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<SEC-DOCUMENT>0000088121-05-000004.txt : 20050304
<SEC-HEADER>0000088121-05-000004.hdr.sgml : 20050304
<ACCEPTANCE-DATETIME>20050304161641
ACCESSION NUMBER:		0000088121-05-000004
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20050304
DATE AS OF CHANGE:		20050304

FILER:

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

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		05661519

	BUSINESS ADDRESS:	
		STREET 1:		9000 W. 67TH STREET
		CITY:			SHAWNEE MISSION
		STATE:			KS
		ZIP:			66202
		BUSINESS PHONE:		9136768800

	MAIL ADDRESS:	
		STREET 1:		9000 W. 67TH STREET
		CITY:			SHAWNEE MISSION
		STATE:			KS
		ZIP:			66202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SEABOARD ALLIED MILLING CORP
		DATE OF NAME CHANGE:	19820328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HATHAWAY BAKERIES INC
		DATE OF NAME CHANGE:	19710315
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>k-102004.txt
<DESCRIPTION>SEABOARD CORPORATION 2004 10-K
<TEXT>

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

(Mark One)
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2004

                               OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from _______________ to ________________

                 Commission file number: 1-3390

                       SEABOARD CORPORATION
     (Exact name of registrant as specified in its charter)

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

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

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

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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

   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                               None
                        (Title of class)

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

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

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

The  aggregate market value of 354,380 shares of Seaboard  voting
stock held by nonaffiliates was approximately $175,453,538, based
on  the  closing price of $495.10 per share on July 2, 2004,  the
end    of    Seaboard's   second   fiscal   quarter.     As    of
February  18,  2005,  the  number  of  shares  of  common   stock
outstanding was 1,255,053.90.

               DOCUMENTS INCORPORATED BY REFERENCE

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

Part  II, a part of item 5, and Part III, a part of item  10  and
items  11,  12  and 13 are incorporated herein  by  reference  to
Seaboard  Corporation's definitive proxy statement filed pursuant
to Regulation 14A for the 2005 annual meeting of stockholders.

<PAGE>

Forward-Looking Statements

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,

     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
            segment,

     (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 Form 10-K and  in
other  filings  Seaboard  makes with  the  Commission,  including
without   limitation,   the   information   under   the   heading
"Management's Discussion and Analysis of Financial Condition  and
Results  of  Operations" in this Form 10-K, identifies  important
factors      which     could     cause     such      differences.

<PAGE> 2

                             PART I

Item 1.  Business

(a)  General Development of Business

Seaboard  Corporation,  a  Delaware  corporation,  the  successor
corporation  to  a  company  first  incorporated  in  1928,   and
subsidiaries    (Seaboard)   is   a   diversified   international
agribusiness  and  transportation  company  which  is   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.  See Item 1(c) (1) (ii)  "Status  of
Product  or  Segment" below for a discussion of  developments  in
specific segments.

Seaboard  Flour LLC, a Delaware limited liability  company,  owns
approximately  70.7 percent of the outstanding  common  stock  of
Seaboard.   Mr.  H. Harry Bresky, President and  Chief  Executive
Officer  of  Seaboard, and other members of  the  Bresky  family,
including  trusts  created for their benefit,  own  approximately
99.5  percent  of the common units of Seaboard Flour  LLC.   Such
Bresky  family  members also own additional shares,  representing
approximately  2.7  percent of the outstanding  common  stock  of
Seaboard.

(b)  Financial Information about Industry Segments

The  information required by Item 1(b) of Form 10-K  relating  to
Industry Segments is incorporated herein by reference to Note  13
of  the  Consolidated Financial Statements appearing on pages  54
through   58  of  the  Seaboard  Corporation  Annual  Report   to
Stockholders  furnished to the Commission pursuant to  Rule  14a-
3(b) and attached as Exhibit 13 to this Report.

(c)  Narrative Description of Business

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

     (i)  Principal Products and Services

     Pork  Division - Seaboard, through its subsidiary,  Seaboard
     Farms, Inc., engages in the businesses of hog production and
     pork   processing  in  the  United  States.   Through  these
     operations,  Seaboard produces and sells  fresh  and  frozen
     pork  to  further  processors, foodservice outlets,  grocery
     stores  and  other  retail outlets, and  other  distributors
     throughout the United States, and to Japan and other foreign
     markets.   Further processing companies purchase  Seaboard's
     pork  products  in  bulk  and  produce  products,  such   as
     lunchmeat, hams, bacon, and sausages.  Fresh pork,  such  as
     loins,  tenderloins  and ribs are sold to  distributors  and
     grocery  stores.   Seaboard also sells  a  small  amount  of
     packaged,  further  processed and marinated  pork  products.
     Seaboard  sells  some of its products under the  brand  name
     Prairie  Fresh.   Seaboard's hog processing plant is located
     in Guymon, Oklahoma, and operates at double shift capacity.

     Seaboard's hog production operations consist of the breeding
     and  raising  of approximately 3.5 million hogs annually  at
     facilities  it either owns or leases or at facilities  owned
     and  operated  by  third parties with  whom  it  has  grower
     contracts.  The hog production operations are located in the
     States  of Oklahoma, Kansas, Texas and Colorado.  As a  part
     of   the   hog  production  operations,  Seaboard   produces
     specially  formulated feed for the hogs at  six  owned  feed
     mills.   The  remaining hogs processed  are  purchased  from
     third  party  hog producers, primarily pursuant to  purchase
     contracts.

     Commodity   Trading  and  Milling  Division   -   Seaboard's
     Commodity   Trading  and  Milling  Division,   through   its
     subsidiaries, Seaboard Overseas Limited located in  Bermuda,
     Seaboard  Overseas Trading and Shipping (PTY), Ltd.  located
     in  Durban,  South  Africa,  and other  locations  in  Peru,
     Ecuador  and  Zambia, 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  to  Africa,
     South America, the Caribbean, and the Eastern Mediterranean.
     The    division   originates,   transports    and    markets
     approximately 4.8 million tons of grains and proteins on  an
     annual basis.  Seaboard integrates the service of delivering
     commodities  to its customers through the use  of  chartered
     bulk vessels and its seven owned bulk carriers.

     This  division  also  operates  milling  businesses  in   13
     countries,  which  are  primarily supplied  by  the  trading
     locations  discussed above.  The grain processing businesses
     are  operated  through  five  consolidated  and  eight  non-
     consolidated affiliates in Africa, the Caribbean  and  South
     America, with flour, feed and maize milling businesses which
     produce  approximately 1.5 million metric tons  of  finished
     products  per  year.  Most of the products produced  by  the
     milling  operations are sold in the countries in  which  the
     products are produced.

<PAGE> 3

     Marine Division - Seaboard, through its subsidiary, Seaboard
     Marine Limited, and various foreign affiliated companies and
     third  party  agents, provides containerized cargo  shipping
     service  to  over twenty-five countries between  the  United
     States,  the Caribbean Basin, and Central and South America.
     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.   Through
     intermodal arrangements, Seaboard can transport cargo to and
     from  numerous  U.S. mainland locations by either  truck  or
     rail to and from one of its U.S. port locations, where it is
     staged  for export via sea or received as import cargo  from
     abroad.

     Seaboard's  primary  marine  operations  located  in   Miami
     include   a   135,000  square  foot  warehouse   for   cargo
     consolidation and temporary storage, and 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.   Seaboard  also  provides   cargo
     transportation service from its domestic ports  of  call  to
     and  from multiple foreign destinations where Seaboard  does
     not  make vessel calls through connecting carrier agreements
     with third party regional and global carriers.

     Sugar   and   Citrus  Division  -  Seaboard,   through   its
     subsidiary,  Ingenio y Refineria San Martin del Tabacal  and
     other Argentine non-consolidated affiliates, is involved  in
     the production and refining of sugar cane and the production
     and  processing of citrus in Argentina.  This division  also
     purchases sugar and citrus in bulk from third parties within
     Argentina  for  subsequent resale.  The sugar  products  are
     primarily  sold  in Argentina, primarily to retailers,  soft
     drink  manufacturers,  and  food  manufacturers,  with  some
     exports to the United States, South America and Europe while
     the  citrus  products are primarily exported to  the  global
     market.  Seaboard grows a large portion of the sugar cane on
     approximately  46,000  acres of land  it  owns  in  northern
     Argentina.  The cane is processed at an owned mill,  with  a
     current 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  sugar mill is one of the largest in Argentina.  Another
     3,000 acres of land is planted with oranges.

     Power   Division   -  Seaboard,  through   its   subsidiary,
     Transcontinental Capital Corp. (Bermuda) Ltd.,  operates  as
     an  independent  power producer in the  Dominican  Republic.
     This  operation  is  exempt from U.S. regulation  under  the
     Public Utility Holding Company Act of 1938, as amended.  The
     business  operates  two floating barges  with  a  system  of
     diesel  engines  capable  of  generating  a  combined  rated
     capacity  of  approximately  112 megawatts  of  electricity.
     Seaboard  generates  electricity into  the  local  Dominican
     Republic power grid, but is not involved in the transmission
     or  distribution of the electricity.  The barges are secured
     on  the  Ozama  River in Santo Domingo, Dominican  Republic.
     The  electricity  is sold at contracted pricing  to  certain
     large  commercial users with contract terms  extending  from
     one  to  four years.  Seaboard also sells power under short-
     term  contracts  with certain government-owned  distribution
     companies.  The remaining electricity is sold in  the  "spot
     market"  at  prevailing market prices,  primarily  to  three
     wholly  or  partially government-owned electric distribution
     companies.

     Other Businesses - Seaboard purchases and processes jalapeno
     peppers  at  its  owned  plant in Honduras.   The  processed
     peppers  are  primarily  sold to a customer  in  the  United
     States,  and  are shipped by Seaboard's Marine Division  and
     distributed  from  Seaboard's Port  of  Miami  cold  storage
     warehouse.

     Seaboard  has a truck transportation business which arranges
     truck freight services for third parties as a broker and  as
     a  carrier.   This  business  also  provides  logistics  and
     transportation  services 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> 4

     The information required by Item 1 of Form 10-K with respect
     to  the amount or percentage of total revenue contributed by
     any  class of similar products or services which account for
     10  percent  or more of consolidated revenue in any  of  the
     last  three  fiscal  years  is  set  forth  in  Note  13  of
     Seaboard's  Consolidated Financial Statements, appearing  on
     pages  54  through  58 of the Seaboard's  Annual  Report  to
     Stockholders,  furnished  to  the  Commission  pursuant   to
     rule  14a-3(b)  and attached as Exhibit 13 to  this  report,
     which information is incorporated herein by reference.

     (ii) Status of Product or Segment

     In  early  2004, Seaboard entered into a marketing agreement
     with  Triumph Foods LLC (Triumph) to market all of the  pork
     products processed at Triumph's pork processing plant to  be
     constructed in St. Joseph, Missouri.  The plant is scheduled
     to  begin  operations in late 2005.  This  plant  will  have
     capacity  similar to Seaboard's Guymon, Oklahoma 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.

     In  early  2002, Seaboard announced plans to build a  second
     pork  processing plant in northern Texas along with  related
     plans  to  expand its vertically integrated  hog  production
     facilities.  However, with the planned construction  of  the
     Triumph pork processing plant discussed above, Seaboard does
     not  intend  to proceed with the expansion project  at  this
     time.

     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  its
     ownership and operation.  Currently, no such bill is  active
     nor  have  any been passed into law, and Seaboard  does  not
     expect any such actions to be passed in 2005.

     The  economic environment in the Dominican Republic (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 to cover
     the   significant   peso  devaluation   and   increases   in
     dollar-denominated fuel costs.  The government has not fully
     funded this cash shortfall.

     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, Seaboard  has  curtailed  its
     level  of  power  generation in 2004 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 can not 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,  all 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.

     Seaboard  has  an  equity investment in a wine  business  in
     Bulgaria.  In February 2005, the Board of Directors and  the
     majority of owners, including Seaboard, agreed to pursue the
     sale  of  the  entire business or all  of  its  assets.   No
     assurance  can  be given as to whether any  such  sale  will
     occur.

     (iii) Sources and Availability of Raw Materials

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

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

     Seaboard uses the registered trademark of Seaboard.

<PAGE> 5

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

     The  Marine  Division uses the trade name  Seaboard   Marine
     which  is  also  a registered trademark.  Seaboard  believes
     there  is  significant recognition of the  Seaboard   Marine
     trademark in the industry and by many of its customers.

     Part  of the sales within the Sugar and Citrus Division  are
     made  under  the  Chango   brand in  Argentina,  where  this
     division  operates.  Local sales prices benefit  from  sugar
     import  duties  imposed by the Argentine  government,  which
     affects the volume of sugar imported to that market.

     Seaboard's  Power  Division  benefits  from  a  tax   exempt
     concession  granted  by  the Dominican  Republic  government
     through 2012.

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

     (v) Seasonal Business

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

     (vi) Practices Relating to Working Capital Items

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

     (vii) Depending on a Single Customer or Few Customers

     Seaboard  does not have sales to any one customer  equal  to
     10%  or  more  of consolidated revenues.  The Pork  division
     derives approximately ten percent of its revenues from three
     customers  in  Japan through one agent.  The Power  division
     sells power in the Dominican Republic to a limited number of
     contract customers and on the spot market accessed primarily
     by  three  wholly or partially government-owned distribution
     companies.

     Seaboard's  Produce  Division  sells  nearly  all   of   its
     processed jalapeno peppers to one customer under a  contract
     expiring  in  2006.   We do not believe  the  loss  of  this
     customer  would have a material adverse effect on Seaboard's
     consolidated  financial position or results  of  operations.
     No  other  division has sales to a few customers  which,  if
     lost,  would  have  a material adverse effect  on  any  such
     segment or on Seaboard taken as a whole.

     (viii) Backlog

     Backlog is not material to Seaboard businesses.

     (ix) Government Contracts

     No material portion of Seaboard business involves government
     contracts.

     (x) Competitive Conditions

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

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

     Seaboard's  sugar  business owns one of  the  largest  sugar
     mills  in  Argentina and faces significant  competition  for
     sugar sales in the local Argentine market.  Sugar prices  in
     Argentina  are  higher  than world markets  due  to  current
     Argentine government price protection policies.

     Seaboard's  Power  Division  is  located  in  the  Dominican
     Republic.   Power generated by this segment is sold  on  the
     spot  market  or  to contract customers at prices  primarily
     based on market conditions rather than cost-based rates.

<PAGE> 6

     (xi) Research and Development Activities

     Seaboard   does   not  engage  in  material   research   and
     development activities.

     (xii) Environmental Compliance

     Seaboard  is  subject to numerous Federal, state  and  local
     provisions  relating to the environment  which  require  the
     expenditure  of  funds in the ordinary course  of  business.
     Seaboard  does not anticipate making expenditures for  these
     purposes,  including expenditures with respect to the  items
     disclosed  in  Item  3,  Legal Proceedings,  which,  in  the
     aggregate  would  have a material or significant  effect  on
     Seaboard's financial condition or results of operations.

     (xiii) Number of Persons Employed by Registrant

     As   of   December   31,  2004,  Seaboard,  excluding   non-
     consolidated  foreign affiliates, had  9,532  employees,  of
     whom   5,383   were   employed   in   the   United   States.
     Approximately  2,000 employees in Seaboard's  Pork  Division
     and   approximately  10  employees  in  Seaboard's   Produce
     Division  are  covered by collective bargaining  agreements.
     Seaboard   considers   its   employee   relations   to    be
     satisfactory.

(d)  Financial Information about Geographic Areas

The  financial  information required by Item 1(d)  of  Form  10-K
relating  to export sales is incorporated herein by reference  to
Note 13 of Seaboard's Consolidated Financial Statements appearing
on   pages   54  through  58  of  Seaboard's  Annual  Report   to
Stockholders  furnished to the Commission pursuant to  Rule  14a-
3(b) and attached as Exhibit 13 to this report.

Seaboard  considers  its relations with the  governments  of  the
countries  in  which its foreign subsidiaries and affiliates  are
located  to  be  satisfactory, but these foreign  operations  are
subject  to risks of doing business in lesser-developed countries
which  are  subject  to  potential civil unrests  and  government
instabilities,    increasing   the    exposure    to    potential
expropriation, confiscation, war, insurrection, civil strife  and
revolution,   currency  inconvertibility  and  devaluation,   and
currency exchange controls.  To minimize certain of these  risks,
Seaboard  has insured certain investments in its affiliate  flour
mills  in  Angola, Haiti, Lesotho, Mozambique, Republic of  Congo
and  Zambia,  to  the  extent available  and  deemed  appropriate
against   certain  of  these  risks  with  the  Overseas  Private
Investment   Corporation,  an  agency  of   the   United   States
Government.    At the date of this report, Seaboard is not  aware
of  any  situations referred to above which could have a material
effect on Seaboard's business.

(e)  Available Information

Seaboard electronically files with the Commission annual  reports
on  Form 10-K, quarterly reports on Form 10-Q, current reports on
Form  8-K  and  amendments to those reports pursuant  to  Section
13(a) or 15(d) of the Exchange Act.  The public may read and copy
any materials filed with the Commission at their public reference
room   located  at  Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,   D.C.   20549.   The  public  may   obtain   further
information  concerning  the  public  reference  room   and   any
applicable  copy  charges, as well as the  process  of  obtaining
copies of filed documents by calling the Commission at 1-800-SEC-
0330.

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

Please  note that any internet addresses provided in this  report
are  for  information purposes only and are not  intended  to  be
hyperlinks.   Accordingly,  no  information  provided   at   such
Internet  addresses  is  intended or deemed  to  be  incorporated
herein by reference.

<PAGE> 7

Item 2.  Properties

(1)   Pork - Seaboard's Pork Division owns a hog processing plant
in Guymon, Oklahoma, which opened in 1995.  It 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.   The  plant is  utilized  at  near  capacity
throughout   the  year.   Seaboard's  hog  production  operations
consist  of the breeding and raising of approximately 3.5 million
hogs  annually  at  facilities it either owns or  leases,  or  at
facilities owned and operated by third parties with whom  it  has
grower  contracts.  This business owns and operates six centrally
located  feed  mills  which have a combined capacity  to  produce
approximately  1,700,000 tons of formulated  feed  annually  used
primarily to support Seaboard's existing hog production, and  has
the  capability  of supporting additional hog production  in  the
future.  These facilities are located in Oklahoma, Texas,  Kansas
and Colorado.

(2)  Commodity Trading and Milling - Seaboard's Commodity Trading
and  Milling Division owns, in whole or in part, grain-processing
operations in 13 countries which have the capacity to  mill  over
6,000  metric  tons  of wheat and maize per  day.   In  addition,
Seaboard  has feed mill capacity of in excess of 112 metric  tons
per  hour to produce formula animal feed.  The milling operations
located in Angola, Democratic Republic of Congo, Ecuador, Guyana,
Haiti,  Kenya, Lesotho, Mozambique, Nigeria, Republic  of  Congo,
Sierra  Leone, Uganda and Zambia own their facilities; in  Kenya,
Lesotho, Mozambique, Nigeria, Republic of Congo and Sierra  Leone
the  land  the  mills  are located on is leased  under  long-term
agreements.   Certain foreign milling operations may  operate  at
less  than  full  capacity  due to low  demand  related  to  poor
consumer purchasing power and European-subsidized wheat and flour
exports.   Seaboard  also owns seven 9,000 metric-ton  deadweight
dry  bulk carriers and "time charters" (the charter of a  vessel,
whereby  the  vessel owner is responsible to provide the  captain
and  crew  necessary  to  operate the vessel),  under  short-term
agreements,  between seven and twenty-three  bulk  carrier  ocean
vessels  with  deadweights ranging from 8,000  to  60,000  metric
tons.

(3)   Marine - Seaboard's Marine Division leases a 135,000 square
foot  warehouse and 70 acres of port terminal land and facilities
in  Miami,  Florida  which  are used in its  containerized  cargo
operations.  Seaboard also leases an approximately 62 acre  cargo
handling  and terminal facility in Houston, Texas, which includes
several on-dock warehouses totaling over 690,000 square feet  for
cargo  storage.   Seaboard owns seven ocean  cargo  vessels  with
deadweights  ranging from 2,813 to 14,545 metric  tons  and  time
charters  under  long-term contracts ranging from  one  to  three
years,  and  short-term agreements, between  fifteen  and  twenty
containerized ocean cargo vessels with deadweights  ranging  from
2,600  to  19,456 metric-tons.  In addition, this  business  also
"bareboat  charters"  (the  charter  of  a  vessel,  whereby  the
charterer  is  responsible for providing  the  captain  and  crew
necessary   to   operate  the  vessel),  under  long-term   lease
agreements,   three  containerized  ocean  cargo   vessels   with
deadweights ranging from 12,169 to 12,648 metric tons.   Seaboard
owns   or  leases  an  aggregate  of  approximately  35,000  dry,
refrigerated and specialized containers and related equipment.

