,046 $17,121 $12,761 $87,477

Seaboard  has contracted with third parties for the  purchase  of
live hogs to process at its pork processing plant and has entered
into grain and feed ingredient purchase contracts to support  its
live  hog  operations.  The commitment amounts  included  in  the
table   are   based   on   projected   market   prices   as    of
December 31, 2004.  During 2004, 2003 and 2002, this segment paid
$177,107,000,  $155,012,000  and $113,383,000,  respectively  for
live hogs purchased under contracts.

The  Commodity  Trading  and Milling segment  enters  into  grain
purchase  contracts primarily to support firm sales  commitments.
These contracts are valued based on projected commodity prices as
of  December 31, 2004.  This segment also has short-term  freight
contracts in place for delivery of future grain sales.

The  Power segment has entered into a contract for the supply  of
substantially all fuel required through June 2005 at market-based
prices.   The  fuel commitment shown above reflects  the  average
price  per barrel at December 31, 2004 for the minimum number  of
barrels  specified  in  the agreement.   The  Power  segment  has
reduced  its  production from time to time resulting  in  reduced
fuel  requirements and while the minimum quantity to be delivered
is  stated  in the contract, the vendor has allowed  Seaboard  to
reduce the amount of fuel purchases.

The  Marine segment enters into contracts to time-charter vessels
for  use in its operations.  Historically, these commitments have
been  short-term.  However, as a result of increased  demand  for
vessels  and  increasing  charter-hire rates,  this  segment  has
entered  into  long-term commitments ranging from  one  to  three
years.  In addition to its long-term lease agreements, the short-
term  time-charter contracts of $3,542,000 for 2005 are  included
above   in  vessel  time-charter  arrangements.   This  segment's
charter   hire  expenses  during  2004,  2003  and  2002  totaled
$51,064,000, $47,533,000 and $43,719,000, respectively.

To  support  the  operations of the Pork  segment,  Seaboard  has
contract  grower  finishing agreements in place with  farmers  to
raise  a  portion  of  Seaboard's hogs  according  to  Seaboard's
specifications  under  long-term purchase contracts.   Under  the
terms of the agreements, additional payments would be required if
the  grower achieves certain performance standards.  The contract
grower  finishing  obligations shown above do not  reflect  these
incentive  payments  which, given current operating  performance,
total approximately $1,500,000 per year.  In the event the farmer
is  unable  to perform at an acceptable level, Seaboard  has  the
right  to  terminate the contract.  During the years ended  2004,
2003   and  2002,  Seaboard  paid  $10,099,000,  $5,981,000   and
$3,338,000,   respectively   under  contract   grower   finishing
agreements.

<PAGE> 52

Seaboard  also  leases  various facilities  and  equipment  under
noncancelable  operating lease agreements.   Rental  expense  for
operating  leases,  including payments made  under  the  Facility
Agreements  prior to adoption of FIN 46, amounted to  $8,761,000,
$7,237,000 and $24,067,000 in 2004, 2003 and 2002,  respectively.

Subsequent  to  December 31, 2004,  Seaboard  committed  to spend
$7,070,000  to  purchase  a  used  bulk  vessel for the Commodity
Trading and Milling segment.

In  early  2004,  in conjunction with a marketing agreement  with
Triumph  Foods  LLC  (Triumph),  Seaboard  committed  to  provide
Triumph with up to $1,750,000 of future financing in the event of
specified  costs  over-runs  incurred  in  the  development   and
construction of the plant.

Note 12
Stockholders' Equity and Accumulated Other Comprehensive Loss

In  October  2002,  Seaboard consummated a transaction  with  the
Parent  Company  (the Transaction), pursuant  to  which  Seaboard
effectively  repurchased 232,414.85 shares of  its  common  stock
owned  by the Parent Company for $203.26 per share.  Of the total
consideration  of  $47,241,000, the Parent Company  was  required
under the terms of the Transaction immediately to pay $11,260,000
to  Seaboard to repay in full all indebtedness owed by the Parent
Company  to Seaboard, and to use the balance of the consideration
to  pay  bank  indebtedness of the Parent Company and Transaction
expenses.   During the fourth quarter of 2002, Seaboard cancelled
534,547 shares of common stock held in treasury, including shares
previously held by the Parent Company.

The  Transaction  was approved by Seaboard's Board  of  Directors
after receiving the recommendation in favor of the Transaction by
a  special  committee  of  independent  directors.   The  special
committee  was  advised  by  independent  legal  counsel  and  an
independent  investment  banking  firm.   As  a  result  of   the
Transaction, the Parent Company's ownership interest dropped from
75.3 percent to 70.7 percent.