(4)   Sugar  and Citrus - Seaboard's Argentine Sugar  and  Citrus
Division owns approximately 46,000 acres of planted sugarcane and
approximately  3,000 acres of orange trees.  Depending  on  local
harvest and market conditions, this business also purchases third
party  sugar  and citrus for resale.  In addition, this  division
owns   a   sugar  mill  with  a  current  capacity   to   process
approximately 180,000 metric tons of sugar per year with plans to
increase  capacity to approximately 200,000 metric tons  for  the
2005 harvest.  This capacity is sufficient to process all of  the
cane harvested by this division and certain additional quantities
harvested  on  behalf of the third party farmers in  the  region.
The  sugarcane fields and processing mill are located in northern
Argentina  in  the  Salta  Province, which  experiences  seasonal
rainfalls  that may limit the harvest season, which then  affects
the duration of mill operations and quantities of sugar produced.
This  division also owns a juice processing plant and fresh fruit
packaging plant with capacity to produce approximately 3,500 tons
of  concentrated juice and package approximately 300,000 boxes of
fresh fruit annually.

(5)  Power - Seaboard's Power Division owns two floating electric
power  generating  facilities, consisting of a system  of  diesel
engines  mounted onto barge-type vessels, with a  combined  rated
capacity  of  approximately 112 megawatts, both  located  on  the
Ozama  River  in Santo Domingo, Dominican Republic.   The  barges
historically generated power at near capacity throughout the year
as  the  demand  for  power  in  the Dominican  Republic  exceeds
reliable  power  supply.  However, Seaboard curtailed  production
from  time to time throughout 2004 due to non-payment by  certain
customers.   Seaboard operates as an independent  power  producer
and   is  not  involved  in  the  transmission  and  distribution
facilities that deliver the power to the end users.

<PAGE> 8

(6)  Other - Seaboard owns a jalapeno pepper processing plant and
warehouse  in  Honduras,  and  leases  40,000  square   feet   of
refrigerated  space and 70,000 square feet of dry  space  in  the
Port of Miami for warehousing produce products.

Management  believes  that  Seaboard's  present  facilities   are
adequate and suitable for its current purposes.

Item 3.  Legal Proceedings

Sierra Club Settlement

In  order to settle threatened additional litigation with  Sierra
Club, Seaboard agreed to conduct an investigation to determine if
corrective action is required at three farms purchased  from  PIC
located in Kingfisher and Major Counties in Oklahoma according to
an  agreed upon process.  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  it  is
unknown  if  any  remediation will be  required.   The  costs  of
conducting the monitoring and the investigation are not material.

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

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

On  July  23, 2002, Seaboard Farms received a Notice of Violation
from  the  State  of Oklahoma, alleging that Seaboard  Farms  has
violated  various  provisions  of state  law  and  the  operating
permits  related to these same farms based on the same conditions
which gave rise to the RCRA Order.  In the event the State brings
an  enforcement  action, they have threatened  to  do  so  as  an
administrative  action  in  which they  can  seek  administrative
penalties  of not more than $10,000 per day of noncompliance  and
can seek to assess violation points which could prohibit Seaboard
Farms from continuing to operate one or more of these farms.

On  April 15, 2003, EPA sent a formal Notice of Violation  letter
to  the Respondents, alleging that the Respondents have failed to
comply  with  the RCRA Order because they have not undertaken  an
investigation  of  land on which Seaboard Farms spreads  effluent
originating  from  the five facilities.  The Respondents  believe
that the Notice of Violation letter has no merit because the RCRA
Order, by its terms, does not cover these areas, and EPA does not
have  jurisdiction to impose the RCRA Order with respect to  land
application activities.

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

<PAGE> 9

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

Potential Additional EPA Claims

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

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

Although  management  believes that EPA's demand  is  beyond  the
Agency's  authority pursuant to the CAA and that  Seaboard  Farms
cannot  be  required  to undertake the air  monitoring,  Seaboard
Farms is engaging in discussions with EPA to attempt to reach  an
agreement  that will be satisfactory to EPA.  Seaboard Farms  has
proposed   to  conduct  certain  studies  to  resolve   the   CAA
allegations,  which  studies are estimated to cost  approximately
$30,000.  No final settlement has been reached with EPA.

If  no  agreement is reached with EPA, EPA could bring a suit  to
enforce  the  provisions of the letter, and if a  court  were  to
determine  that  EPA  is within its authority,  the  court  could
impose   a   civil  penalty  of  up  to  $27,500   per   day   of
non-compliance, and could order injunctive relief requiring  that
Seaboard  Farms conduct the monitoring.  Seaboard Farms  believes
the emissions from its hog operations do not require CAA permits.

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

<PAGE> 10

On   March  24,  2003,  Seaboard  Farms  received  an  additional
Information Request seeking information as to a hog  farm  and  a
feed  mill,  each located in Colorado.  The Company has  complied
with  the  Information Request.  At present, no relief  has  been
sought by the EPA.

The  costs  incurred  to  comply  with  the  various  Information
Requests from EPA are not material.

Other

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

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

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

Executive Officers of Registrant

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

Name  (Age)               Positions and Offices with Registrant and
                          Affiliates

H. Harry Bresky (79)      Chairman of the Board, President and Chief
                          Executive Officer of Seaboard;
                          Manager of Seaboard Flour LLC

Steven J. Bresky (51)     Senior Vice President, International
                          Operations

Robert L. Steer (45)      Senior Vice President,  Treasurer  and
                          Chief Financial Officer

David M. Becker (43)      Vice President, General  Counsel  and
                          Secretary

Barry E. Gum (38)         Vice President, Finance

James L. Gutsch (51)      Vice President, Engineering

Ralph L. Moss (59)        Vice President, Governmental Affairs

David S. Oswalt (37)      Vice President, Taxation and  Business
                          Development

John A. Virgo (44)        Vice President, Corporate Controller and
                          Chief Accounting Officer

Rodney K. Brenneman (40)  President, Seaboard Farms, Inc.

Edward A. Gonzalez (39)   President, Seaboard Marine Ltd.

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

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

Mr.  Steer  has  served as Senior Vice President,  Treasurer  and
Chief  Financial  Officer  of Seaboard since  February  2001  and
previously as Vice President, Chief Financial Officer of Seaboard
from 1998 to 2001.

<PAGE> 11

Mr.  Becker  has  served as Vice President, General  Counsel  and
Secretary of Seaboard since December 2003, and previously as Vice
President, General Counsel and Assistant Secretary from  2001  to
2003.   He  served as General Counsel and Assistant Secretary  of
Seaboard from 1998 to 2001.

Mr.  Gum has served as Vice President, Finance of Seaboard  since
December  2003, previously as Director of Finance  from  2000  to
2003 and prior to that as Finance Manager from 1999 to 2000.

Mr.  Gutsch has served as Vice President, Engineering of Seaboard
since December 1998.

Mr.  Moss  has served as Vice President, Governmental Affairs  of
Seaboard   since  December  2003  and  previously  as   Director,
Government Affairs from 1993 to 2003.

Mr.  Oswalt  has served as Vice President, Taxation and  Business
Development  of  Seaboard since December 2003 and  previously  as
Director of Tax from 1995 to 2003.

Mr.  Virgo has served as Vice President, Corporate Controller and
Chief  Accounting  Officer of Seaboard since  December  2003  and
previously as Corporate Controller from 1996 to 2003.

Mr.  Brenneman  has served as President of Seaboard  Farms,  Inc.
since  June  2001 and previously served as Senior Vice  President
and Chief Financial Officer of Seaboard Farms, Inc. from 1997  to
2001.

Mr.  Gonzalez  has served as President of Seaboard  Marine,  Ltd.
since  January  2005 and previously served as Vice  President  of
Terminal Operations of Seaboard Marine Ltd. from 2000 to 2005 and
Director of Terminal Operations from 1998 to 2000.


                             PART II

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

Seaboard's Board of Directors intends that Seaboard will continue
to  pay  quarterly  dividends, with  the  actual  amount  of  any
dividends   being  dependant  upon  such  factors  as  Seaboard's
financial  condition,  results  of  operations  and  current  and
anticipated  cash  needs,  including  capital  requirements.   As
discussed  in  Note  8  of the consolidated financial  statements
appearing  on  pages  43 through 44 of the  Seaboard  Corporation
Annual   Report  to  Stockholders  furnished  to  the  Commission
pursuant  to  Rule 14a-3(b) and attached as Exhibit  13  to  this
Report,  Seaboard's  ability  to declare  and  pay  dividends  is
subject to limitations imposed by the note agreements referred to
there.

Seaboard  has  not established any equity compensation  plans  or
individual  agreements  for its employees  under  which  Seaboard
common  stock,  or options, rights or warrants  with  respect  to
Seaboard common stock, may be granted.

Seaboard  did  not sell any equity securities during  the  fiscal
year  covered by this report that were not registered  under  the
Securities Act of 1933.

There  were no purchases made by or on behalf of Seaboard or  any
"affiliated  purchaser" (as defined by applicable  rules  of  the
Commission)  of  shares  of Seaboard's common  stock  during  the
fourth quarter of the fiscal year covered by this report.

In  addition  to the information provided above, the  information
required  by  Item  5  of  Form 10-K is  incorporated  herein  by
reference to (a) the information under "Stockholder Information -
Stock Listing" and (b) the dividends per common share information
and  market  price  range  per  common  share  information  under
"Quarterly  Financial  Data"  appearing  on  pages  59   and   8,
respectively,   of  Seaboard's  Annual  Report  to   Stockholders
furnished  to  the  Commission  pursuant  to  Rule  14a-3(b)  and
attached as Exhibit 13 to this report.

Item 6.  Selected Financial Data

The  information required by Item 6 of Form 10-K is  incorporated
herein  by reference to the "Summary of Selected Financial  Data"
appearing  on  page 7 of Seaboard's Annual Report to Stockholders
furnished  to  the  Commission  pursuant  to  Rule  14a-3(b)  and
attached as Exhibit 13 of this Report.

<PAGE> 12

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

The  information required by Item 7 of Form 10-K is  incorporated
herein  by reference to "Management's Discussion and Analysis  of
Financial Condition and Results of Operations" appearing on pages
9   through  24  of  Seaboard's  Annual  Report  to  Stockholders
furnished  to  the  Commission  pursuant  to  Rule  14a-3(b)  and
attached as Exhibit 13 to this Report.

Item  7A.  Quantitative and Qualitative Disclosures About  Market
           Risk

The  information required by Item 7A of Form 10-K is incorporated
herein  by  reference  to  (a) the material  under  the  captions
"Derivative Instruments and Hedging Activities" within Note 1  of
Seaboard's Consolidated Financial Statements appearing  on  pages
34  and 35, and (b) to the material under the caption "Derivative
Information"  within  "Management's Discussion  and  Analysis  of
Financial Condition and Results of Operations" appearing on pages
22  through  24  of  Seaboard's  Annual  Report  to  Stockholders
furnished  to  the  Commission  pursuant  to  Rule  14a-3(b)  and
attached as Exhibit 13 to this Report.

Item 8.  Financial Statements and Supplementary Data

The  information required by Item 8 of Form 10-K is  incorporated
herein  by  reference to Seaboard's "Quarterly  Financial  Data,"
"Report  of  Independent  Registered  Public  Accounting   Firm,"
"Consolidated   Balance  Sheets,"  "Consolidated  Statements   of
Earnings,"  "Consolidated  Statements  of  Changes  in   Equity,"
"Consolidated   Statements  of  Cash   Flows"   and   "Notes   to
Consolidated Financial Statements" appearing on page 8 and  pages
26  through  58  of  Seaboard's  Annual  Report  to  Stockholders
furnished  to  the  Commission  pursuant  to  Rule  14a-3(b)  and
attached as Exhibit 13 to this Report.

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

Not applicable.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures - As of December
31,   2004,  Seaboard's  management  has  evaluated,  under   the
direction  of  our chief executive and chief financial  officers,
the   effectiveness   of  Seaboard's  disclosure   controls   and
procedures, as defined in Exchange Act 15(d) - 15(e).  Based upon
and as of the date of that evaluation, Seaboard's chief executive
and chief financial officers concluded that Seaboard's disclosure
controls and procedures were effective to ensure that information
required  to  be  disclosed in the reports it files  and  submits
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported as and when required.  It should be noted
that  any  system of disclosure controls and procedures,  however
well designed and operated, can provide only reasonable, and  not
absolute,  assurance that the objectives of the system  are  met.
In  addition, the design of any system of disclosure controls and
procedures is based in part upon assumptions about the likelihood
of   future   events.   Because  of  these  and  other   inherent
limitations  of  any such system, there can be no assurance  that
any  design  will  always succeed in achieving its  stated  goals
under all potential future conditions, regardless of how remote.

Management's Report on Internal Control Over Financial  Reporting
- -  Information required by Item 9A pursuant to rules 13a-15(f) is
incorporated  herein  by  reference to  Seaboard's  "Management's
Report on Internal Control over Financial Reporting" appearing on
page 25 of Seaboard's Annual Report to Stockholders furnished  to
the  commission pursuant to Rule 14a-3(b) and attached as Exhibit
13 to this report.

Change  in  Internal  Controls - There  has  been  no  change  in
Seaboard's   internal  control  over  financial  reporting   that
occurred  during the fiscal quarter ended December 31, 2004  that
has  materially affected, or is reasonably likely  to  materially
affect, Seaboard's internal control over financial reporting.

Item 9B.  Other Information

As  discussed in Note 13 to the Consolidated Financial Statements
appearing  on page 55 of Seaboard's Annual Report to Stockholders
furnished  to  the  Commission  pursuant  to  Rule  14a-3(b)  and
attached as Exhibit 13 to this Report, during the fourth  quarter
of  2004  Seaboard recorded an impairment in value of its  equity
investment in a wine business.

On  March  4,  2005  Seaboard adopted  the  Seaboard  Corporation
Retiree Medical Benefit Plan, included as Exhibit 10.10.

On   March 4, 2005,  Seaboard   filed  the  Seaboard  Corporation
Executive Officers' Bonus Policy, included as Exhibit 10.11.

On  March  4, 2005, Seaboard amended it Code of Ethics Policy  as
discussed in Item 10 below.

<PAGE> 13

                            PART III

Item 10.  Directors and Executive Officers of the Registrant

We  refer  you  to  the information under the caption  "Executive
Officers  of  Registrant"  appearing  immediately  following  the
disclosure in Item 4 of Part I of this report.

Seaboard  has  adopted  a Code of Ethics Policy  (the  Code)  for
directors, officers (including our chief executive officer, chief
financial  officer,  chief  accounting  officer,  controller  and
persons  performing similar functions) and employees, which  Code
was amended and restated effective March 4, 2005.  A copy of this
Code, as amended, is attached as Exhibit 14 to this Report.   The
amendment  clarified that subsidiaries of Seaboard must  adopt  a
similar  policy and made certain other clarifications.   Seaboard
has    posted    the    Code    on    its    internet    website,
www.seaboardcorp.com, and intends to disclose any future  changes
and  waivers  to  the  Code by posting such information  on  that
website.

In  addition  to the information provided above, the  information
required  by  Item  10  of  Form 10-K is incorporated  herein  by
reference to (a) the disclosure relating to directors under "Item
1:   Election of Directors" appearing on page 5 of the 2005 Proxy
statement,  (b)  the  disclosure  relating  to  Seaboard's  audit
committee and "audit committee financial expert" and its director
nomination  procedures under "Meetings of the Board of  Directors
and  Committees -- Committees of the Board" appearing on pages  6
and 7 of Seaboard's definitive proxy statement filed pursuant  to
Regulation 14A for the 2005 annual meeting of Stockholders ("2005
Proxy  Statement"),  and  (c)  the disclosure  relating  to  late
filings of reports required under Section 16(a) of the Securities
Exchange  Act  of 1934 under "Section 16(a) Beneficial  Ownership
Reporting  Compliance" appearing on page 22  of  the  2005  Proxy
Statement.

Item 11.  Executive Compensation

The  information required by Item 11 of Form 10-K is incorporated
herein   by   reference  to  (a)  the  disclosure   relating   to
compensation  of  directors  under  "Meetings  of  the  Board  of
Directors and Committees -- Committees of the Board" appearing on
pages 6 and 7 of the 2005 Proxy statement, and (b) the disclosure
relating  to compensation of executive officers under  "Executive
Compensation  and  Other  Information,"  "Retirement  Plans"  and
"Compensation  Committee  Interlocks and  Insider  Participation"
appearing on pages 8 through 13 and pages 17 and 18 of  the  2005
Proxy Statement.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
            Management

Seaboard  has  not established any equity compensation  plans  or
individual  agreements  for its employees  under  which  Seaboard
common  stock,  or options, rights or warrants  with  respect  to
Seaboard common stock may be granted.

In  addition  to the information provided above, the  information
required  by  Item  12  of  Form 10-K is incorporated  herein  by
reference  to  the disclosure under "Principal Stockholders"  and
"Share Ownership of Management and Directors" appearing on  pages
3 and 4 of the 2005 Proxy Statement.

Item 13.  Certain Relationships and Related Transactions

The  information required by Item 13 of Form 10-K is incorporated
herein  by  reference to "Compensation Committee  Interlocks  and
Insider  Participation" appearing on pages 17 and 18 of the  2005
Proxy Statement.

Item 14.  Principal Accounting Fees and Services

The  information required by Item 14 of Form 10-K is incorporated
herein   by  reference  to  "Item  2   Selection  of  Independent
Auditors"  appearing on pages 18 through 20  of  the  2005  Proxy
Statement.

                             PART IV

Item 15.  Exhibits, Financial Statement Schedules

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

     1. Consolidated financial statements.

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

     2. Consolidated financial statement schedules.

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

<PAGE> 14

     3.Exhibits.

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

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

       4.1    Note Purchase Agreement dated December 1, 1993 between
              Seaboard and various purchasers as listed in the
              exhibit.  Incorporated herein by reference to Exhibit
              4.1 of Seaboard's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1993.  The Annexes and
              Exhibits to the Note Purchase Agreement have been
              omitted from the filing, but will be provided
              supplementally upon request of the Commission.

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

       4.3    Note Purchase Agreement dated June 1, 1995 between
              Seaboard and various purchasers as listed in the
              exhibit.  Incorporated herein by reference to Exhibit
              4.3 of Seaboard's Form 10-Q for the quarter ended
              September 9, 1995.  The Annexes and Exhibits to the
              Note Purchase Agreement have been omitted from the
              filing, but will be provided supplementally upon
              request of the Commission.

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

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

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

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

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

       4.9    Seaboard Corporation Note Purchase Agreement dated as
              of September 30, 2002 between Seaboard and various
              purchasers as listed in the exhibit.  Incorporated
              herein by reference to Exhibit 4.3 of Seaboard's Form
              10-Q for the quarter ended September 28, 2002.  The
              Annexes and Exhibits to the Note Purchase Agreement
              have been omitted from the filing, but will be provided
              supplementally upon request of the Commission.

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

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

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

<PAGE> 15

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

       4.14   Seaboard Corporation Credit Agreement dated as of
              December 3, 2004 ($200,000,000 revolving credit
              facility expiring on December 2, 2009).  The schedules
              and exhibits to the Credit Agreement have been omitted
              from this filing, but will be provided supplementally
              upon request of the Commission.

       10.1*  Seaboard Corporation Executive Retirement Plan
              dated November 5, 2004, amending and restating the
              Seaboard Corporation Executive Retirement Plan dated
              January 1, 1997 as amended and restated February 28,
              2001.  The addendums to the Executive Retirement Plan
              have been omitted from the filing, but will be provided
              supplementally upon request of the Commission.
              Incorporated herein by reference to Exhibit 10.1 of
              Seaboard's Form 10-Q for the quarter ended October 2,
              2004.

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

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

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

       10.5*  Seaboard Corporation Executive Retirement Plan
              Trust dated November 5, 2004 between Seaboard
              Corporation and Robert L. Steer as trustee.
              Incorporated herein by reference to Exhibit 10.2 of
              Seaboard's Form 10-Q for the quarter ended October 2,
              2004.

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

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

       10.8   Purchase and Sale Agreement dated October 18, 2002 by
              and between Flour Holdings LLC and Seaboard Flour
              Corporation with respect to which the "Earnout
              Payments" thereunder have been assigned to Seaboard
              Corporation.  Incorporated herein by reference to
              Exhibit 10.2 of Seaboard's Form 10-Q for the quarter
              ended September 28, 2002.

       10.9   Marketing Agreement dated February 2, 2004 by and among
              Seaboard Corporation, Seaboard Farms, Inc., Triumph
              Foods LLC, and for certain limited purposes only, the
              members of Triumph Foods LLC.  Incorporated herein by
              reference to Exhibit 10.2 of Seaboard's Form 8-K dated
              February 3, 2004.

       10.10* Seaboard Corporation Retiree Medical Benefit Plan
              dated March 4, 2005.  The exhibit to the Retiree
              Medical Benefit Plan has   been omitted from this
              filing, but will be provided supplementally upon
              request of the Commission.

       10.11* Seaboard Corporation Executive Officers' Bonus
              Policy.

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

       14     Code of Ethics Policy as amended as of March 4, 2005.

       21     List of subsidiaries.

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

<PAGE> 16

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

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

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

     *  Management contract or compensatory plan or arrangement.

(b)  Exhibits.

See exhibits identified above under Item 15(a)3.

(c)  Financial Statement Schedules.

See financial statement schedules identified above under Item
15(a)2.

<PAGE> 17

                           SIGNATURES

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

                      SEABOARD CORPORATION

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

Date: March 4, 2005                        Date: March 4, 2005



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

Date: March 4, 2005



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

By    /s/H. H. Bresky                      By    /s/Kevin M. Kennedy
      H. H. Bresky, Director and Chairman        Kevin M. Kennedy, Director
      of the Board

Date: March 4, 2005                        Date: March 4, 2005



By    /s/David A. Adamsen                  By    /s/Joseph E. Rodrigues
      David A. Adamsen, Director                 Joseph E. Rodrigues, Director

Date: March 4, 2005                        Date: March 4, 2005



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

Date: March 4, 2005

<PAGE> 18



              SEABOARD CORPORATION AND SUBSIDIARIES

     Index to Consolidated Financial Statements and Schedule

                      Financial Statements


                                                               Stockholders'
                                                            Annual Report Page

Report of Independent Registered Public Accounting Firm             26

Consolidated Balance Sheets as of December 31, 2004
 and December 31, 2003                                              28

Consolidated Statements of Earnings for the years
 ended December 31, 2004, December 31, 2003 and
 December 31, 2002                                                  29

Consolidated Statements of Changes in Equity for the
 years ended December 31, 2004, December 31, 2003 and
 December 31, 2002                                                  30

Consolidated Statements of Cash Flows for the years
 ended December 31, 2004, December 31, 2003 and
 December 31, 2002                                                  31

Notes to Consolidated Financial Statements                          32

The foregoing are incorporated herein by reference.

The   individual  financial  statements  of  the  nonconsolidated
foreign  affiliates, which would be required if each such foreign
affiliate  were a Registrant, are omitted because (a)  Seaboard's
and  its other subsidiaries' investments in and advances to  such
foreign affiliates do not exceed 20% of the total assets as shown
by  the most recent consolidated balance sheet and (b) Seaboard's
and  its other subsidiaries' equity in the earnings before income
taxes and extraordinary items of the foreign affiliates does  not
exceed   20%   of  such  income  of  Seaboard  and   consolidated
subsidiaries  compared to the average income for  the  last  five
fiscal years.

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

II - Valuation and Qualifying Accounts for the years ended
     December 31, 2004, 2003 and 2002                              F-3

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

<PAGE> F-1

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Seaboard Corporation:

Under  date  of  March 4, 2005, we reported on  the  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, as contained in the December 31, 2004  annual
report  to stockholders.  These consolidated financial statements
and  our  report  thereon are incorporated by  reference  in  the
annual report on Form 10-K for the year ended December 31,  2004.
In  connection with our audits of the aforementioned consolidated
financial  statements, we also audited the  related  consolidated
financial statement schedule as listed in the accompanying index.
This  financial statement schedule is the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on this financial statement schedule based on our audits.

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

Our  report dated March 4, 2005 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.



                                   KPMG LLP

Kansas City, Missouri
March 4, 2005

<PAGE> F-2

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



                                      Balance at        Provision   Net deductions   Accounting    Balance at
                                   beginning of year       (1)           (2)         changes (3)  end of year
<S>                                    <C>                <C>          <C>             <C>          <C>
Year ended December 31, 2004:

  Allowance for doubtful accounts      $23,359            2,463        (11,298)             -       $14,524

Year ended December 31, 2003:

  Allowance for doubtful accounts      $16,178            8,473         (1,292)             -       $23,359

  Drydock accrual                      $ 6,393                -              -         (6,393)      $     -

Year ended December 31, 2002:

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

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


<FN>
(1)  The allowance for doubtful accounts provision is charged  to
selling,  general and administrative expenses.  Through  December
31, 2002, the provision for drydock was charged to cost of sales.

(2)  Includes   write-offs  net  of  recoveries  and   currency
translation adjustments.

(3)  Effective January 1, 2003, Seaboard changed its  method  of
accounting  for  drydock maintenance costs  from  the  accrue-in-
advance  method  to  the direct-expense  method.   As  a  result,
Seaboard  reversed  its  allowance  for  drydock  accrual  as   a
cumulative effect of a change in accounting principle.
</TABLE>

<PAGE> F-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>2
<FILENAME>ex4_14.txt
<DESCRIPTION>SEABOARD CORPORATION CREDIT AGREEMENT DATED DECEMBER 3, 2004
<TEXT>


                                                                   Exhibit 4.14

                                         Published Deal CUSIP Number: 81154LAA5




                        CREDIT AGREEMENT

                  Dated as of December 3, 2004

                              among

                      SEABOARD CORPORATION,
                          as Borrower,

                     BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender
                        and a L/C Issuer,

                      SCOTIA CAPITAL, INC.,
                      as Syndication Agent,

                               and

                  HARRIS TRUST AND SAVINGS BANK

                               and

                         SUNTRUST BANK,
                   as Co-Documentation Agents

                               and

                 The Other Lenders Party Hereto

                 BANC OF AMERICA SECURITIES LLC

                               and

                      SCOTIA CAPITAL INC.,
                               as
          Joint Lead Arrangers and Joint Book Managers

<PAGE>


                        TABLE OF CONTENTS

Section                                                      Page

                           ARTICLE I.
                DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms                                             1
1.02 Other Interpretive Provisions                            21
1.03 Accounting Matters                                       22
1.04 Times of Day                                             23
1.05 Letter of Credit Amounts                                 23

                           ARTICLE II.
              THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans                                          23
2.02 Borrowings, Conversions and Continuations of Committed
     Loans                                                    23
2.03 Letters of Credit.                                       25
2.04 Swing Line Loans                                         34
2.05 Prepayments                                              37
2.06 Termination or Reduction of Commitments                  37
2.07 Repayment of Loans                                       38
2.08 Interest                                                 38
2.09 Fees                                                     39
2.10 Computation of Interest and Fees                         39
2.11 Evidence of Debt                                         39
2.12 Payments Generally; Administrative Agent's Clawback      40
2.13 Sharing of Payments by Lenders                           42
2.14 Increase in Commitments                                  42

                          ARTICLE III.
             TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes                                                    43
3.02 Illegality                                               46
3.03 Inability to Determine Rates                             46
3.04 Increased Costs; Reserves on Eurodollar Rate Loans       47
3.05 Compensation for Losses                                  48
3.06 Mitigation Obligations; Replacement of Lenders           49
3.07 Survival                                                 49

                           ARTICLE IV.
            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension                   50
4.02 Conditions to all Credit Extensions                      51

<PAGE> i

                           ARTICLE V.
                 REPRESENTATIONS AND WARRANTIES

5.01 Existence, Qualification and Power; Compliance with
     Laws                                                     52
5.02 Authorization; No Contravention                          52
5.03 Governmental Authorization; Other Consents               52
5.04 Binding Effect                                           53
5.05 Financial Statements; No Material Adverse Effect         53
5.06 Litigation                                               53
5.07 No Default                                               53
5.08 Ownership of Property; Liens                             54
5.09 Environmental Compliance                                 54
5.10 Insurance                                                54
5.11 Taxes                                                    54
5.12 ERISA Compliance                                         54
5.13 Subsidiaries; Equity Interests                           55
5.14 Margin Regulations; Investment Company Act; Public
     Utility Holding Company Act                              55
5.15 Disclosure                                               55
5.16 Compliance with Laws                                     56
5.17 Intellectual Property; Licenses, Etc                     56

                           ARTICLE VI.
                      AFFIRMATIVE COVENANTS

6.01 Financial Statements                                     56
6.02 Certificates; Other Information                          57
6.03 Notices                                                  59
6.04 Payment of Obligations                                   59
6.05 Preservation of Existence, Etc                           59
6.06 Maintenance of Properties                                60
6.07 Maintenance of Insurance                                 60
6.08 Compliance with Laws                                     60
6.09 Books and Records                                        60
6.10 Inspection Rights                                        60
6.11 Use of Proceeds                                          61

                          ARTICLE VII.
                       NEGATIVE COVENANTS

7.01 Negative Pledge                                          61
7.02 Investments                                              63
7.03 Subsidiary Indebtedness                                  64
7.04 Fundamental Changes                                      65
7.05 Dispositions                                             65
7.06 Restricted Payments                                      66
7.07 Change in Nature of Business                             67

<PAGE> ii

7.08 Transactions with Affiliates                             67
7.09 Burdensome Agreements                                    67
7.10 Use of Proceeds                                          67
7.11 Acquisitions                                             68
7.12 Financial Covenants                                      68
7.13 Amendments to Senior Note Agreements and Seaboard
     Overseas Credit Facility                                 68

                          ARTICLE VIII.
                 EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default                                        69
8.02 Remedies Upon Event of Default                           71
8.03 Application of Funds                                     71

                           ARTICLE IX.
                      ADMINISTRATIVE AGENT

9.01 Appointment and Authority                                72
9.02 Rights as a Lender                                       72
9.03 Exculpatory Provisions                                   72
9.04 Reliance by Administrative Agent                         73
9.05 Delegation of Duties                                     74
9.06 Resignation of Administrative Agent; L/C Issuer          74
9.07 Non-Reliance on Administrative Agent and Other Lenders   75
9.08 No Other Duties, Etc                                     75
9.09 Administrative Agent May File Proofs of Claim            75

                           ARTICLE X.
                          MISCELLANEOUS

10.01 Amendments, Etc                                         76
10.02 Notices; Effectiveness; Electronic Communication        77
10.03 No Waiver; Cumulative Remedies                          79
10.04 Expenses; Indemnity; Damage Waiver                      79
10.05 Payments Set Aside                                      81
10.06 Successors and Assigns                                  81
10.07 Treatment of Certain Information; Confidentiality       85
10.08 Right of Setoff                                         86
10.09 Interest Rate Limitation                                86
10.10 Counterparts; Integration; Effectiveness                86
10.11 Survival of Representations and Warranties              86
10.12 Severability                                            87
10.13 Replacement of Lenders                                  87
10.14 Governing Law; Jurisdiction; Etc                        88
10.15 Waiver of Jury Trial                                    88
10.16 USA PATRIOT Act Notice                                  89

<PAGE> iii


SCHEDULES

     1.01(a)   Existing Letters of Credit
     2.01      Commitments and Applicable Percentages
     5.05      Supplement to Interim Financial Statements
     5.13      Subsidiaries and Other Equity Investments
     7.01      Existing Liens
     7.03      Existing Indebtedness
     10.02     Administrative Agent's Office; Certain
               Addresses for Notices



EXHIBITS

          Form of

     A         Committed Loan Notice
     B         Swing Line Loan Notice
     C         Note
     D         Compliance Certificate
     E         Assignment and Assumption
     F-1       Opinion of Shook, Hardy & Bacon, L.L.P.
     F-2       Opinion of Helms Mulliss & Wicker, PLLC
     G         Letter of Credit Information Report

<PAGE> iv


                        CREDIT AGREEMENT

     This  CREDIT  AGREEMENT is entered into as  of  December  3,
2004,  among  SEABOARD CORPORATION, a Delaware  corporation  (the
"Borrower"),   each  lender  from  time  to  time  party   hereto
(collectively,  the "Lenders" and individually, a "Lender"),  and
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender
and a L/C Issuer.

     The  Borrower  has  requested that  the  Lenders  provide  a
revolving credit facility, and the Lenders are willing to  do  so
on the terms and conditions set forth herein.

     In  consideration  of  the mutual covenants  and  agreements
herein  contained,  the  parties hereto  covenant  and  agree  as
follows:


                           ARTICLE I.
                DEFINITIONS AND ACCOUNTING TERMS

     1.01 Defined Terms.  As used in this Agreement, the following
terms shall have the meanings set forth below:

     "1993  Senior  Note  Agreements"  means  the  Note  Purchase
Agreements  dated as of December 1, 1993, among the Borrower  and
the purchasers of the Borrower's 1993 Senior Notes, as amended by
the  First  Amendment to Note Agreements dated as  of  March  31,
1994,  and  the Second Amendment to Note Agreements dated  as  of
September 30, 2002.

     "1993  Senior  Notes"  means, collectively,  the  Borrower's
6.49%  Senior  Notes due December 1, 2005, issued in  an  initial
aggregate principal amount of $100,000,000.

     "1995  Senior  Note  Agreements"  means  the  Note  Purchase
Agreements dated as of June 1, 1995, among the Borrower  and  the
purchasers of the Borrower's 1995 Senior Notes, as amended by the
First Amendment to Note Agreements dated as of December 15, 1995,
and the Second Amendment to Note Agreements dated as of September
30, 2002.

     "1995  Senior  Notes"  means, collectively,  the  Borrower's
7.88%  Senior  Notes  due  June 1, 2007,  issued  in  an  initial
aggregate principal amount of $125,000,000.

     "2002  Senior  Note  Agreements"  means  the  Note  Purchase
Agreements dated as of September 30, 2002, among the Borrower and
the purchasers of the Borrower's 2002 Senior Notes.

     "2002 Senior Notes" means, collectively, the Borrower's  (a)
5.80%  Senior Notes, Series A, due September 30, 2009, issued  in
an  initial aggregate principal amount of $32,500,000, (b)  6.21%
Senior  Notes,  Series B, due September 30, 2009,  issued  in  an
initial  aggregate  principal amount of  $38,000,000,  (c)  6.21%
Senior  Notes,  Series C, due September 30, 2012,  issued  in  an
initial  aggregate principal amount of $7,500,000, and (d)  6.92%
Senior  Notes,  Series D, due September 30, 2012,  issued  in  an
initial aggregate principal amount of $31,000,000.

     "Acquisition"  means any transaction or  series  of  related
transactions  for  the  purpose  of  or  resulting,  directly  or
indirectly,  in  (a)  the  acquisition  by  the  Borrower  or   a
Subsidiary of all or

<PAGE>

substantially    all    of    the    assets    of    a    Person,
or  of  any line of business or division of a Person, or (b)  the
acquisition by the Borrower or a Subsidiary of in excess  of  50%
of  the  Equity  Interests of any Person  (other  than  a  Person
already a Subsidiary), or otherwise causing any Person to  become
a Subsidiary.

     "Administrative Agent" means Bank of America in its capacity
as  administrative agent under any of the Loan Documents, or  any
successor administrative agent.

     "Administrative  Agent's  Office" means  the  Administrative
Agent's  address  and, as appropriate, account as  set  forth  on
Schedule  10.02  or  such  other  address  or  account   as   the
Administrative Agent may from time to time notify to the Borrower
and the Lenders.

     "Administrative   Questionnaire"  means  an   Administrative
Questionnaire in a form supplied by the Administrative Agent.

     "Affiliate"  means,  with respect  to  any  Person,  another
Person   that  directly,  or  indirectly  through  one  or   more
intermediaries, Controls or is Controlled by or is  under  common
Control with the Person specified.

     "Aggregate  Commitments" means the Commitments  of  all  the
Lenders.

     "Agreement" means this Credit Agreement.

     "Applicable Percentage" means with respect to any Lender  at
any time, the percentage (carried out to the ninth decimal place)
of   the  Aggregate  Commitments  represented  by  such  Lender's
Commitment  at  such time.  If the commitment of each  Lender  to
make  Loans  and  the obligation of the L/C Issuer  to  make  L/C
Credit  Extensions have been terminated pursuant to Section  8.02
or if the Aggregate Commitments have expired, then the Applicable
Percentage  of  each  Lender shall be  determined  based  on  the
Applicable  Percentage of such Lender most  recently  in  effect,
giving   effect  to  any  subsequent  assignments.   The  initial
Applicable  Percentage of each Lender is set forth  opposite  the
name  of  such  Lender on Schedule 2.01 or in the Assignment  and
Assumption pursuant to which such Lender becomes a party  hereto,
as applicable.

     "Applicable Rate" means the following percentages per annum,
based  upon the Consolidated Leverage Ratio as set forth  in  the
most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 6.02(a):

<PAGE> 2

                             Applicable Rate

                                    Eurodollar
                                      Rate +
                                     Standby    Commercial
Pricing    Consolidated   Facility  Letter of   Letters of     Base
 Level    Leverage Ratio    Fee       Credit      Credit      Rate +

  1       Less than or    0.2000%    0.5500%     0.1375%     0.0000%
          equal to 1.50
            to 1.00

  2       Greater than    0.2250%    0.6500%     0.1625%      0.000%
          1.50 to 1.00
          but less than
          or equal to
          2.00 to 1.00

  3       Greater than    0.2500%    0.7500%     0.1875%     0.0000%
          2.00 to 1.00
          but less than
          or equal to
          2.50 to 1.00

  4       Greater than    0.3000%    0.9500%     0.2375%     0.0000%
          2.50 to 1.00
          but less than
          or equal to
          3.00 to 1.00

  5       Greater than    0.3500%    1.1500%     0.2875%     0.0000%
          3.00 to 1.00
          but less than
          or equal to
          3.50 to 1.00

  6       Greater than    0.4000%    1.3500%     0.3375%     0.2500%
          3.50 to 1.00

Any increase or decrease in the Applicable Rate resulting from  a
change  in the Consolidated Leverage Ratio shall become effective
as  of  the first Business Day immediately following the  date  a
Compliance Certificate is delivered pursuant to Section  6.02(a);
provided,  however,  that  if  a Compliance  Certificate  is  not
delivered when due in accordance with such Section, then  Pricing
Level  6 shall apply as of the first Business Day after the  date
on  which  such Compliance Certificate was required to have  been
delivered  until the first Business Day after the date  on  which
such   Compliance   Certificate  is  actually   delivered.    The
Applicable Rate in effect from the Closing Date through the first
Business   Day  immediately  following  the  date  a   Compliance
Certificate  is delivered or required to be pursuant  to  Section
6.02(a)  for  the fiscal year ended December 31,  2004  shall  be
determined based upon the Consolidated Leverage Ratio  set  forth
in  the  Compliance  Certificate delivered on  the  Closing  Date
pursuant to Section 4.01(a)(vii).

     "Approved  Fund"  means  any Fund that  is  administered  or
managed by (a) a Lender, (b) an Affiliate of a Lender or  (c)  an
entity or an Affiliate of an entity that administers or manages a
Lender.

     "Arrangers"  means BAS and Scotia Capital,  Inc.,  in  their
capacities as joint lead arrangers and joint book managers.

     "Assignment   and  Assumption"  means  an   assignment   and
assumption  entered  into by a Lender and  an  Eligible  Assignee
(with  the  consent  of any party whose consent  is  required  by
Section  10.06(b)), and accepted by the Administrative Agent,  in
substantially the form of Exhibit E or any other form approved by
the Administrative Agent.

<PAGE> 3

     "Attributable  Indebtedness" means,  on  any  date,  (a)  in
respect  of  any  capital  lease of any Person,  the  capitalized
amount  thereof  that  would appear on a balance  sheet  of  such
Person  prepared as of such date in accordance with GAAP, (b)  in
respect of any Synthetic Lease Obligation, the capitalized amount
of  the  remaining lease payments under the relevant  lease  that
would  appear  on a balance sheet of such Person prepared  as  of
such  date  in accordance with GAAP if such lease were  accounted
for  as  a  capital  lease,  and (c)  in  respect  of  any  asset
securitization transaction of any Person, (i) the  actual  amount
of  any  unrecovered investment of purchasers or  transferees  of
assets  so  transferred,  plus (ii) in  the  case  of  any  other
recourse, repurchase, or debt obligation described in clause  (a)
of   the  definition  of  "Off-Balance  Sheet  Liabilities,"  the
capitalized  amount of such obligation that  would  appear  on  a
balance  sheet of such Person prepared on such date in accordance
with  GAAP if such sale or transfer or assets were accounted  for
as a secured loan.

     "Audited    Financial   Statements"   means   the    audited
consolidated  balance sheet of the Borrower and its  Subsidiaries
and  Consolidated Entities for the fiscal year ended December 31,
2003,  and  the  related  consolidated  statements  of  earnings,
shareholders' equity and cash flows for such fiscal year  of  the
Borrower   and   its  Subsidiaries  and  Consolidated   Entities,
including the notes thereto.

     "Availability  Period" means the period from  and  including
the  Closing Date to the earliest of (a) the Maturity  Date,  (b)
the date of termination of the Aggregate Commitments pursuant  to
Section  2.06, and (c) the date of termination of the  commitment
of  each  Lender to make Loans and of the obligation of  the  L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

     "Bank  of  America"  means Bank of  America,  N.A.  and  its
successors.

     "BAS"   means  Banc  of  America  Securities  LLC  and   its
successors.

     "Base  Rate" means for any day a fluctuating rate per  annum
equal to the higher of (a) the Federal Funds Rate plus 1/2 of  1%
and  (b)  the rate of interest in effect for such day as publicly
announced  from  time to time by Bank of America  as  its  "prime
rate."   The "prime rate" is a rate set by Bank of America  based
upon  various  factors  including Bank  of  America's  costs  and
desired  return, general economic conditions and  other  factors,
and  is  used as a reference point for pricing some loans,  which
may  be  priced  at,  above, or below such announced  rate.   Any
change  in  such  rate announced by Bank of  America  shall  take
effect  at  the opening of business on the day specified  in  the
public announcement of such change.

     "Base Rate Committed Loan" means a Committed Loan that is  a
Base Rate Loan.

     "Base  Rate Loan" means a Loan that bears interest based  on
the Base Rate.