As a part of the Transaction, the Parent Company also transferred
to  Seaboard rights to receive possible future cash payments from
a subsidiary of the Parent Company, based primarily on the future
sale of real estate and the benefit of other assets owned by that
subsidiary.    Seaboard  also received tax net  operating  losses
("NOLs") which may allow Seaboard to reduce the amount of  future
income  taxes  it  otherwise would pay.  To the  extent  Seaboard
receives  cash  payments  in  the  future  as  a  result  of  the
transferred rights or reduces its federal income taxes payable by
utilizing the NOLs, Seaboard will issue to the Parent Company new
shares  of  common stock with a value equal to the cash  received
and/or  the NOL utilized.  For these purposes, the value  of  the
common  stock issued will be equal to the ten day rolling average
closing  price, determined as of the twentieth day prior  to  the
issue  date.  The maximum number of shares of common stock  which
may  be  issued  to the Parent Company under the  Transaction  is
capped  at 232,414.85, the number of shares which were originally
purchased  from  the  Parent Company.  As of December  31,  2004,
Seaboard  had not received any cash payments from the  subsidiary
of  its  Parent Company and had not used any NOLs.  The right  to
receive  such  payments  expires  September  17,  2007.   If   on
September  17, 2007 there are remaining NOLs that have  not  been
used, then Seaboard is to issue shares based on the present value
of such NOLs projected to be used in the future.

As  noted  above,  Seaboard has available NOLs  from  the  Parent
Company  totaling  $23,764,000.  These NOLs may  be  utilized  in
Seaboard's 2004 tax return pending finalization of the audits  of
Seaboard's  prior  years'  income  tax  returns  currently  being
conducted by the Internal Revenue Service as discussed in Note 7.
If  these NOLs are not utilized in the 2004 tax return, they will
be  carried forward.  If these NOLs are utilized in the 2004  tax
return  (anticipated  to  be  filed September  15,  2005)  or  in
subsequent  tax returns, generating a tax benefit of  $8,317,000,
Seaboard will issue additional shares of its common stock to  the
Parent  Company  for the tax benefit received in accordance  with
the terms of the Transaction, as described above.

<PAGE> 53

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

                                                Years ended December 31,
(Thousands of dollars)                          2004      2003      2002

Cumulative foreign currency translation
 adjustment                                  $(53,986) $(56,490) $(62,555)
Unrealized gain on investments                    257        14       118
Unrecognized pension cost                        (375)   (5,772)   (5,799)
Net unrealized loss on cash flow hedges          (188)      (30)        -
Deferred gain on interest rate swaps              551       751       952

  Accumulated other comprehensive loss       $(53,741) $(61,527) $(67,284)

The  foreign currency translation adjustment primarily represents
the effect of the Argentine peso currency exchange fluctuation on
the  net  assets  of  the  Sugar and Citrus  segment.   When  the
Argentine government lifted the one to one parity of the peso  to
the  U.S.  dollar  at the end of 2001, the peso lost  significant
value   against  the  dollar.  While  the  devaluation  continued
throughout  2002, the peso regained some value  during  2003  and
remained  relatively stable during 2004.   As  a  result  of  the
change  in  peso  value, stockholders' equity increased  for  the
years  ended  December  31,  2004  and  2003  by  $3,006,000  and
$10,749,000, respectively, compared to a decrease of  $50,372,000
for  the year ended December 31, 2002.  These changes reflect the
foreign  currency exchange gains and losses recorded in  earnings
in  each  year of $128,000, $519,000 and $(12,540,000) for  2004,
2003  and  2002, respectively, relating to net dollar-denominated
debt  of  the  Argentine  subsidiary,  and  currency  translation
adjustments of $2,878,000, $10,230,000 and $(37,832,000) as other
comprehensive gains or losses for the peso-denominated net assets
as  of  December  31,  2004,  2003, and  2002,  respectively.  At
December  31, 2004, the Sugar and Citrus segment has  $74,970,000
in  net  assets denominated in Argentine pesos and $4,922,000  in
net assets denominated in U.S. dollars in Argentina.  Until 2002,
no  tax  benefit  was  provided  related  to  this  reduction  of
shareholders'  equity.  However, after a series  of  transactions
was  completed in 2002 which changed the organizational structure
of  this  subsidiary as described in Note 7, Seaboard recorded  a
35%  deferred  tax  benefit relating to the currency  translation
adjustment component of accumulated other comprehensive loss  and
a   one-time   current   benefit  of  $14,303,000   through   the
Consolidated Statements of Earnings.