     "Borrower"  has  the meaning specified in  the  introductory
paragraph hereto.

     "Borrowing"  means a Committed Borrowing  or  a  Swing  Line
Borrowing, as the context may require.

<PAGE> 4

     "Bresky  Group" means (a) H. Harry Bresky, Otto Bresky,  Jr.
(brother  of H. Harry Bresky) and the estate of Marjorie  Shifman
(deceased  sister  of  H.  Harry  Bresky),  (b)  spouses,  heirs,
legatees,  lineal descendants, and spouses of lineal descendants,
other  blood  relatives, step-children, adopted children,  and/or
estates  or  representatives of estates of H. Harry Bresky,  Otto
Bresky, Jr. and Marjorie Shifman, (c) trusts established for  the
benefit  of  spouses, lineal descendants and  spouses  of  lineal
descendants, other blood relatives, step-children, and/or adopted
children  of  H.  Harry Bresky, Otto Bresky,  Jr.,  and  Marjorie
Shifman  and  (d)  any  person which is  directly  or  indirectly
Controlled  by a person described in the preceding  clauses  (a),
(b) or (c).

     "Business  Day" means any day other than a Saturday,  Sunday
or  other  day on which commercial banks are authorized to  close
under the Laws of, or are in fact closed in, the state where  the
Administrative Agent's Office is located and, if such day relates
to any Eurodollar Rate Loan, means any such day on which dealings
in  Dollar  deposits are conducted by and between  banks  in  the
London interbank eurodollar market.

     "Cash  Collateralize" has the meaning specified  in  Section
2.03(g).

     "Change in Law" means the occurrence, after the date of this
Agreement,  of any of the following: (a) the adoption  or  taking
effect of any law, rule, regulation or treaty, (b) any change  in
any  law,  rule,  regulation or treaty or in the  administration,
interpretation   or  application  thereof  by  any   Governmental
Authority or (c) the making or issuance of any request, guideline
or  directive  (whether or not having the force of  law)  by  any
Governmental Authority.

     "Change  of Control" means an event or series of  events  by
which any "person" or "group" (as such terms are used in Sections
13(d)  and  14(d)  of the Securities Exchange Act  of  1934,  but
excluding  (x)  any employee benefit plan of such person  or  its
subsidiaries, and any person or entity acting in its capacity  as
trustee,  agent or other fiduciary or administrator of  any  such
plan,  (y) Seaboard Flour and (z) any member of the Bresky Group)
(i) becomes the "beneficial owner" (as defined in Rules 13d-3 and
13d-5  under the Securities Exchange Act of 1934, except  that  a
person or group shall be deemed to have "beneficial ownership" of
all securities that such person or group has the right to acquire
(such   right,  an  "option  right"),  whether  such   right   is
exercisable  immediately  or only after  the  passage  of  time),
directly  or indirectly, of 50% or more of the equity  securities
of  the  Borrower entitled to vote for members of  the  board  of
directors or equivalent governing body of the Borrower on a fully-
diluted  basis (and taking into account all such securities  that
such  person  or group has the right to acquire pursuant  to  any
option  right),  or  (ii)  shall have  acquired  by  contract  or
otherwise,  or shall have entered into a contract or  arrangement
that,  upon  consummation thereof, will result in  its  or  their
acquisition  of the power to exercise, directly or indirectly,  a
controlling  influence over the management  or  policies  of  the
Borrower,  or control over the equity securities of the  Borrower
entitled  to  vote  for  members of the  board  of  directors  or
equivalent  governing  body of the Borrower  on  a  fully-diluted
basis  (and  taking  into account all such securities  that  such
Person  or group has the right to acquire pursuant to any  option
right)  representing 50% or more of the combined voting power  of
such securities.

     "Closing  Date"  means  the first date  all  the  conditions
precedent  in Section 4.01 are satisfied or waived in  accordance
with Section 10.01.

<PAGE> 5

     "Code" means the Internal Revenue Code of 1986.

     "Commitment" means, as to each Lender, its obligation to (a)
make  Committed Loans to the Borrower pursuant to  Section  2.01,
(b)  purchase participations in L/C Obligations and (c)  purchase
participations  in  Swing Line Loans in  an  aggregate  principal
amount  at any one time outstanding not to exceed the amount  set
forth  opposite  such Lender's name on Schedule 2.01  or  in  the
Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted  from
time to time in accordance with this Agreement.

     "Committed  Borrowing"  means  a  borrowing  consisting   of
simultaneous Committed Loans of the same Type and, in the case of
Eurodollar  Rate Loans, having the same Interest Period  made  by
each of the Lenders pursuant to Section 2.01.

     "Committed Loan" has the meaning specified in Section 2.01.

     "Committed  Loan Notice" means a notice of (a)  a  Committed
Borrowing, (b) a conversion of Committed Loans from one  Type  to
the  other,  or  (c)  a  continuation of Eurodollar  Rate  Loans,
pursuant  to  Section  2.02(a), which, if in  writing,  shall  be
substantially in the form of Exhibit A.

     "Compliance  Certificate" means a certificate  substantially
in the form of Exhibit D.

     "Consolidated Adjusted Leverage Ratio" means, as of any date
of  determination, the ratio of (a) the remainder of Consolidated
Funded Indebtedness as of such date, minus all unencumbered  cash
and  cash  equivalents of the Borrower and its  Subsidiaries  and
Consolidated  Entities  as  of such  date  with  adjustments  for
international tax effects at an assumed withholding rate of  35%,
as  applicable, to (b) Consolidated EBITDA for the period of  the
four fiscal quarters most recently ended.

     "Consolidated  EBITDA"  means,  for  any  period,  for   the
Borrower  and  its Subsidiaries and Consolidated  Entities  on  a
consolidated  basis, an amount equal to Consolidated  Net  Income
for such period plus (a) the following to the extent deducted  in
calculating   such  Consolidated  Net  Income:  (i)  Consolidated
Interest Charges for such period, (ii) the provision for Federal,
state, local and foreign income taxes payable by the Borrower and
its   Subsidiaries  for  such  period,  (iii)  depreciation   and
amortization expense and (iv) other expenses, losses  or  charges
of  the  Borrower and its Subsidiaries and Consolidated  Entities
reducing  such Consolidated Net Income which do not  represent  a
cash item in such period or any future period, and minus (b)  the
following to the extent included in calculating such Consolidated
Net  Income:  (i)  Federal, state, local and foreign  income  tax
credits  of  the  Borrower and its Subsidiaries and  Consolidated
Entities  for  such period and (ii) all non-cash  items  and  all
other  extraordinary,  unusual  or  nonrecurring  gains  of   the
Borrower   and   its   Subsidiaries  and  Consolidated   Entities
increasing Consolidated Net Income for such period.

     "Consolidated  Entity"  means  an  entity,  other   than   a
Subsidiary, that is subject to consolidation under GAAP.

<PAGE> 6

     "Consolidated Funded Indebtedness" means, as of any date  of
determination,   for  the  Borrower  and  its  Subsidiaries   and
Consolidated   Entities   on   a  consolidated   basis,   without
duplication, the sum of (a) the outstanding principal  amount  of
all obligations, whether current or long-term, for borrowed money
(including  Obligations hereunder) and all obligations  evidenced
by  bonds,  debentures, notes, loan agreements or  other  similar
instruments, (b) the outstanding principal amount of all purchase
money  Indebtedness,  (c)  all direct obligations  arising  under
letters  of  credit (including standby and commercial),  bankers'
acceptances,   bank   guaranties,  surety   bonds   and   similar
instruments,  (d)  the outstanding amount of all  obligations  in
respect  of  the deferred purchase price of property or  services
(other  than trade accounts payable and accrued expenses  in  the
ordinary  course  of business), (e) Attributable Indebtedness  in
respect of capital leases, Synthetic Lease Obligations and  other
Off-Balance  Sheet  Liabilities,  (f)  without  duplication,  all
Guarantees with respect to outstanding Indebtedness of the  types
specified in clauses (a) through (e) above of Persons other  than
the  Borrower, any Subsidiary or any Consolidated Entity, and (g)
all  Indebtedness of the types referred to in clauses (a) through
(f) above of any partnership or joint venture (other than a joint
venture  that  is  itself  a  corporation  or  limited  liability
company)   in  which  the  Borrower  or  a  Subsidiary   or   any
Consolidated  Entity  is  a general partner  or  joint  venturer,
unless  such  Indebtedness is non-recourse to the Borrower,  such
Subsidiary or such Consolidated Entity.

     "Consolidated Interest Charges" means, for any  period,  for
the Borrower and its Subsidiaries and Consolidated Entities on  a
consolidated  basis,  the  sum  of  (a)  all  interest,   premium
payments,  debt discount, fees, charges and related  expenses  of
the  Borrower and its Subsidiaries and Consolidated  Entities  in
connection  with borrowed money (including capitalized  interest)
or  in connection with the deferred purchase price of assets,  in
each  case  to the extent treated as interest in accordance  with
GAAP,  (b)  the portion of rent expense of the Borrower  and  its
Subsidiaries  and  Consolidated Entities  with  respect  to  such
period  under  capital  leases that is  treated  as  interest  in
accordance with GAAP, and (c) all implicit interest in connection
with  Synthetic  Lease  Obligations and other  Off-Balance  Sheet
Liabilities.

     "Consolidated  Leverage Ratio" means,  as  of  any  date  of
determination, the ratio of (a) Consolidated Funded  Indebtedness
as  of such date to (b) Consolidated EBITDA for the period of the
four fiscal quarters most recently ended.

     "Consolidated  Net Income" means, for any  period,  for  the
Borrower  and  its Subsidiaries and Consolidated  Entities  on  a
consolidated basis, the net income (after excluding therefrom any
non-cash   charges  or  credits  relating  to  economic   hedging
transactions)   of   the  Borrower  and  its   Subsidiaries   and
Consolidated   Entities   (excluding  extraordinary   gains   but
including extraordinary losses) for that period.

     "Consolidated Tangible Net Worth" means, as of any  date  of
determination,   for  the  Borrower  and  its  Subsidiaries   and
Consolidated  Entities  on  a consolidated  basis,  Shareholders'
Equity (after excluding therefrom any non-cash charges or credits
relating to economic hedging transactions) on such date minus the
Intangible  Assets  of  the  Borrower and  its  Subsidiaries  and
Consolidated Entities on such date.

<PAGE> 7

     "Consolidated Total Capitalization" means, as of any date of
determination,  the  sum of (a) Consolidated Funded  Indebtedness
and  (b) Shareholders' Equity (after excluding therefrom any non-
cash   charges   or   credits  relating   to   economic   hedging
transactions) on such date.

     "Contractual  Obligation"  means,  as  to  any  Person,  any
provision  of  any  security issued by  such  Person  or  of  any
agreement,  instrument or other undertaking to which such  Person
is a party or by which it or any of its property is bound.

     "Control"  means the possession, directly or indirectly,  of
the  power to direct or cause the direction of the management  or
policies  of  a Person, whether through the ability  to  exercise
voting  power,  by  contract  or  otherwise.   "Controlling"  and
"Controlled" have meanings correlative thereto.

     "Cost   of   Acquisition"  means,  with   respect   to   any
Acquisition,  as  at  the  date of entering  into  any  agreement
therefor,  the  sum of the following (without duplication):   (a)
the  value  of  the  Equity Interests  of  the  Borrower  or  any
Subsidiary  to  be transferred in connection therewith,  (b)  the
amount  of  any  cash  and fair market value  of  other  property
(excluding  property  described in  clause  (a)  and  the  unpaid
principal  amount of any debt instrument) given as consideration,
(c) the amount (determined by using the face amount or the amount
payable  at  maturity, whichever is greater) of any  Indebtedness
incurred,  assumed or acquired by the Borrower or any  Subsidiary
in  connection with such Acquisition, (d) all additional purchase
price  amounts  in  the  form of earnouts  and  other  contingent
obligations  that should be recorded on the financial  statements
of the Borrower and its Subsidiaries in accordance with GAAP, (e)
all  amounts  paid  in  respect  of  covenants  not  to  compete,
consulting  agreements  that  should  be  recorded  on  financial
statements  of  the Borrower and its Subsidiaries  in  accordance
with GAAP, and other affiliated contracts in connection with such
Acquisition,  (f) the aggregate fair market value  of  all  other
consideration  given  by  the  Borrower  or  any  Subsidiary   in
connection  with  such  Acquisition,  and  (g)  out   of   pocket
transaction  costs  for the services and expenses  of  attorneys,
accountants  and  other consultants incurred  in  effecting  such
transaction,  and  other similar transaction costs  so  incurred.
For  purposes  of  determining the Cost of  Acquisition  for  any
transaction,  the capital stock of the Borrower or  a  Subsidiary
shall  be  valued (A) in the case of capital stock that  is  then
designated  as a national market system security by the  National
Association of Securities Dealers, Inc. ("NASDAQ") or  is  listed
on  a  national  securities exchange, the  average  of  the  last
reported  bid  and  ask  quotations or the last  prices  reported
thereon,  and (B) with respect to any other Equity Interests,  as
determined  by a committee composed of the disinterested  members
of  the  Board of Directors of the Borrower and, if requested  by
the Administrative Agent, determined to be a reasonable valuation
by  the  independent public accountants referred  to  in  Section
6.01(a),  and  (C)  with respect to any Acquisition  accomplished
pursuant to the exercise of options or warrants or the conversion
of  securities,  the Cost of Acquisition shall include  both  the
cost of acquiring such option, warrant or convertible security as
well as the cost of exercise or conversion.

     "Credit  Extension"  means each  of  the  following:  (a)  a
Borrowing and (b) an L/C Credit Extension.

     "Debtor Relief Laws" means the Bankruptcy Code of the United
States,  and  all other liquidation, conservatorship, bankruptcy,
assignment    for   the   benefit   of   creditors,   moratorium,
rearrangement,   receivership,  insolvency,  reorganization,   or
similar   debtor   relief   Laws   of   the

<PAGE> 8

United  States  or  other applicable  jurisdictions  from time to
time  in  effect and affecting the rights of creditors generally.

     "Default"  means any event or condition that constitutes  an
Event  of  Default or that, with the giving of  any  notice,  the
passage of time, or both, would be an Event of Default.

     "Default   Rate"  means  (a)  when  used  with  respect   to
Obligations  other than Letter of Credit Fees, an  interest  rate
equal to (i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans plus (iii) 2% per annum;  provided,
however, that with respect to a Eurodollar Rate Loan, the Default
Rate  shall  be  an  interest rate equal  to  the  interest  rate
(including any Applicable Rate) otherwise applicable to such Loan
plus  2%  per annum, and (b) when used with respect to Letter  of
Credit  Fees,  a rate equal to the Applicable Rate  plus  2%  per
annum.

     "Defaulting Lender" means any Lender that (a) has failed  to
fund  any portion of the Committed Loans, participations  in  L/C
Obligations or participations in Swing Line Loans required to  be
funded  by  it  hereunder within one Business  Day  of  the  date
required  to be funded by it hereunder, (b) has otherwise  failed
to  pay over to the Administrative Agent or any other Lender  any
other  amount  required  to be paid by it  hereunder  within  one
Business Day of the date when due, unless the subject of  a  good
faith  dispute, or (c) has been deemed insolvent  or  become  the
subject of a bankruptcy or insolvency proceeding.

     "Disposition"   or  "Dispose"  means  the  sale,   transfer,
license,   sales-type  or  direct  financing   lease   or   other
disposition (including any sale and leaseback transaction) of any
property  by any Person, including any sale, assignment, transfer
or  other  disposal, with or without recourse, of  any  notes  or
accounts   receivable  or  any  rights  and   claims   associated
therewith.

     "Dollar" and "$" mean lawful money of the United States.

     "Eligible Assignee" means (a) a Lender; (b) an Affiliate  of
a  Lender;  (c)  an  Approved Fund; and (d) any  other  financial
institution  approved by (i) the Administrative  Agent,  the  L/C
Issuer  and  the Swing Line Lender, and (ii) unless an  Event  of
Default  has occurred and is continuing, the Borrower (each  such
approval  not  to be unreasonably withheld or delayed);  provided
that notwithstanding the foregoing, "Eligible Assignee" shall not
include  the  Borrower  or  any of the Borrower's  Affiliates  or
Subsidiaries;  and provided further, however,  that  an  Eligible
Assignee shall include only a Lender, an Affiliate of a Lender or
another   financial  institution,  which,  through  its   Lending
Offices,  is  capable of lending Dollars to the Borrower  without
the imposition of any Taxes, additional Taxes or Other Taxes,  as
the case may be.

     "Environmental  Laws"  means any  and  all  Federal,  state,
local,  and  foreign  statutes,  laws,  regulations,  ordinances,
rules,  judgments, orders, decrees, permits, concessions, grants,
franchises,  licenses,  agreements or  governmental  restrictions
relating  to  pollution and the protection of the environment  or
the  release  of  any  materials into the environment,  including
those  related  to hazardous substances or wastes, air  emissions
and discharges to waste or public systems.

     "Environmental Liability" means any liability, contingent or
otherwise  (including  any  liability  for  damages,   costs   of
environmental  remediation,  fines, penalties or indemnities), of
the

<PAGE> 9

Borrower  or  any  of its  Subsidiaries  directly  or  indirectly
resulting  from or based upon (a) violation of any  Environmental
Law,  (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract,
agreement  or  other  consensual arrangement  pursuant  to  which
liability  is  assumed  or imposed with respect  to  any  of  the
foregoing.

     "Equity Interests" means, with respect to any Person, all of
the  shares  of  capital stock of (or other ownership  or  profit
interests in) such Person, all of the warrants, options or  other
rights for the purchase or acquisition from such Person of shares
of  capital stock of (or other ownership or profit interests  in)
such   Person,  all  of  the  securities  convertible   into   or
exchangeable  for shares of capital stock of (or other  ownership
or  profit  interests  in) such Person  or  warrants,  rights  or
options for the purchase or acquisition from such Person of  such
shares  (or such other interests), and all of the other ownership
or profit interests in such Person (including partnership, member
or  trust  interests therein), whether voting or  nonvoting,  and
whether  or not such shares, warrants, options, rights  or  other
interests are outstanding on any date of determination.

     "ERISA" means the Employee Retirement Income Security Act of
1974.

     "ERISA  Affiliate" means any trade or business  (whether  or
not  incorporated) under common control with the Borrower  within
the  meaning  of Section 414(b) or (c) of the Code (and  Sections
414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).

     "ERISA Event" means (a) a Reportable Event with respect to a
Pension  Plan;  (b)  a withdrawal by the Borrower  or  any  ERISA
Affiliate  from a Pension Plan subject to Section 4063  of  ERISA
during  a  plan year in which it was a substantial  employer  (as
defined  in  Section  4001(a)(2) of  ERISA)  or  a  cessation  of
operations  that  is treated as such a withdrawal  under  Section
4062(e)  of  ERISA; (c) a complete or partial withdrawal  by  the
Borrower  or  any  ERISA Affiliate from a Multiemployer  Plan  or
notification that a Multiemployer Plan is in reorganization;  (d)
the filing of a notice of intent to terminate, the treatment of a
Plan  amendment as a termination under Sections 4041 or 4041A  of
ERISA,  or  the  commencement  of  proceedings  by  the  PBGC  to
terminate a Pension Plan or Multiemployer Plan; (e) an  event  or
condition which constitutes grounds under Section 4042  of  ERISA
for  the  termination  of, or the appointment  of  a  trustee  to
administer, any Pension Plan or Multiemployer Plan;  or  (f)  the
imposition  of any liability under Title IV of ERISA, other  than
for  PBGC premiums due but not delinquent under Section  4007  of
ERISA, upon the Borrower or any ERISA Affiliate.

     "Eurodollar Rate" means for any Interest Period with respect
to  a  Eurodollar  Rate Loan, the rate per  annum  equal  to  the
British   Bankers  Association  LIBOR  Rate  ("BBA  LIBOR"),   as
published  by  Reuters  (or other commercially  available  source
providing   quotations  of  BBA  LIBOR  as  designated   by   the
Administrative  Agent from time to time) at  approximately  11:00
a.m., London time, two Business Days prior to the commencement of
such  Interest Period, for Dollar deposits (for delivery  on  the
first day of such Interest Period) with a term equivalent to such
Interest Period.  If such rate is not available at such time  for
any  reason, then the "Eurodollar Rate" for such Interest  Period
shall  be  the  rate  per annum determined by the  Administrative
Agent to be the rate at which deposits in Dollars for delivery on
the  first day of

<PAGE> 10

such    Interest    Period   in    same   day    funds   in   the
approximate  amount  of  the Eurodollar  Rate  Loan  being  made,
continued  or  converted  by Bank of  America  and  with  a  term
equivalent  to such Interest Period would be offered by  Bank  of
America's  London  Branch to major banks in the London  interbank
eurodollar  market at their request at approximately  11:00  a.m.
(London time) two Business Days prior to the commencement of such
Interest Period.

     "Eurodollar  Rate Loan" means a Committed  Loan  that  bears
interest at a rate based on the Eurodollar Rate.

     "Event  of  Default"  has the meaning specified  in  Section
8.01.

     "Excluded  Taxes" means, with respect to the  Administrative
Agent,  any Lender, the L/C Issuer or any other recipient of  any
payment  to  be  made by or on account of any obligation  of  the
Borrower  hereunder,  (a) taxes imposed on  or  measured  by  its
overall  net  income (however denominated), and  franchise  taxes
imposed  on it (in lieu of net income taxes), by the jurisdiction
(or  any  political subdivision thereof) under the laws of  which
such  recipient is organized or in which its principal office  is
located  or,  in the case of any Lender, in which its  applicable
Lending  Office is located, (b) any branch profits taxes  imposed
by  the  United States or any similar tax imposed  by  any  other
jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request
by the Borrower under Section 10.13), any withholding tax that is
imposed  on  amounts payable to such Foreign Lender at  the  time
such  Foreign Lender becomes a party hereto (or designates a  new
Lending  Office)  or  is  attributable to such  Foreign  Lender's
failure or inability (other than as a result of a Change in  Law)
to  comply  with Section 3.01(e), except to the extent that  such
Foreign  Lender  (or its assignor, if any) was entitled,  at  the
time  of designation of a new Lending Office (or assignment),  to
receive additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 3.01(a).

     "Existing  Letters  of Credit" means the Letters  of  Credit
listed on Schedule 1.01(a).

     "Federal Funds Rate" means, for any day, the rate per  annum
equal  to the weighted average of the rates on overnight  Federal
funds  transactions  with members of the Federal  Reserve  System
arranged  by  Federal funds brokers on such day, as published  by
the  Federal  Reserve Bank of New York on the Business  Day  next
succeeding  such  day; provided that (a) if such  day  is  not  a
Business Day, the Federal Funds Rate for such day shall  be  such
rate  on such transactions on the next preceding Business Day  as
so  published on the next succeeding Business Day, and (b) if  no
such  rate is so published on such next succeeding Business  Day,
the  Federal  Funds Rate for such day shall be the  average  rate
(rounded  upward, if necessary, to a whole multiple of  1/100  of
1%)  charged  to Bank of America on such day on such transactions
as determined by the Administrative Agent.

     "Fee Letter" means the letter agreement, dated September 22,
2004, among the Borrower, the Administrative Agent and BAS.

     "Foreign  Lender" means any Lender that is  organized  under
the  laws of a jurisdiction other than that in which the Borrower
is   resident   for   tax   purposes.  For   purposes   of   this

<PAGE> 11

definition, the   United  States,  each  State  thereof  and  the
District  of  Columbia  shall  be  deemed to  constitute a single
jurisdiction.

     "FRB"  means  the Board of Governors of the Federal  Reserve
System of the United States.

     "Fund"  means any Person (other than a natural person)  that
is  (or  will  be)  engaged  in making,  purchasing,  holding  or
otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.

     "GAAP" means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the
Accounting  Principles  Board  and  the  American  Institute   of
Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles
as  may  be  approved by a significant segment of the  accounting
profession  in  the  United States, that are  applicable  to  the
circumstances  as  of  the  date of  determination,  consistently
applied.

     "Governmental Authority" means the government of the  United
States  or  any  other  nation, or of any  political  subdivision
thereof,  whether  state  or local, and  any  agency,  authority,
instrumentality, regulatory body, court, central  bank  or  other
entity   exercising  executive,  legislative,  judicial,  taxing,
regulatory or administrative powers or functions of or pertaining
to  government (including any supra-national bodies such  as  the
European Union or the European Central Bank).

     "Granting  Lender"  has  the meaning  specified  in  Section
10.06(h).

     "Guarantee"  means,  as to any Person, (a)  any  obligation,
contingent  or otherwise, of such Person guaranteeing  or  having
the  economic  effect of guaranteeing any Indebtedness  or  other
obligation payable or performable by another Person (the "primary
obligor")  in  any  manner, whether directly or  indirectly,  and
including any obligation of such Person, direct or indirect,  (i)
to  purchase or pay (or advance or supply funds for the  purchase
or  payment  of) such Indebtedness or other obligation,  (ii)  to
purchase  or  lease  property, securities  or  services  for  the
purpose  of  assuring the obligee in respect of such Indebtedness
or  other  obligation  of  the payment  or  performance  of  such
Indebtedness  or  other  obligation, (iii)  to  maintain  working
capital,   equity  capital  or  any  other  financial   statement
condition  or liquidity or level of income or cash  flow  of  the
primary  obligor so as to enable the primary obligor to pay  such
Indebtedness  or other obligation, or (iv) entered into  for  the
purpose of assuring in any other manner the obligee in respect of
such   Indebtedness  or  other  obligation  of  the  payment   or
performance  thereof or to protect such obligee against  loss  in
respect  thereof (in whole or in part), or (b) any  Lien  on  any
assets  of  such  Person  securing  any  Indebtedness  or   other
obligation  of any other Person, whether or not such Indebtedness
or  other  obligation is assumed by such Person  (or  any  right,
contingent  or  otherwise, of any holder of such Indebtedness  to
obtain  any  such  Lien); provided, that  "Guarantee"  shall  not
include  obligations  relating to the endorsement  of  checks  or
other  items  for collection in the ordinary course of  business.
The amount of any Guarantee shall be deemed to be an amount equal
to  the  stated  or  determinable amount of the  related  primary
obligation,  or  portion  thereof,  in  respect  of  which   such
Guarantee  is  made  or,  if  not  stated  or  determinable,  the

<PAGE> 12

maximum  reasonably  anticipated  liability in respect thereof as
determined by  the  guaranteeing  Person in good faith.  The term
"Guarantee"   as   a   verb   has   a    corresponding   meaning.

     "Hazardous  Materials"  means all explosive  or  radioactive
substances  or  wastes  and all hazardous  or  toxic  substances,
wastes  or  other  pollutants, including petroleum  or  petroleum
distillates,    asbestos   or   asbestos-containing    materials,
polychlorinated  biphenyls,  radon  gas,  infectious  or  medical
wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

     "Indebtedness" means, as to any Person at a particular time,
without  duplication,  all  of  the  following,  whether  or  not
included as indebtedness or liabilities in accordance with GAAP:

          (a)   all obligations of such Person for borrowed money
     and  all  obligations  of such Person  evidenced  by  bonds,
     debentures,   notes,  loan  agreements  or   other   similar
     instruments;

          (b)   all  direct  or  contingent obligations  of  such
     Person  arising  under letters of credit (including  standby
     and  commercial),  bankers'  acceptances,  bank  guaranties,
     surety bonds and similar instruments;

          (c)   net  obligations of such Person  under  any  Swap
     Contract;

          (d)  all obligations of such Person to pay the deferred
     purchase  price  of property or services (other  than  trade
     accounts payable in the ordinary course of business and,  in
     each case, not past due for more than 60 days and other than
     accrued expenses in the ordinary course of business);

          (e)   indebtedness (excluding prepaid interest thereon)
     secured  by  a Lien on property owned or being purchased  by
     such    Person   (including   indebtedness   arising   under
     conditional  sales  or  other title  retention  agreements),
     whether or not such indebtedness shall have been assumed  by
     such Person or is limited in recourse;

          (f)   capital  leases, Synthetic Lease Obligations  and
     other Off-Balance Sheet Liabilities;

          (g)   all  obligations  of  such  Person  to  purchase,
     redeem,  retire, defease or otherwise make  any  payment  in
     respect  of any Equity Interest in such Person or any  other
     Person,  valued,  in  the  case of  a  redeemable  preferred
     interest,  at  the greater of its voluntary  or  involuntary
     liquidation  preference plus accrued and  unpaid  dividends;
     and

          (h)  all Guarantees of such Person in respect of any of
     the foregoing.

     For  all  purposes hereof, the Indebtedness  of  any  Person
shall  include  the  Indebtedness of  any  partnership  or  joint
venture  (other than a joint venture that is itself a corporation
or  limited liability company) in which such Person is a  general
partner  or  a joint venturer, unless such Indebtedness  is  non-
recourse to such Person.  The amount of any net obligation  under
any  Swap  Contract on any date shall be deemed to  be  the  Swap
Termination  Value thereof as of such date.  The  amount  of  any
capital  lease,  Synthetic Lease Obligation or other  Off-Balance
Sheet  Liability

<PAGE> 13

as of any date shall be deemed to  be the  amount of Attributable
Indebtedness   in   respect   thereof    as    of    such   date.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitees" has the meaning specified in Section 10.04(b).

     "Intangible Assets" means assets that are considered  to  be
intangible assets under GAAP, including customer lists, goodwill,
computer  software, copyrights, trade names, trademarks, patents,
franchises, licenses, unamortized deferred charges (but excluding
any  deferred  taxes), unamortized debt discount and  capitalized
research and development costs.

     "Interest Payment Date" means, (a) as to any Loan other than
a Base Rate Loan, the last day of each Interest Period applicable
to  such  Loan and the Maturity Date; provided, however, that  if
any  Interest  Period for a Eurodollar Rate  Loan  exceeds  three
months,  the respective dates that fall every three months  after
the  beginning  of  such Interest Period shall also  be  Interest
Payment  Dates;  and (b) as to any Base Rate  Loan  (including  a
Swing  Line  Loan),  the last Business Day of each  March,  June,
September and December and the Maturity Date.

     "Interest  Period" means, as to each Eurodollar  Rate  Loan,
the  period commencing on the date such Eurodollar Rate  Loan  is
disbursed or converted to or continued as a Eurodollar Rate  Loan
and  ending on the date one, two, three or six months thereafter,
as  selected  by  the  Borrower in  its  Committed  Loan  Notice;
provided that:

          (i)  any Interest Period that would otherwise end on  a
     day that is not a Business Day shall be extended to the next
     succeeding  Business Day unless such Business Day  falls  in
     another  calendar month, in which case such Interest  Period
     shall end on the next preceding Business Day;

          (ii)  any  Interest  Period that  begins  on  the  last
     Business  Day  of a calendar month (or on a  day  for  which
     there  is  no numerically corresponding day in the  calendar
     month  at the end of such Interest Period) shall end on  the
     last  Business Day of the calendar month at the end of  such
     Interest Period; and

          (iii)      no  Interest Period shall extend beyond  the
     Maturity Date.

     "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a)
the  purchase  or  other acquisition of capital  stock  or  other
securities  of  another Person, (b) a loan,  advance  or  capital
contribution to, Guarantee or assumption of debt of, or  purchase
or other acquisition of any other debt or equity participation or
interest  in, another Person, including any partnership or  joint
venture  interest  in  such  other  Person  and  any  arrangement
pursuant  to which the investor Guarantees Indebtedness  of  such
other  Person, or (c) the purchase or other acquisition  (in  one
transaction  or  a series of transactions) of assets  of  another
Person that constitute a business unit.  For purposes of covenant
compliance,  the  amount of any Investment shall  be  the  amount
actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

     "IP Rights" has the meaning specified in Section 5.17.

<PAGE> 14


     "IRS" means the United States Internal Revenue Service.

     "ISP"  means,  with  respect to any Letter  of  Credit,  the
"International Standby Practices 1998" published by the Institute
of  International Banking Law & Practice (or such  later  version
thereof as may be in effect at the time of issuance).

     "Issuer  Documents"  means with respect  to  any  Letter  of
Credit,  the  Letter Credit Application, and any other  document,
agreement and instrument entered into by the L/C Issuer  and  the
Borrower  (or  any  Subsidiary) or in favor the  L/C  Issuer  and
relating to any such Letter of Credit.

     "Laws"  means,  collectively,  all  international,  foreign,
Federal,  state and local statutes, treaties, rules,  guidelines,
regulations,  ordinances,  codes and administrative  or  judicial
precedents  or  authorities,  including  the  interpretation   or
administration thereof by any Governmental Authority charged with
the  enforcement, interpretation or administration  thereof,  and
all  applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any
Governmental  Authority, in each case whether or not  having  the
force of law.

     "L/C  Advance"  means,  with respect to  each  Lender,  such
Lender's  funding  of its participation in any L/C  Borrowing  in
accordance with its Applicable Percentage.

     "L/C  Borrowing" means an extension of credit resulting from
a  drawing  under  any  Letter  of  Credit  which  has  not  been
reimbursed  on  the date when made or refinanced as  a  Committed
Borrowing.

     "L/C Credit Extension" means, with respect to any Letter  of
Credit,  the  issuance thereof or extension of  the  expiry  date
thereof, or the increase of the amount thereof.

     "L/C  Issuer" means (a) Bank of America in its  capacity  as
issuer of Letters of Credit hereunder, (b) Bank of Nova Scotia in
its capacity as issuer of Letters of Credit hereunder, (c) Harris
Trust  and  Savings Bank in its capacity as issuer of Letters  of
Credit  hereunder, (d) The Bank of New York in  its  capacity  as
issuer  of Letters of Credit hereunder, (e) SunTrust Bank in  its
capacity as issuer of Letters of Credit hereunder, and  (f)   any
successor issuer(s) of Letters of Credit hereunder.  All singular
references  to  the L/C Issuer shall mean any L/C Issuer,  either
L/C  Issuer, the L/C Issuer that has issued the applicable Letter
of Credit, or all L/C Issuers, as the context may require.

     "L/C  Obligations"  means, as at any date of  determination,
the  aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including  all  L/C Borrowings.  For purposes  of  computing  the
amount  available  to be drawn under any Letter  of  Credit,  the
amount of such Letter of Credit shall be determined in accordance
with Section 1.05.  For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms
but  any  amount may still be drawn thereunder by reason  of  the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed  to  be "outstanding" in the amount so remaining available
to be drawn.

<PAGE> 15

     "Lender"  has  the  meaning specified  in  the  introductory
paragraph hereto and, as the context requires, includes the Swing
Line Lender and each L/C Issuer.

     "Lending  Office"  means, as to any Lender,  the  office  or
offices  of  such  Lender  described as  such  in  such  Lender's
Administrative Questionnaire, or such other office or offices  as
a  Lender  may  from  time to time notify the  Borrower  and  the
Administrative Agent.

     "Letter  of  Credit"  means  any  letter  of  credit  issued
hereunder  and shall include the Existing Letters of  Credit.   A
Letter  of  Credit  may be a commercial letter  of  credit  or  a
standby letter of credit.

     "Letter  of  Credit  Application" means an  application  and
agreement for the issuance or amendment of a Letter of Credit  in
the form from time to time in use by the L/C Issuer.

     "Letter  of  Credit Expiration Date" means the day  that  is
seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day).

     "Letter  of Credit Fee" has the meaning specified in Section
2.03(i).

     "Letter  of  Credit  Sublimit"  means  an  amount  equal  to
$70,000,000.  The Letter of Credit Sublimit is part of,  and  not
in addition to, the Aggregate Commitments.

     "Lien"    means   any   mortgage,   pledge,   hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory  or
other),   charge,  or  preference,  priority  or  other  security
interest  or preferential arrangement in the nature of a security
interest  of  any  kind  or  nature  whatsoever  (including   any
conditional   sale  or  other  title  retention  agreement,   any
easement,  right  of way or other encumbrance on  title  to  real
property, and any financing lease having substantially  the  same
economic effect as any of the foregoing).

     "Loan"  means  an  extension of credit  by  a  Lender  to  a
Borrower  under Article II in the form of a Committed Loan  or  a
Swing Line Loan.

     "Loan  Documents"  means  this Agreement,  each  Note,  each
Issuer Document and the Fee Letter.

     "Material  Adverse  Effect" means  (a)  a  material  adverse
change  in,  or  a material adverse effect upon, the  operations,
business,   properties,  liabilities  (actual   or   contingent),
condition  (financial or otherwise) or prospects of the  Borrower
or  the  Borrower and its Subsidiaries and Consolidated  Entities
taken as a whole; (b) a material impairment of the ability of the
Borrower  to perform its obligations under any Loan Document;  or
(c)  a  material  adverse  effect upon  the  legality,  validity,
binding effect or enforceability against the Borrower of any Loan
Document.

     "Maturity Date" means December 2, 2009.

     "Multiemployer Plan" means any employee benefit plan of  the
type  described  in  Section 4001(a)(3) of ERISA,  to  which  the
Borrower  or  any ERISA Affiliate makes or is obligated  to  make
contributions, or during the preceding five plan years, has  made
or been obligated to make contributions.

<PAGE> 16

     "Net  Cash Proceeds" means, with respect to the sale of  any
asset  by the Borrower or any Subsidiary, the remainder, if  any,
of  (i)  the  sum  of  cash  and  cash  equivalents  received  in
connection with such sale (including any cash received by way  of
deferred  payment  pursuant to, or by  monetization  of,  a  note
receivable or otherwise, but only as and when so received)  minus
(ii) the sum of (A) the principal amount of any Indebtedness that
is  secured  by such asset and that is required to be  repaid  in
connection with the sale thereof, (B) the out-of-pocket  expenses
incurred  by  the  Borrower or any Subsidiary in connection  with
such  sale  and  (C)  income  taxes reasonably  estimated  to  be
actually  payable within two years of the date  of  the  relevant
asset  sale  as  a  result of any gain recognized  in  connection
therewith.

     "Non-Material Subsidiary" means a Subsidiary that,

         (a)   at no time during the then current fiscal year  or
     the  two  then  preceding  fiscal  years  of  the  Borrower,
     constituted  more than three percent  (3%)  of  consolidated
     total  assets  (as  shown  on  the  Borrower's  consolidated
     balance sheet) or Shareholders' Equity; or

         (b)   accounted for no more than three percent  (3%)  of
     the   revenues   of  the  Borrower  and  its   Subsidiaries,
     determined  on a consolidated basis, in respect of  any  one
     or  more  of the then preceding twelve (12) fiscal  quarters
     of the Borrower.

     "Note"  means a promissory note made by a Borrower in  favor
of a Lender evidencing Loans made by such Lender to the Borrower,
substantially in the form of Exhibit C.

     "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising  under
any Loan Document or otherwise with respect to any Loan or Letter
of  Credit, whether direct or indirect (including those  acquired
by assumption), absolute or contingent, due or to become due, now
existing  or  hereafter arising and including interest  and  fees
that accrue after the commencement by or against the Borrower  or
any  Affiliate thereof of any proceeding under any Debtor  Relief
Laws  naming  such  Person  as  the debtor  in  such  proceeding,
regardless  of whether such interest and fees are allowed  claims
in such proceeding.

     "Off-Balance Sheet Liabilities" means, with respect  to  any
Person   as  of  any  date  of  determination  thereof,   without
duplication and to the extent not included as a liability on  the
consolidated balance sheet of such Person and its Subsidiaries in
accordance   with   GAAP:  (a)  with   respect   to   any   asset
securitization  transaction (including  any  accounts  receivable
purchase  facility), the unrecovered investment of purchasers  or
transferees of assets so transferred and the principal amount  of
any   recourse,  repurchase  or  debt  obligations  incurred   in
connection therewith; and (b) the monetary obligations under  any
financing lease or so-called "synthetic," tax retention  or  off-
balance  sheet  lease transaction which, upon the application  of
any  Debtor Relief Law to such Person or any of its Subsidiaries,
would be characterized as indebtedness.

     "Organization  Documents" means, (a)  with  respect  to  any
corporation, the certificate or articles of incorporation and the
bylaws  (or equivalent or comparable constitutive documents  with
respect  to any non-U.S. jurisdiction); (b) with respect  to  any
limited  liability  company,  the  certificate  or  articles   of
formation or organization and operating agreement; and  (c)  with
respect to any partnership, joint venture, trust or other form of
business     entity,    the     partnership,     joint

<PAGE> 17

venture   or   other  applicable   agreement   of   formation  or
organization  and   any agreement,  instrument,  filing or notice
with  respect  thereto filed  in connection with its formation or
organization with  the applicable  Governmental  Authority in the
jurisdiction of its formation or organization and, if applicable,
any certificate  or articles of formation or organization of such
entity.

     "Other   Taxes"  means  all  present  or  future  stamp   or
documentary taxes or any other excise or property taxes,  charges
or  similar  levies  arising from any payment made  hereunder  or
under any other Loan Document or from the execution, delivery  or
enforcement  of, or otherwise with respect to, this Agreement  or
any other Loan Document.

     "Outstanding  Amount"  means (i) with respect  to  Committed
Loans  on  any  date, the aggregate outstanding principal  amount
thereof after giving effect to any borrowings and prepayments  or
repayments  of such Committed Loans occurring on such date;  (ii)
with  respect  to  Swing Line Loans on any  date,  the  aggregate
outstanding principal amount thereof after giving effect  to  any
borrowings and prepayments or repayments of such Swing Line Loans
occurring  on  such  date;  and (iii) with  respect  to  any  L/C
Obligations  on any date, the amount of the aggregate outstanding
amount  of such L/C Obligations on such date after giving  effect
to  any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements by the Borrower
of Unreimbursed Amounts.

     "Participant" has the meaning specified in Section 10.06(d).

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension Plan" means any "employee pension benefit plan" (as
such  term  is  defined in Section 3(2) of ERISA), other  than  a
Multiemployer Plan, that is subject to Title IV of ERISA  and  is
sponsored or maintained by the Borrower or any ERISA Affiliate or
to  which the Borrower or any ERISA Affiliate contributes or  has
an  obligation  to  contribute, or in  the  case  of  a  multiple
employer or other plan described in Section 4064(a) of ERISA, has
made  contributions at any time during the immediately  preceding
five plan years.