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

Note 13
Segment Information

Seaboard   Corporation  had  five  reportable  segments   through
December  31, 2004: Pork, Commodity Trading and Milling,  Marine,
Sugar and Citrus, and Power, each offering a specific product  or
service.   The Pork segment produces and sells fresh  and  frozen
pork  to further processors, foodservice outlets, grocery  stores
and  other retail outlets, and distributors throughout the United
States and to certain foreign markets.  The Commodity Trading and
Milling segment internationally markets wheat, corn, soybean meal
and other commodities in bulk to third party customers and to non-
consolidated  foreign affiliates, and operates flour,  maize  and
feed  mills in foreign countries.  The Marine segment,  based  in
Miami,  Florida,  provides containerized cargo shipping  services
between  the United States, the Caribbean Basin, and Central  and
South  America.   The  Sugar  and  Citrus  segment  produces  and
processes sugar and citrus in Argentina primarily to be  marketed
locally.    The   Power  segment  operates  as   an   unregulated
independent  power producer in the Dominican Republic  generating
power  from  a  system of diesel engines mounted on  two  barges.
Revenues  from all other segments are primarily derived from  the
jalapeno  pepper processing and domestic trucking  transportation
operations.  Each of the five main segments is separately managed
and  each  was  started  or  acquired independent  of  the  other
segments.

<PAGE> 54

As a result of the weakened economic environment in the Dominican
Republic  (DR),  where  the  Power segment  operates,  the  local
government has experienced liquidity problems that have  impaired
its  ability to pay commercial creditors on a timely basis.   The
liquidity  problems  have directly affected the  government-owned
distribution companies and other companies that must collect from
the government to make payments on their accounts.  Historically,
the  DR government funded electricity collection shortfalls  with
cash  payments  to the distribution companies.  In recent  years,
the  government  has not fully funded the collection  shortfalls.
Consequently, this segment has continued to experience difficulty
collecting  amounts owed from certain generating and distribution
companies.  During 2004, as a result of management's concern over
its  ability  to  collect  certain  customer  accounts,  Seaboard
curtailed power production from time to time to avoid spot market
sales  to  troubled companies or entities that  were  not  making
timely  payments.  In addition, approximately $1,932,000 of  spot
market sales were not recorded during the second half of 2004  as
collectibility  was not reasonably assured.  As of  December  31,
2004,  Seaboard's  net receivable exposure  from  customers  with
significant  past  due  balances totaled  $26,213,000,  including
$10,300,000   classified  in  other  long-term  assets   on   the
Consolidated  Balance Sheets.   During the latter half  of  2003,
certain  customers did not make any payments for  electric  power
sold  to  them by Seaboard.    As a result, Seaboard  recorded  a
$4,284,000 charge to operating expense during the fourth  quarter
of   2003  to  increase  the  allowance  for  doubtful   accounts
related to  those  nonpaying  customers.  For 2002, the allowance
was  reduced   by   $2,932,000,  reflecting   the   recovery   of
previously   reserved   receivables   for   which   Seaboard  had
negotiated  full payment for all past due amounts.

While  the  economy in the DR continued to suffer from  the  cash
imbalance throughout 2004, the peso regained some of the value it
had   lost   during  2003  when  the  Dominican   peso   devalued
approximately 68%.  Foreign exchange gains (losses)  included  in
other  income  (expense)  for  this segment  totaled  $2,460,000,
$(6,735,000)   and  $(1,952,000)  for  2004,   2003   and   2002,
respectively.

As  a  result  of  the sustained losses from an investment  in  a
Bulgarian wine business (the Business), during the third  quarter
of  2004  Seaboard's common stock investment was reduced to  zero
and   Seaboard  began  applying  losses  against  its   remaining
investments, 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% during the third quarter of  2004.   In
February  2005,  the Board of Directors and the majority  of  the
owners of this Business, including Seaboard, agreed to pursue the
sale  of  the entire Business or all of its assets.  Accordingly,
Seaboard  assessed  the  fair value of  this  Business  based  on
current  negotiations  to  sell  a  substantial  portion  of  the
Business  and  all related wine labels, and other information  on
the fair value for the sale of all other assets of this Business.
The  result  of  this  assessment  indicated  a  fair  value   of
$9,189,000  compared  to  the cost basis  of  $12,781,000  as  of
December  31, 2004.  As a result, in the fourth quarter of  2004,
Seaboard  recognized  a $3,592,000 decline  in  value  considered
other  than  temporary in its investment in this  Business  as  a
charge  to  losses  from  foreign affiliates  in  the  All  Other
segment.   Seaboard  also  has  $2,511,000  of  foreign  currency
translation  gains  recorded in other comprehensive  income  from
this   business  which  will  be  recognized  in  earnings   upon
completion of the sale.