     "Permitted  Lines  of  Business" means (a)  meat  (including
chicken,  turkey,  beef,  lamb and  pork),  poultry  and  seafood
production  and processing, (b) ocean transportation and  related
ground transportation and support, (c) animal feed production and
processing, (d)     flour and feed milling, (e) power production,
(f)  commodity merchandising, (g) baking, and (h) the holding  of
cash and investments held for future use by the Borrower and  its
Subsidiaries   in  connection  with  any  of  the  aforementioned
Permitted Lines of Business.

     "Person"  means  any  natural person,  corporation,  limited
liability  company,  trust, joint venture, association,  company,
partnership, Governmental Authority or other entity.

     "Plan"  means any "employee benefit plan" (as such  term  is
defined in Section 3(3) of ERISA) established by the Borrower or,
with  respect to any such plan that is subject to Section 412  of
the Code or Title IV of ERISA, any ERISA Affiliate.

<PAGE> 18

     "Priority   Indebtedness"  means,  as   of   any   date   of
determination,  the  sum  (without  duplication)   of   (a)   all
Indebtedness  of  the  Borrower secured  by  Liens  permitted  by
Section  7.01(n),  plus  (b)  all  Indebtedness  of  Subsidiaries
permitted by Sections 7.03(c) and (g).

     "Register" has the meaning specified in Section 10.06(c).

     "Related  Parties" means, with respect to any  Person,  such
Person's   Affiliates  and  the  partners,  directors,  officers,
employees,  agents  and  advisors of  such  Person  and  of  such
Person's Affiliates.

     "Reportable  Event"  means any of the events  set  forth  in
Section 4043(c) of ERISA, other than events for which the  30-day
notice period has been waived.

     "Request for Credit Extension" means (a) with respect  to  a
Borrowing,  conversion  or continuation  of  Committed  Loans,  a
Committed  Loan  Notice,  (b)  with  respect  to  an  L/C  Credit
Extension,  a Letter of Credit Application, and (c) with  respect
to a Swing Line Loan, a Swing Line Loan Notice.

     "Required  Lenders" means, as of any date of  determination,
Lenders having more than 50% of the Aggregate Commitments or,  if
the commitment of each Lender to make Loans and the obligation of
the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant  to Section 8.02, Lenders holding in the aggregate  more
than 50% of the Total Outstandings (with the aggregate amount  of
each Lender's risk participation and funded participation in  L/C
Obligations  and  Swing Line Loans being deemed  "held"  by  such
Lender  for  purposes  of  this definition);  provided  that  the
Commitment of, and the portion of the Total Outstandings held  or
deemed  held  by,  any Defaulting Lender shall  be  excluded  for
purposes of making a determination of Required Lenders.

     "Responsible  Officer"  means the chief  executive  officer,
president,  chief  financial  officer,  treasurer  or   assistant
treasurer  or  any vice president of the Borrower.  Any  document
delivered hereunder that is signed by a Responsible Officer shall
be conclusively presumed to have been authorized by all necessary
corporate action on the part of the Borrower and such Responsible
Officer shall be conclusively presumed to have acted on behalf of
the Borrower.

     "Restricted   Payment"   means   any   dividend   or   other
distribution (whether in cash, securities or other property) with
respect  to  any  capital stock or other Equity Interest  of  the
Borrower  or  any  Subsidiary, or any payment (whether  in  cash,
securities  or  other property), including any  sinking  fund  or
similar   deposit,  on  account  of  the  purchase,   redemption,
retirement, acquisition, cancellation or termination of any  such
capital  stock  or other Equity Interest, or on  account  of  any
return  of  capital to the Borrower's stockholders,  partners  or
members (or the equivalent Person thereof).

     "SEC"  means the Securities and Exchange Commission, or  any
Governmental  Authority  succeeding  to  any  of  its   principal
functions.

     "Seaboard  Flour"  means  Seaboard  Flour  LLC,  a  Delaware
limited liability company.

     "Seaboard  Overseas"  means  Seaboard  Overseas  Limited,  a
Bahamian corporation.

<PAGE> 19

     "Seaboard  Overseas  Credit  Facility"  means  that  certain
Credit Agreement dated as of February 21, 2003, as amended and in
effect  on  the  date  hereof, among Seaboard Overseas,  Standard
Chartered  Bank,  as  the Administrative  Agent,  and  the  other
parties thereto.

     "Senior  Note Agreements" means collectively, (a)  the  1993
Senior Note Agreements, (b) the 1995 Senior Note Agreements,  and
(c) the 2002 Senior Note Agreements.

     "Senior  Notes"  means, collectively, (a)  the  1993  Senior
Notes, (b) the 1995 Senior Notes, and (c) the 2002 Senior Notes.

     "Shareholders'   Equity"  means,   as   of   any   date   of
determination, consolidated shareholders' equity of the  Borrower
and  its  Subsidiaries and Consolidated Entities as of that  date
determined in accordance with GAAP.

     "SPC" has the meaning specified in Section 10.06(h).

     "Subsidiary"  of a Person means a corporation,  partnership,
joint venture, limited liability company or other business entity
of  which  a  majority  of  the shares  of  securities  or  other
interests  having  ordinary  voting power  for  the  election  of
directors  or  other  governing body (other  than  securities  or
interests having such power only by reason of the happening of  a
contingency)  are at the time beneficially owned by such  Person.
Unless   otherwise  specified,  all  references   herein   to   a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary  or
Subsidiaries of the Borrower.

     "Swap   Contract"   means  (a)  any  and   all   rate   swap
transactions,   basis  swaps,  credit  derivative   transactions,
forward  rate  transactions, commodity swaps, commodity  options,
forward  commodity  contracts, equity or equity  index  swaps  or
options,  bond  or bond price or bond index swaps or  options  or
forward  bond  or  forward  bond  price  or  forward  bond  index
transactions,  interest  rate options, forward  foreign  exchange
transactions,   cap  transactions,  floor  transactions,   collar
transactions,  currency  swap transactions,  cross-currency  rate
swap transactions, currency options, spot contracts, or any other
similar  transactions or any combination of any of the  foregoing
(including  any  options  to enter into any  of  the  foregoing),
whether or not any such transaction is governed by or subject  to
any  master  agreement, and (b) any and all transactions  of  any
kind,  and  the related confirmations, which are subject  to  the
terms  and  conditions of, or governed by,  any  form  of  master
agreement  published by the International Swaps  and  Derivatives
Association,  Inc.,  any  International Foreign  Exchange  Master
Agreement,  or  any  other  master  agreement  (any  such  master
agreement,  together  with  any  related  schedules,  a   "Master
Agreement"), including any such obligations or liabilities  under
any Master Agreement.

     "Swap  Termination Value" means, in respect of  any  one  or
more Swap Contracts, after taking into account the effect of  any
legally  enforceable  netting agreement  relating  to  such  Swap
Contracts,  (a)  for  any date on or after  the  date  such  Swap
Contracts   have   been  closed  out  and  termination   value(s)
determined  in  accordance therewith, such termination  value(s),
and  (b) for any date prior to the date referenced in clause (a),
the  amount(s) determined as the mark-to-market value(s) for such
Swap  Contracts, as determined based upon one or more  mid-market
or  other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or  any
Affiliate of a Lender).

<PAGE> 20

     "Swing  Line"  means  the  revolving  credit  facility  made
available by the Swing Line Lender pursuant to Section 2.04.

     "Swing  Line  Borrowing" means a borrowing of a  Swing  Line
Loan pursuant to Section 2.04.

     "Swing Line Lender" means Bank of America in its capacity as
provider of Swing Line Loans, or any successor swing line  lender
hereunder.

     "Swing  Line  Loan"  has the meaning  specified  in  Section
2.04(a).

     "Swing  Line  Loan Notice" means a notice of  a  Swing  Line
Borrowing  pursuant  to Section 2.04(b), which,  if  in  writing,
shall be substantially in the form of Exhibit B.

     "Swing Line Sublimit" means an amount equal to the lesser of
(a)  $25,000,000  and (b) the Aggregate Commitments.   The  Swing
Line  Sublimit is part of, and not in addition to, the  Aggregate
Commitments.

     "Synthetic  Lease Obligation" means the monetary  obligation
of a Person under (a) a so-called synthetic, off-balance sheet or
tax  retention  lease,  or  (b)  an  agreement  for  the  use  or
possession of property creating obligations that do not appear on
the  balance sheet of such Person but which, upon the  insolvency
or  bankruptcy  of  such Person, would be  characterized  as  the
indebtedness  of  such  Person  (without  regard  to   accounting
treatment).

     "Taxes"  means all present or future taxes, levies, imposts,
duties,  deductions,  withholdings, assessments,  fees  or  other
charges  imposed  by  any Governmental Authority,  including  any
interest, additions to tax or penalties applicable thereto.

     "Total  Outstandings" means the aggregate Outstanding Amount
of all Loans and all L/C Obligations.

     "Type"  means,  with  respect  to  a  Committed  Loan,   its
character as a Base Rate Loan or a Eurodollar Rate Loan.

     "Unfunded  Pension Liability" means the excess of a  Pension
Plan's  benefit liabilities under Section 4001(a)(16)  of  ERISA,
over  the current value of that Pension Plan's assets, determined
in  accordance with the assumptions used for funding the  Pension
Plan  pursuant to Section 412 of the Code for the applicable plan
year.

     "United  States"  and  "U.S."  mean  the  United  States  of
America.

     "Unreimbursed Amount" has the meaning specified  in  Section
2.03(c)(i).

     1.02  Other Interpretive Provisions.  With reference to this
Agreement   and  each  other  Loan  Document,  unless   otherwise
specified herein or in such other Loan Document:

          (a)   The  definitions  of  terms  herein  shall  apply
     equally  to  the  singular and plural  forms  of  the  terms
     defined.   Whenever  the context may  require,  any  pronoun
     shall

<PAGE> 21

     include    the   corresponding   masculine,   feminine   and
     neuter   forms.    The  words  "include,"   "includes"   and
     "including"  shall be deemed to be followed  by  the  phrase
     "without limitation."  The word "will" shall be construed to
     have  the  same  meaning and effect  as  the  word  "shall."
     Unless the context requires otherwise, (i) any definition of
     or  reference to any agreement, instrument or other document
     (including any Organization Document) shall be construed  as
     referring to such agreement, instrument or other document as
     from   time  to  time  amended,  supplemented  or  otherwise
     modified  (subject to any restrictions on  such  amendments,
     supplements  or  modifications set forth herein  or  in  any
     other  Loan  Document),  (ii) any reference  herein  to  any
     Person   shall   be  construed  to  include  such   Person's
     successors  and assigns, (iii) the words "herein,"  "hereof"
     and  "hereunder," and words of similar import when  used  in
     any  Loan Document, shall be construed to refer to such Loan
     Document in its entirety and not to any particular provision
     thereof, (iv) all references in a Loan Document to Articles,
     Sections, Exhibits and Schedules shall be construed to refer
     to  Articles and Sections of, and Exhibits and Schedules to,
     the  Loan Document in which such references appear, (v)  any
     reference  to  any  law  shall  include  all  statutory  and
     regulatory  provisions consolidating, amending replacing  or
     interpreting  such  law  and any reference  to  any  law  or
     regulation shall, unless otherwise specified, refer to  such
     law  or regulation as amended, modified or supplemented from
     time  to  time,  and (vi) the words "asset"  and  "property"
     shall  be construed to have the same meaning and effect  and
     to  refer to any and all tangible and intangible assets  and
     properties,   including  cash,  securities,   accounts   and
     contract rights.

          (b)   In  the  computation of periods of  time  from  a
     specified  date to a later specified date, the  word  "from"
     means "from and including;" the words "to" and "until"  each
     mean  "to  but excluding;" and the word "through" means  "to
     and including."

          (c)   Section  headings herein and in  the  other  Loan
     Documents are included for convenience of reference only and
     shall not affect the interpretation of this Agreement or any
     other Loan Document.

     1.03 Accounting Matters.  (a)  Generally.  All accounting terms
not  specifically or completely defined herein shall be construed
in  conformity with, and all financial data (including  financial
ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity  with,
GAAP  applied  on a consistent basis, as in effect from  time  to
time,  applied in a manner consistent with that used in preparing
the   Audited   Financial   Statements,   except   as   otherwise
specifically prescribed herein.

     (b) Changes in GAAP. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement  set
forth  in  any  Loan  Document, and either the  Borrower  or  the
Required Lenders shall so request, the Administrative Agent,  the
Lenders  and the Borrower shall negotiate in good faith to  amend
such ratio or requirement to preserve the original intent thereof
in  light of such change in GAAP (subject to the approval of  the
Required  Lenders);  provided that, until so  amended,  (i)  such
ratio  or requirement shall continue to be computed in accordance
with  GAAP  prior  to such change therein and (ii)  the  Borrower
shall  provide  to  the  Administrative  Agent  and  the  Lenders
financial  statements  and other documents  required  under  this
Agreement  or as reasonably requested hereunder setting  forth  a
reconciliation

<PAGE> 22

between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.

     (c)  Accounting for Acquisitions.  With respect to any
Acquisition having a Cost of Acquisition of at least $50,000,000
consummated on or after the Closing Date, for each of the four
fiscal quarter periods ending next following the date of any
Acquisition, (x) Consolidated EBITDA shall include the historical
results of operations of the Person or assets so acquired, and
which amounts may include such adjustments as are permitted under
Regulation S-X of the SEC and reasonably satisfactory to the
Administrative Agent but (y) for purposes of determining
compliance with the provisions of Section 7.12(a), any increase
in Consolidated Net Income resulting solely from such pro forma
treatment of such Acquisition shall be disregarded.
     1.04 Times of Day.  Unless otherwise specified, all references
herein  to  times  of  day shall be references  to  Pacific  time
(daylight or standard, as applicable).

     1.05 Letter of Credit Amounts.  Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be
deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter
of Credit that, by its terms or the terms of any Issuer Document
related thereto, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit
shall be deemed to be the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not
such maximum stated amount is in effect at such time.

                           ARTICLE II.
              THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01 Committed Loans.  Subject to the terms and conditions set
forth  herein, each Lender severally agrees to make  loans  (each
such loan, a "Committed Loan") to the Borrower from time to time,
on  any  Business  Day  during  the Availability  Period,  in  an
aggregate amount not to exceed at any time outstanding the amount
of such Lender's Commitment; provided, however, that after giving
effect  to  any  Committed Borrowing, (i) the Total  Outstandings
shall not exceed the Aggregate Commitments and (ii) the aggregate
Outstanding  Amount of the Committed Loans of  any  Lender,  plus
such Lender's Applicable Percentage of the Outstanding Amount  of
all L/C Obligations, plus such Lender's Applicable Percentage  of
the  Outstanding Amount of all Swing Line Loans shall not  exceed
such  Lender's  Commitment.  Within the limits of  each  Lender's
Commitment, and subject to the other terms and conditions hereof,
the  Borrower  may borrow under this Section 2.01,  prepay  under
Section  2.05,  and reborrow under this Section 2.01.   Committed
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.

     2.02  Borrowings, Conversions and Continuations of Committed
Loans.

     (a)  Each Committed Borrowing, each conversion of  Committed
Loans  from  one  Type  to  the  other,  and each continuation of
Eurodollar  Rate   Loans   shall  be  made  upon  the  Borrower's
irrevocable notice to the  Administrative  Agent,  which  may  be
given  by  telephone.  Each  such  notice must be received by the
Administrative  Agent  not  later  than   10:00   a.m. (i)  three
Business Days prior to the requested date of  any  Borrowing  of,
conversion to or continuation of

<PAGE> 23

Eurodollar Rate Loans  or  of  any  conversion of Eurodollar Rate
Loans to Base Rate Committed Loans, (ii) on  the  requested  date
of  any   Borrowing  of   Base   Rate  Committed Loans; provided,
however, that if the Borrower wishes to request  Eurodollar  Rate
Loans  having  an  Interest Period other  than one, two, three or
six  months  in   duration  as  provided  in  the  definition  of
"Interest Period", the  applicable notice must  be  received   by
the Administrative Agent not later than 10:00 a.m. four  Business
Days prior  to the requested date of such  Borrowing,  conversion
or continuation, whereupon the Administrative  Agent  shall  give
prompt  notice  to  the  Lenders of such  request  and  determine
whether  the requested Interest Period is acceptable  to  all  of
them.   Not later than 10:00 a.m. three Business Days before  the
requested date of such Borrowing, conversion or continuation, the
Administrative Agent shall notify the Borrower (which notice  may
be by telephone) whether or not the requested Interest Period has
been consented to by all the Lenders.  Each telephonic notice  by
the  Borrower pursuant to this Section 2.02(a) must be  confirmed
promptly  by  delivery to the Administrative Agent of  a  written
Committed  Loan Notice, appropriately completed and signed  by  a
Responsible   Officer  of  the  Borrower.   Each  Borrowing   of,
conversion to or continuation of Eurodollar Rate Loans  shall  be
in  a  principal  amount of $5,000,000  or a  whole  multiple  of
$1,000,000  in  excess thereof.  Except as provided  in  Sections
2.03(c) and 2.04(c), each Committed Borrowing of or conversion to
Base  Rate  Committed  Loans shall be in a  principal  amount  of
$500,000 or a whole multiple of $100,000 in excess thereof.  Each
Committed  Loan  Notice  (whether telephonic  or  written)  shall
specify  (i)  whether  the  Borrower is  requesting  a  Committed
Borrowing, a conversion of Committed Loans from one Type  to  the
other,  or  a  continuation of Eurodollar Rate  Loans,  (ii)  the
requested  date of the Borrowing, conversion or continuation,  as
the  case  may  be  (which shall be a Business  Day),  (iii)  the
principal amount of Committed Loans to be borrowed, converted  or
continued, (iv) the Type of Committed Loans to be borrowed or  to
which  existing Committed Loans are to be converted, and  (v)  if
applicable,  the  duration of the Interest  Period  with  respect
thereto.   If  the Borrower fails to specify a Type of  Committed
Loan  in a Committed Loan Notice or if the Borrower fails to give
a timely notice requesting a conversion or continuation, then the
applicable  Committed Loans shall be made as,  or  converted  to,
Base  Rate  Loans.  Any automatic conversion to Base  Rate  Loans
shall be effective as of the last day of the Interest Period then
in  effect with respect to the applicable Eurodollar Rate  Loans.
If  the  Borrower  requests a Borrowing  of,  conversion  to,  or
continuation of Eurodollar Rate Loans in any such Committed  Loan
Notice,  but  fails  to specify an Interest Period,  it  will  be
deemed to have specified an Interest Period of one month.

     (b)  Following  receipt  of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the
amount of its Applicable Percentage of the applicable Committed
Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base
Rate Loans described in the preceding subsection.  In the case of
a Committed Borrowing denominated in Dollars, each Lender shall
make the amount of its Committed Loan available to the
Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 12:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice.
Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Borrower or the other
applicable Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the
Borrower on the books of Bank of America with the amount of such
funds or

<PAGE> 24

(ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower;
provided, however, that if, on the date the Committed Loan Notice
with respect to such Borrowing is given by the Borrower, there
are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be applied to the payment in full of any
such L/C Borrowings, and, second, shall be made available to the
Borrower as provided above.

     (c)  Except as otherwise provided herein, a Eurodollar Rate Loan
may be continued or converted only on the last day of an Interest
Period for such Eurodollar Rate Loan.  During the existence of a
Default, no Loans may be requested as, converted to or continued
as Eurodollar Rate Loans without the consent of the Required
Lenders.

     (d)  The Administrative Agent shall promptly notify the Borrower
and the Lenders of the interest rate applicable to any Interest
Period for Eurodollar Rate Loans upon determination of such
interest rate.  At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America's prime rate used in
determining the Base Rate promptly following the public
announcement of such change.

     (e)  After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and
all continuations of Committed Loans as the same Type, there
shall not be more than ten  Interest Periods in effect with
respect to Committed Loans.

     2.03 Letters of Credit.

     (a)  The Letter of Credit Commitment.

          (i)  Subject to the terms and conditions set forth herein, (A)
     the L/C Issuer agrees, in reliance upon the agreements of the
     Lenders set forth in this Section 2.03,  (1) from time to time on
     any Business Day during the period from the Closing Date until
     the Letter of Credit Expiration Date, to issue Letters of Credit
     for the account of the Borrower or its Subsidiaries, and to amend
     or  extend   Letters of Credit previously issued by  it,  in
     accordance with subsection (b) below, and (2) to honor drawings
     under the Letters of Credit; and (B) the Lenders severally agree
     to participate in Letters of Credit issued for the account of the
     Borrower  or  its Subsidiaries and any drawings  thereunder;
     provided that after giving effect to any L/C Credit Extension
     with respect to any Letter of Credit, (x) the Total Outstandings
     shall not exceed the Aggregate Commitments, (y) the aggregate
     Outstanding Amount of the Committed Loans of any Lender, plus
     such Lender's Applicable Percentage of the Outstanding Amount of
     all L/C Obligations, plus such Lender's Applicable Percentage of
     the Outstanding Amount of all Swing Line Loans shall not exceed
     such Lender's Commitment, and (z) the Outstanding Amount of the
     L/C Obligations shall not exceed the Letter of Credit Sublimit.
     Each request by the Borrower for the issuance or amendment of a
     Letter of Credit shall be deemed to be a representation by the
     Borrower that the L/C Credit Extension so requested complies with
     the  conditions  set forth in the proviso to  the  preceding
     sentence.  Within the foregoing limits, and subject to the terms
     and conditions hereof, the Borrower's ability to obtain Letters
     of Credit shall be fully revolving, and accordingly the Borrower
     may, during the foregoing period, obtain Letters of Credit to
     replace Letters of Credit that have expired or

<PAGE> 25

     that have been drawn upon and reimbursed. All Existing Letters of
     Credit shall be deemed to have been issued pursuant hereto, and
     from and after the Closing Date shall be subject to and governed
     by the terms and conditions hereof.

          (ii) The L/C Issuer shall not issue any Letter of Credit, if:

               (A)  subject to Section 2.03(b)(iii), the expiry date of such
          requested Letter of Credit (other than the Existing Letters of
          Credit or extensions or renewals thereof) would occur more than
          twelve months after the date of issuance or last extension,
          unless the Required Lenders have approved such expiry date; or

               (B)  the expiry date of such requested Letter of Credit would
          occur after the Letter of Credit Expiration Date, unless all the
          Lenders have approved such expiry date.

          (iii)     The L/C Issuer shall not be under any obligation to
          issue any Letter of Credit if:

               (A)  any order, judgment or decree of any Governmental Authority
          or arbitrator shall by its terms purport to enjoin or restrain
          the L/C Issuer from issuing such Letter of Credit, or any Law
          applicable to the L/C Issuer or any request or directive (whether
          or not having the force of law) from any Governmental Authority
          with jurisdiction over the L/C Issuer shall prohibit, or request
          that the L/C Issuer refrain from, the issuance of letters of
          credit generally or such Letter of Credit in particular or shall
          impose upon the L/C Issuer with respect to such Letter of Credit
          any restriction, reserve or capital requirement (for which the
          L/C Issuer is not otherwise compensated hereunder) not in effect
          on the Closing Date, or shall impose upon the L/C Issuer any
          unreimbursed loss, cost or expense which was not applicable on
          the Closing Date and which the L/C Issuer in good faith deems
          material to it;

               (B)  the issuance of such Letter of Credit would violate one or
          more policies of the L/C Issuer;

               (C)  except as otherwise agreed by the Administrative Agent and
          the L/C Issuer, such Letter of Credit is in an initial stated
          amount less than $100,000, in the case of a commercial Letter of
          Credit, or $50,000, in the case of a standby Letter of Credit;

               (D)  such Letter of Credit is to be denominated in a currency
          other than Dollars;

               (E)  such Letter of Credit (other than the Existing Letters of
          Credit or extensions or renewals thereof) contains any provisions
          for automatic reinstatement of the stated amount after any
          drawing thereunder; or

               (F)  a default of any Lender's obligations to fund under Section
          2.03(c) exists or any Lender is at such time a Defaulting Lender
          hereunder, unless the L/C

<PAGE> 26

          Issuer has entered into satisfactory
          arrangements with the Borrower or such Lender to eliminate the
          L/C Issuer's risk with respect to such Lender.

          (iv) The L/C Issuer shall not amend any Letter of Credit,
     excluding, except with respect to the requirement under Section
     2.03(ii)(B) that the expiry date of such Letter of Credit not
     occur after the Letter of Credit Expiration Date, all Existing
     Letters of Credit, if the L/C Issuer would not be permitted at
     such time to issue such Letter of Credit in its amended form
     under the terms hereof.

          (v)  The L/C Issuer shall be under no obligation to amend any
     Letter of Credit if (A) the L/C Issuer would have no obligation
     at such time to issue such Letter of Credit in its amended form
     under the terms hereof, or (B) the beneficiary of such Letter of
     Credit does not accept the proposed amendment to such Letter of
     Credit.

          (vi) The L/C Issuer shall act on behalf of the Lenders with
     respect to any Letters of Credit issued by it and the documents
     associated therewith, and the L/C Issuer shall have all of the
     benefits and immunities (A) provided to the Administrative Agent
     in Article IX with respect to any acts taken or omissions
     suffered by the L/C Issuer in connection with Letters of Credit
     issued by it or proposed to be issued by it and Issuer Documents
     pertaining to such Letters of Credit as fully as if the term
     "Administrative Agent" as used in Article IX included the L/C
     Issuer with respect to such acts or omissions, and (B) as
     additionally provided herein with respect to the L/C Issuer.

     (b)  Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

          (i)  Each Letter of Credit shall be issued or amended, as the
     case may be, upon the request of the Borrower delivered to the
     L/C Issuer (with a copy to the Administrative Agent) in the form
     of a Letter of Credit Application, appropriately completed and
     signed by a Responsible Officer of the Borrower.  Such Letter of
     Credit Application must be received by the L/C Issuer and the
     Administrative Agent not later than 10:00 a.m. at least  two
     Business Days (or such other date and time as the Administrative
     Agent and the L/C Issuer may agree in a particular instance in
     their sole discretion) prior to the proposed issuance date or
     date of amendment, as the case may be.  In the case of a request
     for an initial issuance of a Letter of Credit, such Letter of
     Credit Application shall specify in form and detail satisfactory
     to  the  L/C Issuer: (A) the proposed issuance date  of  the
     requested Letter of Credit (which shall be a Business Day); (B)
     the amount thereof; (C) the expiry date thereof; (D) the name and
     address of the beneficiary thereof; (E) the documents to  be
     presented by such beneficiary in case of any drawing thereunder;
     (F) the full text of any certificate to be presented by such
     beneficiary in case of any drawing thereunder; and (G) such other
     matters as the L/C Issuer may require.  In the case of a request
     for an amendment of any outstanding Letter of Credit, such Letter
     of  Credit  Application shall specify  in  form  and  detail
     satisfactory to the L/C Issuer (A) the Letter of Credit to be
     amended; (B) the proposed date of amendment thereof (which shall
     be a Business Day); (C) the nature of the proposed amendment; and
     (D)  such  other  matters  as the L/C  Issuer  may  require.
     Additionally, the Borrower shall furnish to the L/C Issuer and
     the Administrative Agent such other documents and information
     pertaining  to such

<PAGE> 27

     requested Letter of Credit  issuance  or amendment, including any
     Issuer Documents, as the L/C Issuer or the Administrative Agent
     may require.

          (ii) Promptly after receipt of any Letter of Credit Application,
     the L/C Issuer will confirm with the Administrative Agent (by
     telephone or in writing) that the Administrative Agent has
     received a copy of such Letter of Credit Application from the
     Borrower and, if not, the L/C Issuer will provide the
     Administrative Agent with a copy thereof.  Unless the L/C Issuer
     has received written notice from any Lender, the Administrative
     Agent or the Borrower, at least one Business Day prior to the
     requested date of issuance or amendment of the applicable Letter
     of Credit, that one or more applicable conditions contained in
     Article IV shall not then be satisfied, then, subject to the
     terms and conditions hereof, the L/C Issuer shall, on the
     requested date, issue a Letter of Credit for the account of the
     Borrower (or the applicable Subsidiary) or enter into the
     applicable amendment, as the case may be, in each case in
     accordance with the L/C Issuer's usual and customary business
     practices.  Immediately upon the issuance of each Letter of
     Credit, each Lender shall be deemed to, and hereby irrevocably
     and unconditionally agrees to, purchase from the L/C Issuer a
     risk participation in such Letter of Credit in an amount equal to
     the product of such Lender's Applicable Percentage times the
     amount of such Letter of Credit.

          (iii) If the Borrower so requests in any applicable Letter of
     Credit Application, the L/C Issuer may, in its sole and absolute
     discretion, agree to issue a Letter of Credit that has automatic
     extension provisions (each, an "Auto-Extension Letter of
     Credit"); provided that any such Auto-Extension Letter of Credit
     must permit the L/C Issuer to prevent any such extension at least
     once in each twelve-month period (commencing with the date of
     issuance of such Letter of Credit) by giving prior notice to the
     beneficiary thereof not later than a day (the "Non-Extension
     Notice Date") in each such twelve-month period to be agreed upon
     at the time such Letter of Credit is issued.  Unless otherwise
     directed by the L/C Issuer, the Borrower shall not be required to
     make a specific request to the L/C Issuer for any such extension.
     Once an Auto-Extension Letter of Credit has been issued, the
     Lenders shall be deemed to have authorized (but may not require)
     the L/C Issuer to permit the extension of such Letter of Credit
     at any time to an expiry date not later than the Letter of Credit
     Expiration Date; provided, however, that the L/C Issuer shall not
     permit any such extension if (A) the L/C Issuer has determined
     that it would not be permitted, or would have no obligation, at
     such time to issue such Letter of Credit in its revised form (as
     extended) under the terms hereof (by reason of the provisions of
     clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it
     has received notice (which may be by telephone or in writing) on
     or before the day that is five Business Days before the Non-
     Extension Notice Date (1) from the Administrative Agent that the
     Required Lenders have elected not to permit such extension or (2)
     from the Administrative Agent, any Lender or the Borrower that
     one or more of the applicable conditions specified in Section
     4.02 is not then satisfied, and in each such case directing the
     L/C Issuer not to permit such extension.

          (iv) Promptly after its delivery of any Letter of Credit or any
     amendment to a Letter of Credit to an advising bank with respect
     thereto or to the beneficiary thereof, the

<PAGE> 28

     L/C Issuer will also deliver to the Borrower and the Administrative
     Agent a true and complete copy of such Letter of Credit or amendment.

     (c)  Drawings and Reimbursements; Funding of Participations.

          (i)  Upon receipt from the beneficiary of any Letter of Credit of
     any notice of a drawing under such Letter of Credit, the L/C
     Issuer shall notify the Borrower and the Administrative Agent
     thereof.  Not later than 10:00 a.m. on the date of any payment by
     the L/C Issuer under a Letter of Credit (each such date,  an
     "Honor  Date"), the Borrower shall reimburse the L/C  Issuer
     through the Administrative Agent in an amount equal to the amount
     of such drawing.  If the Borrower fails to so reimburse the L/C
     Issuer by such time, the Administrative Agent shall promptly
     notify  each  Lender of the Honor Date, the  amount  of  the
     unreimbursed drawing (the "Unreimbursed Amount"), and the amount
     of such Lender's Applicable Percentage thereof.  In such event,
     the  Borrower shall be deemed to have requested a  Committed
     Borrowing of Base Rate Loans to be disbursed on the Honor Date in
     an amount equal to the Unreimbursed Amount, without regard to the
     minimum and multiples specified in Section 2.02 for the principal
     amount of Base Rate Loans, but subject to the amount of  the
     unutilized  portion  of the Aggregate  Commitments  and  the
     conditions set forth in Section 4.02 (other than the delivery of
     a Committed Loan Notice).  Any notice given by the L/C Issuer or
     the Administrative Agent pursuant to this Section 2.03(c)(i) may
     be  given  by telephone if immediately confirmed in writing;
     provided that the lack of such an immediate confirmation shall
     not affect the conclusiveness or binding effect of such notice.

          (ii) Each Lender shall upon any notice pursuant to Section
     2.03(c)(i) make funds available to the Administrative Agent for
     the account of the L/C Issuer, in Dollars, at the Administrative
     Agent's Office in an amount equal to its Applicable Percentage of
     the Unreimbursed Amount not later than 12:00 p.m. on the Business
     Day specified in such notice by the Administrative Agent,
     whereupon, subject to the provisions of Section 2.03(c)(iii),
     each Lender that so makes funds available shall be deemed to have
     made a Base Rate Committed Loan to the Borrower in such amount.
     The Administrative Agent shall remit the funds so received to the
     L/C Issuer.

          (iii) With respect to any Unreimbursed Amount that is not
     fully refinanced by a Committed Borrowing of Base Rate Loans
     because the conditions set forth in Section 4.02 cannot be
     satisfied or for any other reason, the Borrower shall be deemed
     to have incurred from the L/C Issuer an L/C Borrowing in the
     amount of the Unreimbursed Amount that is not so refinanced,
     which L/C Borrowing shall be due and payable on demand (together
     with interest) and shall bear interest at the Default Rate.  In
     such event, each Lender's payment to the Administrative Agent for
     the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
     shall be deemed payment in respect of its participation in such
     L/C Borrowing and shall constitute an L/C Advance from such
     Lender in satisfaction of its participation obligation under this
     Section 2.03.

          (iv) Until each Lender funds its Committed Loan or L/C Advance
     pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
     any amount drawn under any Letter

<PAGE> 29

     of Credit, interest in respect of such Lender's Applicable Percentage
     of such amount shall be solely for the account of the L/C Issuer.

          (v) Each Lender's obligation to make Committed Loans or L/C
     Advances to reimburse the L/C Issuer for amounts drawn under
     Letters of Credit, as contemplated by this Section 2.03(c), shall
     be absolute and unconditional and shall not be affected by any
     circumstance, including (A) any setoff, counterclaim, recoupment,
     defense or other right which such Lender may have against the L/C
     Issuer, the Borrower, any Subsidiary or any other Person for any
     reason whatsoever; (B) the occurrence or continuance of a
     Default, or (C) any other occurrence, event or condition, whether
     or not similar to any of the foregoing; provided, however, that
     each Lender's obligation to make Committed Loans pursuant to this
     Section 2.03(c) is subject to the conditions set forth in Section
     4.02 (other than delivery by the Borrower of a Committed Loan
     Notice).  No such making of an L/C Advance shall relieve or
     otherwise impair the obligation of the Borrower to reimburse the
     L/C Issuer for the amount of any payment made by the L/C Issuer
     under any Letter of Credit, together with interest as provided
     herein.

          (vi) If any Lender fails to make available to the Administrative
     Agent for the account of the L/C Issuer any amount required to be
     paid by such Lender pursuant to the foregoing provisions of this
     Section 2.03(c) by the time specified in Section 2.03(c)(ii), the
     L/C Issuer shall be entitled to recover from such Lender (acting
     through the Administrative Agent), on demand, such amount with
     interest thereon for the period from the date such payment is
     required to the date on which such payment is immediately
     available to the L/C Issuer at a rate per annum equal to the
     greater of the Federal Funds Rate and a rate determined by the
     L/C Issuer in accordance with banking industry rules or interbank
     compensation.  A certificate of the L/C Issuer submitted to any
     Lender (through the Administrative Agent) with respect to any
     amounts owing under this clause (vi) shall be conclusive absent
     manifest error.

     (d)  Repayment of Participations.

          (i)  At any time after the L/C Issuer has made a payment under
     any  Letter of Credit and has received from any Lender  such
     Lender's L/C Advance in respect of such payment in accordance
     with Section 2.03(c), if the Administrative Agent receives for
     the  account of the L/C Issuer any payment in respect of the
     related Unreimbursed Amount or interest thereon (whether directly
     from  the Borrower or otherwise, including proceeds of  Cash
     Collateral applied thereto by the Administrative Agent), the
     Administrative  Agent will distribute  to  such  Lender  its
     Applicable Percentage thereof (appropriately adjusted, in the
     case of interest payments, to reflect the period of time during
     which such Lender's L/C Advance was outstanding) and in the same
     funds as those received by the Administrative Agent.

          (ii) If any payment received by the Administrative Agent for the
     account of the L/C Issuer pursuant to Section 2.03(c)(i) is
     required to be returned under any of the circumstances described
     in Section 10.05 (including pursuant to any settlement entered
     into by the L/C Issuer in its discretion), each Lender shall pay
     to the Administrative Agent for the account of the L/C Issuer its
     Applicable Percentage thereof on demand of

<PAGE> 30

     the Administrative Agent, plus interest thereon from the date of such
     demand to the date such amount is returned by such Lender, at a rate
     per annum equal to the Federal Funds Rate from time to time in effect.
     The obligations of the Lenders under this clause shall survive the
     payment in full of the Obligations and the termination of this Agreement.

     (e)  Obligations Absolute.  The obligation of the Borrower to
reimburse  the L/C Issuer for each drawing under each  Letter  of
Credit  and  to  repay  each  L/C Borrowing  shall  be  absolute,
unconditional  and  irrevocable, and shall be  paid  strictly  in
accordance   with   the  terms  of  this  Agreement   under   all
circumstances, including the following:

          (i)  any lack of validity or enforceability of such Letter of
     Credit, this Agreement, or any other Loan Document;

          (ii) the existence of any claim, counterclaim, setoff, defense or
     other right that the Borrower or any Subsidiary may have at any
     time against any beneficiary or any transferee of such Letter of
     Credit (or any Person for whom any such beneficiary or any such
     transferee may be acting), the L/C Issuer or any other Person,
     whether in connection with this Agreement, the transactions
     contemplated hereby or by such Letter of Credit or any agreement
     or instrument relating thereto, or any unrelated transaction;

          (iii) any draft, demand, certificate or other document
     presented under such Letter of Credit proving to be forged,
     fraudulent, invalid or insufficient in any respect or any
     statement therein being untrue or inaccurate in any respect; or
     any loss or delay in the transmission or otherwise of any
     document required in order to make a drawing under such Letter of
     Credit;

          (iv) any payment by the L/C Issuer under such Letter of Credit
     against presentation of a draft or certificate that does not
     strictly comply with the terms of such Letter of Credit; or any
     payment made by the L/C Issuer under such Letter of Credit to any
     Person purporting to be a trustee in bankruptcy, debtor-in-
     possession, assignee for the benefit of creditors, liquidator,
     receiver or other representative of or successor to any
     beneficiary or any transferee of such Letter of Credit, including
     any arising in connection with any proceeding under any Debtor
     Relief Law;

          (v)  any other circumstance or happening whatsoever, whether or
     not similar to any of the foregoing, including any other
     circumstance that might otherwise constitute a defense available
     to, or a discharge of, the Borrower or any Subsidiary.

     The Borrower shall promptly examine a copy of each Letter of
Credit and each amendment thereto that is delivered to it and, in
the  event  of  any  claim of noncompliance with  the  Borrower's
instructions or other irregularity, the Borrower will immediately
notify the L/C Issuer.  The Borrower shall be conclusively deemed
to  have  waived  any such claim against the L/C Issuer  and  its
correspondents unless such notice is given as aforesaid.

     (f)  Role of L/C Issuer.  Each Lender and the Borrower agree
that,  in  paying any drawing under a Letter of Credit,  the  L/C
Issuer  shall not have any responsibility to obtain any  document
(other than any sight draft, certificates and documents expressly
required  by the Letter of Credit) or to ascertain or inquire  as
to the validity or accuracy of any such document or the

<PAGE> 31

authority  of  the  Person  executing  or  delivering   any  such
document.  None of the L/C Issuer, the Administrative Agent,  any
of  their  respective  Related  Parties  nor  any  correspondent,
participant or assignee of the  L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith
at the request  or  with the  approval  of  the  Lenders  or  the
Required Lenders, as applicable; (ii) any action taken or omitted
in the  absence  of gross negligence  or  willful  misconduct; or
(iii)   the    due   execution,   effectiveness,   validity    or
enforceability  of  any document  or  instrument  related  to any
Letter of Credit or Issuer Document.  The Borrower hereby assumes
all  risks  of  the   acts  or omissions  of any  beneficiary  or
transferee with respect  to  its use  of any  Letter  of  Credit;
provided,  however,  that  this assumption  is  not  intended to,
and  shall  not,  preclude  the Borrower's  pursuing  such rights
and  remedies  as  it   may   have  against  the  beneficiary  or
transferee at law or under any  other agreement.  None of the L/C
Issuer, the Administrative Agent, any of their respective Related
Parties  nor  any  correspondent, participant or  assignee of the
L/C  Issuer  shall  be  liable  or  responsible  for  any  of the
matters described in clauses (i) through (iv) of Section 2.03(e);
provided, however, that anything in such clauses to the  contrary
notwithstanding, the Borrower may have  a  claim  against the L/C
Issuer, and the L/C Issuer may  be liable to the Borrower, to the
extent, but only to the extent, of any  direct,  as   opposed  to
consequential  or  exemplary,  damages  suffered  by the Borrower
which the Borrower proves were caused by the L/C Issuer's willful
misconduct  or  gross  negligence  or  the  L/C  Issuer's willful
failure to pay under any Letter of Credit after  the presentation
to it  by  the beneficiary of  a  sight draft and  certificate(s)
strictly  complying  with  the  terms  and conditions of a Letter
of Credit. In furtherance and not in limitation of the foregoing,
the L/C Issuer may accept documents that appear on their  face to
be in order, without responsibility for  further   investigation,
regardless  of  any   notice   or information  to   the contrary,
and the L/C Issuer  shall  not  be responsible  for the  validity
or sufficiency of  any  instrument transferring  or  assigning or
purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof,  in whole or in part,
which may prove to be  invalid  or ineffective  for  any  reason.