During  the  third  quarter of 2003, the  Business  negotiated  a
refinancing of certain of its debt after it was unable to make  a
scheduled  principal payment in 2002 to a bank  syndication.   As
part  of  the refinancing, the bank syndication forgave a portion
of the debt and the Business sold certain assets, the proceeds of
which were used to repay a portion of the principal balance  plus
accrued  interest.  As a result of this transaction, the Business
incurred  a  loss from the sale of assets, net of the  gain  from
debt   forgiveness,  of  which  Seaboard  recorded   its   share,
$1,489,000, during the third quarter of 2003.

During  2003,  Seaboard  sold its shrimp farming  and  processing
assets  in  Honduras   with  a  book  value  of  $2,744,000   for
$3,900,000,  including  cash  received  of  $200,000  and   notes
receivable  of  $3,700,000,  due in annual  installments  through
2009.  As a substantial portion of the sale price is in the  form
of  a  long-term note receivable from the buyer, management  will
use  the  cost recovery method of accounting and no gain will  be
recognized until the actual cash is collected.

<PAGE> 55

As  discussed  in  Note  3, 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 2003 and 2002 as  a  loss  from
foreign   affiliates   totaled   $15,546,000   and   $10,158,000,
respectively.  Included in 2003 losses is $12,421,000  for  asset
impairment  charges primarily related to inventory, license,  and
fixed assets caused by sustained low worldwide salmon prices  and
an  unfavorable U.S. Court ruling restricting Fjord from the  use
of its genetic material.

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


Sales to External Customers:

                                       Years ended December 31,
(Thousands of dollars)              2004         2003         2002

Pork                            $  961,614   $  735,662   $  645,820
Commodity Trading and Milling    1,066,545      667,869      652,120
Marine                             498,504      408,971      383,419
Sugar and Citrus                    72,940       70,740       57,700
Power                               56,386       69,622       63,106
All Other                           27,991       28,476       27,142
   Segment/Consolidated Totals  $2,683,980   $1,981,340   $1,829,307


Operating Income:

                                       Years ended December 31,
(Thousands of dollars)              2004         2003         2002

Pork                            $  143,939   $   22,447   $  (13,876)
Commodity Trading and Milling       27,409       15,951       18,430
Marine                              61,607        5,759       16,599
Sugar and Citrus                    12,263       18,755       16,294
Power                                4,357        7,037       14,258
All Other                            3,255        2,014         (784)
   Segment Totals                  252,830       71,963       50,921
Corporate                           (1,576)      (3,177)      (3,796)
   Consolidated Totals          $  251,254   $   68,786   $   47,125


Gain (Loss) from Foreign Affiliates:

                                       Years ended December 31,
(Thousands of dollars)              2004         2003         2002

Commodity Trading and Milling   $    5,806   $     (384)  $   (3,813)
Sugar and Citrus                       687         (337)           -
All Other                           (8,538)     (20,553)     (13,013)
   Segment/Consolidated Totals  $   (2,045)  $  (21,274)  $  (16,826)


<PAGE> 56

Depreciation and Amortization:

                                       Years ended December 31,
(Thousands of dollars)              2004         2003         2002

Pork                            $   40,017   $   37,173   $   24,069
Commodity Trading and Milling        2,945        3,261        3,148
Marine                              11,504       13,264       14,276
Sugar and Citrus                     4,214        3,817        3,857
Power                                5,363        5,348        5,220
All Other                              360          936        1,322
   Segment Totals                   64,403       63,799       51,892
Corporate                              217          404          744
   Consolidated Totals          $   64,620   $   64,203   $   52,636


Capital Expenditures:

                                       Years ended December 31,
(Thousands of dollars)              2004         2003         2002

Pork                            $   11,807   $   15,756   $  135,145
Commodity Trading and Milling        4,862        2,741        1,122
Marine                              10,345        7,651        9,710
Sugar and Citrus                     5,485        4,435        2,545
Power                                  198          396          814
All Other                              847          235          128
   Segment Totals                   33,544       31,214      149,464
Corporate                               78          258          415
   Consolidated Totals          $   33,622   $   31,472   $  149,879


Investment in and Advances to Foreign Affiliates:

                                                   December 31,
(Thousands of dollars)                           2004         2003

Commodity Trading and Milling                $   26,762   $   28,040
Sugar and Citrus                                  2,050        1,612
All Other                                         9,189       17,028
   Segment/Consolidated Totals               $   38,001   $   46,680


Total Assets:

                                                   December 31,
(Thousands of dollars)                           2004         2003

Pork                                         $  655,551   $  670,288
Commodity Trading and Milling                   278,324      243,065
Marine                                          138,238      114,375
Sugar and Citrus                                 90,035       75,674
Power                                            77,978       76,920
All Other                                        13,924       13,953
   Segment Totals                             1,254,050    1,194,275
Corporate                                       182,644      131,416
   Consolidated Totals                       $1,436,694   $1,325,691

<PAGE> 57

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

Geographic Information

Seaboard   had  sales  in  South  Africa  totaling  $355,475,000,
$200,310,000, and $242,415,000 for the years ended  December  31,
2004,  2003  and  2002, respectively, representing  approximately
13%,  10%  and  13% of total sales for each respective  year.  No
other  individual foreign country accounts for  10%  or  more  of
sales  to  external customers.  The following  table  provides  a
geographic summary of net sales based on the location of  product
delivery.

                                          Years ended December 31,
(Thousands of dollars)                   2004       2003       2002

United States                        $  951,650 $  758,325 $  636,091
Caribbean, Central and South America    713,921    555,680    541,332
Africa                                  744,552    485,619    478,273
Pacific Basin and Far East              133,307     93,568     94,550
Canada/Mexico                            70,208     72,051     56,575
Eastern Mediterranean                    51,786      9,301     14,435
Europe                                   18,556      6,796      8,051
 Totals                              $2,683,980 $1,981,340 $1,829,307

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

                                                      December 31,
(Thousands of dollars)                              2004       2003

United States                                   $  505,489 $  544,016
Dominican Republic                                  39,644     45,898
Argentina                                           38,760     37,174
All other                                           21,105     19,121
 Totals                                         $  604,998 $  646,209

At  December  31,  2004  and  2003,  Seaboard  had  approximately
$156,685,000   and   $107,828,000,   respectively,   of   foreign
receivables,  excluding receivables due from foreign  affiliates,
which  generally  represent more of a collection  risk  than  the
domestic  receivables.   Management believes  its  allowance  for
doubtful receivables is adequate.

<PAGE> 58


Board of Directors

H.H. Bresky                       Kevin M. Kennedy
Chairman of the Board,            Director
President and                     President and Chief Investment
Chief Executive Officer           Officer, Great Circle
                                  Management LLC
David A. Adamsen
Director                          Joseph E. Rodrigues
Vice President - Group General    Director
Manager,                          Retired Executive Vice
Northeast Region, Dean Foods      President and Treasurer
Company

Douglas W. Baena
Director
Chief Executive Officer,
CreditAmerica, Inc.

Officers

H.H. Bresky                       Barry E. Gum
Chairman of the Board,            Vice President, Finance
President and Chief
Executive Officer                 James L. Gutsch
                                  Vice President, Engineering
Steven J. Bresky
Senior Vice President,            Ralph L. Moss
International Operations          Vice President, Governmental
                                  Affairs
Robert L. Steer
Senior Vice President,            David S. Oswalt
Treasurer and Chief Financial     Vice President, Taxation and
Officer                           Business Development

David M. Becker                   John A. Virgo
Vice President, General           Vice President, Corporate
Counsel and Secretary             Controller and Chief Accounting
                                  Officer

Chief Executive Officers of Principal Seaboard Operations

Rodney K. Brenneman                Edward A. Gonzalez
Pork                               Marine

Steven J. Bresky
Commodity Trading and Milling

Stock Transfer Agent and           Availability of 10-K Report
Registrar of Stock                 Seaboard files its Annual
                                   Report on Form 10-K with the
UMB Bank, n.a.                     Securities and Exchange
Securities Transfer Division       Commission.  Copies of the
P.O. Box 410064                    Form 10-K for fiscal 2004 are
Kansas City, Missouri 64141-0064   available without charge by
(800) 884-4225                     writing Seaboard Corporation,
                                   9000 West 67th Street, Shawnee
Auditors                           Mission, Kansas 66202,
                                   Attention: Shareholder
KPMG LLP                           Relations or via the Internet
1000 Walnut, Suite 1000            at www.seaboardcorp.com.
Kansas City, Missouri 64106        Seaboard provides access to
                                   its most recent Form 10-K,
Stock Listing                      10-Q and 8-K reports on its
                                   Internet website, free of
Seaboard's common stock is         charge, as soon as reasonably
traded on the American Stock       practicable after those
Exchange under the symbol SEB.     reports are electronically
Seaboard had 215 shareholders      filed with the Securities and
of record of shares of its         Exchange Commission.
common stock as of December
31, 2004.

<PAGE> 59

</TEXT>
</DOCUMENT>