     (g)  Cash Collateral.  (i) Upon the request of the Administrative
Agent, (A) if the L/C Issuer has honored any full or partial
drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (B) if, as of the Letter of
Credit Expiration Date, any L/C Obligation for any reason remains
outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations.
          (ii) Sections 2.05 and 8.02(c) set forth certain additional
     requirements to deliver Cash Collateral hereunder.  For purposes
     of this Section 2.03, Section 2.05 and Section 8.02(c), "Cash
     Collateralize" means to pledge and deposit with or deliver to the
     Administrative Agent, for the benefit of the L/C Issuer and the
     Lenders, as collateral for the L/C Obligations, cash or deposit
     account balances pursuant to documentation in form and substance
     satisfactory to the Administrative Agent and the L/C  Issuer
     (which  documents are hereby consented to by  the  Lenders).
     Derivatives  of such term have corresponding meanings.   The
     Borrower hereby grants to the Administrative Agent, for  the
     benefit of the L/C Issuer and the Lenders, a security interest in
     all such cash, deposit accounts and all balances therein and all
     proceeds of the foregoing.  Cash Collateral shall be maintained
     in blocked, non-interest bearing deposit accounts at Bank of
     America.

     (h)  Applicability of ISP and UCP.  Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit
is issued (including any such agreement

<PAGE> 32

applicable to an Existing Letter  of Credit), (i) the rules of the
ISP shall apply to  each standby  Letter  of  Credit, and (ii) the
rules  of  the  Uniform Customs  and  Practice for Documentary Credits,
as most  recently published by the International Chamber of Commerce at
the time of issuance shall apply to each commercial Letter of Credit.

     (i)  Letter of Credit Fees.  The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance
with its Applicable Percentage, a Letter of Credit fee (the
"Letter of Credit Fee") for each Letter of Credit equal to the
Applicable Rate times the daily amount available to be drawn
under such Letter of Credit.  For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance
with Section 1.05.  Letter of Credit Fees shall be (i) computed
on a quarterly basis in arrears and (ii) due and payable on the
first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand.  If there is any change
in the Applicable Rate during any quarter, the daily amount
available to be drawn under each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in
effect.  Notwithstanding anything to the contrary contained
herein, upon the request of the Required Lenders, while any Event
of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate.

     (j)  Fronting Fee and Documentary and Processing Charges Payable
to L/C Issuer.  The Borrower shall pay directly to the L/C Issuer
for its own account, in Dollars, a fronting fee (i) with respect
to each commercial Letter of Credit, at the rate equal to 0.125%
of the amount of such Letter of Credit, and payable upon the
issuance thereof, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter
of Credit, at a rate separately agreed between the Borrower and
the L/C Issuer, computed on the amount of such increase, and
payable upon the effectiveness of such amendment, and (iii) with
respect to each standby Letter of Credit, at the rate per annum
equal to 0.125%, computed on the daily amount available to be
drawn under such Letter of Credit on a quarterly basis in
arrears, and due and payable on the first Business Day after the
end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  For purposes of computing the daily amount available to
be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.05.  In
addition, the Borrower shall pay directly to the L/C Issuer for
its own account, the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges,
of the L/C Issuer relating to letters of credit as from time to
time in effect.  Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.

     (k)  Conflict with Issuer Documents.  In the event of any
conflict between the terms hereof and the terms of any Issuer
Document, the terms hereof shall control.

     (l)  Letters of Credit Issued for Subsidiaries.  Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a
Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of

<PAGE> 33

Letters of Credit for the account of Subsidiaries inures to the
benefit of the Borrower, and that the Borrower's business derives
substantial benefits from the businesses of such Subsidiaries.

     (m)  Reporting of Letter of Credit Information.  On (i) the last
Business Day of each calendar month, and (ii) each date that an
L/C Credit Extension occurs with respect to any Letter of Credit,
the L/C Issuer shall deliver to the Administrative Agent a report
in the form of Exhibit G hereto, appropriately completed with the
information for every Letter of Credit issued by the L/C Issuer
that is outstanding hereunder.

     2.04 Swing Line Loans.

     (a)  The Swing Line.  Subject to the terms and conditions set
forth herein, the Swing Line Lender agrees, in reliance upon  the
agreements  of the other Lenders set forth in this Section  2.04,
to  make  loans  (each such loan, a "Swing  Line  Loan")  to  the
Borrower  from  time  to  time on any  Business  Day  during  the
Availability Period in an aggregate amount not to exceed  at  any
time   outstanding  the  amount  of  the  Swing  Line   Sublimit,
notwithstanding  the  fact  that  such  Swing  Line  Loans,  when
aggregated  with  the Applicable Percentage  of  the  Outstanding
Amount  of  Committed  Loans and L/C Obligations  of  the  Lender
acting  as  Swing  Line Lender, may exceed  the  amount  of  such
Lender's Commitment; provided, however, that after giving  effect
to  any  Swing  Line Loan, (i) the Total Outstandings  shall  not
exceed   the  Aggregate  Commitments,  and  (ii)  the   aggregate
Outstanding  Amount of the Committed Loans of  any  Lender,  plus
such Lender's Applicable Percentage of the Outstanding Amount  of
all L/C Obligations, plus such Lender's Applicable Percentage  of
the  Outstanding Amount of all Swing Line Loans shall not  exceed
such  Lender's  Commitment,  and  provided,  further,  that   the
Borrower  shall not use the proceeds of any Swing  Line  Loan  to
refinance  any outstanding Swing Line Loan.  Within the foregoing
limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04.  Each Swing Line Loan
shall  be  a  Base Rate Loan.  Immediately upon the making  of  a
Swing  Line  Loan,  each Lender shall be deemed  to,  and  hereby
irrevocably  and  unconditionally agrees to,  purchase  from  the
Swing Line Lender a risk participation in such Swing Line Loan in
an  amount  equal  to  the  product of such  Lender's  Applicable
Percentage times the amount of such Swing Line Loan.

     (b)  Borrowing Procedures.  Each Swing Line Borrowing shall be
made upon the Borrower's irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 10:00 a.m. on
the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $100,000, and (ii) the
requested borrowing date, which shall be a Business Day.  Each
such telephonic notice must be confirmed promptly by delivery to
the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower.  Promptly after receipt by
the Swing Line Lender of any telephonic Swing Line Loan Notice,
the Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has
also received such Swing Line Loan Notice and, if not, the Swing
Line Lender will notify the Administrative Agent (by telephone or
in writing) of the contents thereof.  Unless the Swing Line
Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender)
prior to 11:00

<PAGE> 34

a.m.   on   the   date   of   the   proposed   Swing   Line
Borrowing (A) directing the Swing Line Lender not to make such
Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one
or more of the applicable conditions specified in Article IV is
not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 12:00 noon on
the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower
either (i) at its office by crediting the account of the Borrower
on the books of the Swing Line Lender in immediately available
funds, or (ii) by wire transfer to any third party for which the
Borrower has provided wiring instructions to the Swing Line
Lender not less than two Business Days prior to the related
borrowing date.

     (c)  Refinancing of Swing Line Loans.

          (i)  The Swing Line Lender at any time in its sole and absolute
     discretion may request, on behalf of the Borrower (which hereby
     irrevocably authorizes the Swing Line Lender to so request on its
     behalf), that each Lender make a Base Rate Committed Loan in an
     amount equal to such Lender's Applicable Percentage of the amount
     of Swing Line Loans then outstanding.  Such request shall be made
     in  writing (which written request shall be deemed to  be  a
     Committed Loan Notice for purposes hereof) and in accordance with
     the requirements of Section 2.02, without regard to the minimum
     and multiples specified therein for the principal amount of Base
     Rate  Loans,  but subject to the unutilized portion  of  the
     Aggregate Commitments and the conditions set forth in Section
     4.02.  The Swing Line Lender shall furnish the Borrower with a
     copy  of the applicable Committed Loan Notice promptly after
     delivering such notice to the Administrative Agent.  Each Lender
     shall make an amount equal to its Applicable Percentage of the
     amount specified in such Committed Loan Notice available to the
     Administrative Agent in immediately available funds for  the
     account of the Swing Line Lender at the Administrative Agent's
     Office not later than 10:00 a.m. on the day specified in such
     Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
     each Lender that so makes funds available shall be deemed to have
     made a Base Rate Committed Loan to the Borrower in such amount.
     The Administrative Agent shall remit the funds so received to the
     Swing Line Lender.

          (ii) If for any reason any Swing Line Loan cannot be refinanced
     by such a Committed Borrowing in accordance with Section
     2.04(c)(i), the request for Base Rate Committed Loans submitted
     by the Swing Line Lender as set forth herein shall be deemed to
     be a request by the Swing Line Lender that each of the Lenders
     fund its risk participation in the relevant Swing Line Loan and
     each Lender's payment to the Administrative Agent for the account
     of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be
     deemed payment in respect of such participation.

          (iii)     If any Lender fails to make available to the
     Administrative Agent for the account of the Swing Line Lender any
     amount required to be paid by such Lender pursuant to the
     foregoing provisions of this Section 2.04(c) by the time
     specified in Section 2.04(c)(i), the Swing Line Lender shall be
     entitled to recover from such Lender (acting through the
     Administrative Agent), on demand, such amount with interest
     thereon for the period from the date such payment is required to
     the date on which such payment

<PAGE> 35

     is immediately available to the Swing Line Lender at a rate per
     annum equal to the greater of the Federal Funds Rate and a rate
     determined by the Swing Line Lender in accordance with banking rules
     on interbank compensation.  A certificate of the Swing Line Lender
     submitted to any Lender (through the Administrative Agent) with respect
     to any amounts owing under this clause (iii) shall be conclusive absent
     manifest error.

          (iv) Each Lender's obligation to make Committed Loans or to
     purchase and fund risk participations in Swing Line Loans
     pursuant to this Section 2.04(c) shall be absolute and
     unconditional and shall not be affected by any circumstance,
     including (A) any setoff, counterclaim, recoupment, defense or
     other right which such Lender may have against the Swing Line
     Lender, the Borrower or any other Person for any reason
     whatsoever, (B) the occurrence or continuance of a Default, or
     (C) any other occurrence, event or condition, whether or not
     similar to any of the foregoing; provided, however, that each
     Lender's obligation to make Committed Loans pursuant to this
     Section 2.04(c) is subject to the conditions set forth in Section
     4.02.  No such funding of risk participations shall relieve or
     otherwise impair the obligation of the Borrower to repay Swing
     Line Loans, together with interest as provided herein.

     (d)  Repayment of Participations.

          (i)  At any time after any Lender has purchased and funded a risk
     participation in a Swing Line Loan, if the Swing Line Lender
     receives any payment on account of such Swing Line Loan, the
     Swing Line Lender will distribute to such Lender its Applicable
     Percentage of such payment (appropriately adjusted, in the case
     of interest payments, to reflect the period of time during which
     such Lender's risk participation was funded) in the same funds as
     those received by the Swing Line Lender.

          (ii) If any payment received by the Swing Line Lender in respect
     of principal or interest on any Swing Line Loan is required to be
     returned by the Swing Line Lender under any of the circumstances
     described in Section 10.05 (including pursuant to any settlement
     entered into by the Swing Line Lender in its discretion), each
     Lender shall pay to the Swing Line Lender its Applicable
     Percentage thereof on demand of the Administrative Agent, plus
     interest thereon from the date of such demand to the date such
     amount is returned, at a rate per annum equal to the Federal
     Funds Rate.  The Administrative Agent will make such demand upon
     the request of the Swing Line Lender.  The obligations of the
     Lenders under this clause shall survive the payment in full of
     the Obligations and the termination of this Agreement.

     (e)  Interest for Account of Swing Line Lender.  The Swing Line
Lender  shall  be  responsible for  invoicing  the  Borrower  for
interest  on the Swing Line Loans.  Until each Lender  funds  its
Base  Rate Committed Loan or risk participation pursuant to  this
Section 2.04 to refinance such Lender's Applicable Percentage  of
any  Swing  Line  Loan, interest in respect  of  such  Applicable
Percentage  shall  be solely for the account of  the  Swing  Line
Lender.

     (f)  Payments Directly to Swing Line Lender.  The Borrower shall
make all payments of principal and interest in respect of the
Swing Line Loans directly to the Swing Line Lender.

<PAGE> 36

     2.05 Prepayments.  (a) The Borrower may, upon notice from the
Borrower to the Administrative Agent, at any time or from time to
time  voluntarily  prepay Committed Loans in  whole  or  in  part
without premium or penalty; provided that (i) such notice must be
received  by the Administrative Agent not later than  10:00  a.m.
(A)  three  Business  Days prior to any  date  of  prepayment  of
Eurodollar Rate Loans, and (B) on the date of prepayment of  Base
Rate  Committed  Loans; (ii) any prepayment  of  Eurodollar  Rate
Loans  denominated in Dollars shall be in a principal  amount  of
$5,000,000  or a whole multiple of $1,000,000 in excess  thereof;
and (iii) any prepayment of Base Rate Committed Loans shall be in
a principal amount of $500,000 or a whole multiple of $100,000 in
excess  thereof  or, in each case, if less, the entire  principal
amount  thereof then outstanding.  Each such notice shall specify
the  date  and  amount  of such prepayment  and  the  Type(s)  of
Committed Loans to be prepaid and, if Eurodollar Loans are to  be
prepaid,   the   Interest   Period(s)   of   such   Loans.    The
Administrative  Agent will promptly notify  each  Lender  of  its
receipt  of each such notice, and of the amount of such  Lender's
Applicable  Percentage of such prepayment.   If  such  notice  is
given  by  the Borrower, the applicable Borrower shall make  such
prepayment and the payment amount specified in such notice  shall
be due and payable on the date specified therein.  Any prepayment
of  a  Eurodollar Rate Loan shall be accompanied by  all  accrued
interest  on  the  amount prepaid, together with  any  additional
amounts  required pursuant to Section 3.05.  Each such prepayment
shall  be  applied  to  the Committed Loans  of  the  Lenders  in
accordance with their respective Applicable Percentages.

     (b)  The Borrower may, upon notice to the Swing Line Lender (with
a  copy to the Administrative Agent), at any time or from time to
time,  voluntarily prepay Swing Line Loans in whole  or  in  part
without premium or penalty; provided that (i) such notice must be
received  by  the Swing Line Lender and the Administrative  Agent
not later than 10:00 a.m. on the date of the prepayment, and (ii)
any  such  prepayment shall be in a minimum principal  amount  of
$100,000.  Each such notice shall specify the date and amount  of
such  prepayment.  If such notice is given by the  Borrower,  the
Borrower  shall  make  such prepayment  and  the  payment  amount
specified  in such notice shall be due and payable  on  the  date
specified therein.

     (c)  If the Administrative Agent notifies the Borrower at any
time that the Total Outstandings at such time exceed the
Aggregate Commitments then in effect, then, within two Business
Days after receipt of such notice, the Borrower shall prepay
Loans and/or the Borrower shall Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess;
provided, however, that the Borrower shall not be required to
Cash Collateralize the L/C Obligations pursuant to this Section
2.05(c) unless after the prepayment in full of the Loans the
Total Outstandings exceed the Aggregate Commitments then in
effect.

     2.06 Termination or Reduction of Commitments.  The Borrower may,
upon  notice to the Administrative Agent, terminate the Aggregate
Commitments,  or  from  time  to  time  permanently  reduce   the
Aggregate Commitments; provided that (i) any such notice shall be
received  by the Administrative Agent not later than  10:00  a.m.
five Business Days prior to the date of termination or reduction,
(ii)  any such partial reduction shall be in an aggregate  amount
of  $10,000,000  or  any whole multiple of $1,000,000  in  excess
thereof,  (iii) the Borrower shall not terminate  or  reduce  the
Aggregate Commitments if, after giving effect thereto and to  any
concurrent  prepayments hereunder, the Total  Outstandings  would
exceed  the  Aggregate  Commitments, and (iv)  if,  after  giving
effect  to any reduction of the Aggregate Commitments, the Letter
of  Credit Sublimit or the Swing Line Sublimit exceeds the amount
of   the   Aggregate

<PAGE> 37

Commitments,  such   Sublimit   shall   be automatically  reduced
by  the  amount  of  such  excess.  The Administrative Agent will
promptly notify the Lenders of any such notice  of termination or
reduction  of the  Aggregate Commitments. Any  reduction  of  the
Aggregate Commitments shall be applied to the Commitment of  each
Lender according to its Applicable Percentage.   All fees accrued
until the effective  date  of  any termination  of the  Aggregate
Commitments   shall  be  paid  on  the  effective  date  of  such
termination.

     2.07 Repayment of Loans.  (a) The Borrower shall repay to the
Lenders on the Maturity Date the aggregate principal amount of
Committed Loans made to the Borrower outstanding on such date.

     (b)  The Borrower shall repay each Swing Line Loan on the earlier
to  occur  of (i) the date ten Business Days after such  Loan  is
made and (ii) the Maturity Date.

     2.08 Interest.  (a) Subject to the provisions of subsection (b)
below,  (i) each Eurodollar Rate Loan shall bear interest on  the
outstanding principal amount thereof for each Interest Period  at
a  rate  per annum equal to the Eurodollar Rate for such Interest
Period  plus  the Applicable Rate; (ii) each Base Rate  Committed
Loan  shall  bear  interest on the outstanding  principal  amount
thereof  from the applicable borrowing date at a rate  per  annum
equal  to the Base Rate plus the Applicable Rate; and (iii)  each
Swing  Line Loan shall bear interest on the outstanding principal
amount  thereof from the applicable borrowing date at a rate  per
annum equal to the Base Rate plus the Applicable Rate.

     (b)  (i)  If any amount of principal of any Loan is not paid
     when  due  (without regard to any applicable grace periods),
     whether  at  stated maturity, by acceleration or  otherwise,
     such  amount shall thereafter bear interest at a fluctuating
     interest  rate per annum at all times equal to  the  Default
     Rate to the fullest extent permitted by applicable Laws.

          (ii) If any amount (other than principal of any Loan) payable by
     the  Borrower under any Loan Document is not paid  when  due
     (without regard to any applicable grace periods), whether at
     stated maturity, by acceleration or otherwise, then upon the
     request of the Required Lenders, such amount shall thereafter
     bear interest at a fluctuating interest rate per annum at all
     times equal to the Default Rate to the fullest extent permitted
     by applicable Laws.

          (iii) Upon the request of the Required Lenders, while any
     Event of Default exists, the Borrower shall pay interest on the
     principal amount of all outstanding Obligations hereunder at a
     fluctuating interest rate per annum at all times equal to the
     Default Rate to the fullest extent permitted by applicable Laws.

          (iv) Accrued and unpaid interest on past due amounts (including
     interest on past due interest) shall be due and payable upon
     demand.

     (c)  Interest on each Loan shall be due and payable in arrears on
each  Interest Payment Date applicable thereto and at such  other
times  as  may be specified herein.  Interest hereunder shall  be
due  and  payable in accordance with the terms hereof before  and after

<PAGE> 38

judgment, and before and after the commencement of any proceeding under
any Debtor Relief Law.

     2.09 Fees.  In addition to certain fees described in subsections
(i) and (j) of Section 2.03:

     (a)  Facility Fee.  The Borrower shall pay to the Administrative
Agent  for  the  account of each Lender in  accordance  with  its
Applicable  Percentage, a facility fee equal  to  the  Applicable
Rate  times  the actual daily amount of the Aggregate Commitments
(or,  if  the  Aggregate  Commitments  have  terminated,  on  the
Outstanding Amount of all Committed Loans, Swing Line  Loans  and
L/C  Obligations), regardless of usage.  The facility  fee  shall
accrue   at  all  times  during  the  Availability  Period   (and
thereafter  so long as any Committed Loans, Swing Line  Loans  or
L/C Obligations remain outstanding), including at any time during
which one or more of the conditions in Article IV is not met, and
shall  be  due  and  payable quarterly in  arrears  on  the  last
Business  Day  of  each  March,  June,  September  and  December,
commencing  with the first such date to occur after  the  Closing
Date, and on the Maturity Date (and, if applicable, thereafter on
demand).   The  facility  fee shall be  calculated  quarterly  in
arrears, and if there is any change in the Applicable Rate during
any  quarter,  the  actual daily amount  shall  be  computed  and
multiplied  by  the Applicable Rate separately  for  each  period
during such quarter that such Applicable Rate was in effect.

     (b)  Other Fees.  (i) The Borrower shall pay to the Arrangers and
the Administrative Agent for their own respective accounts fees
in the amounts and at the times specified in the Fee Letter.
Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

     (ii)  The  Borrower shall pay to the Lenders  such  fees  as
shall  have been separately agreed upon in writing in the amounts
and  at  the times so specified.  Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever.

     2.10 Computation of Interest and Fees.  All computations  of
interest for Base Rate Loans when the Base Rate is determined  by
Bank  of America's "prime rate" shall be made on the basis  of  a
year  of  365  or 366 days, as the case may be, and  actual  days
elapsed.   All other computations of fees and interest  shall  be
made  on  the  basis  of a 360-day year and actual  days  elapsed
(which  results  in  more fees or interest, as applicable,  being
paid  than if computed on the basis of a 365-day year).  Interest
shall  accrue on each Loan for the day on which the Loan is made,
and  shall not accrue on a Loan, or any portion thereof, for  the
day  on which the Loan or such portion is paid, provided that any
Loan  that  is repaid on the same day on which it is made  shall,
subject  to  Section 2.12(a), bear interest for  one  day.   Each
determination by the Administrative Agent of an interest rate  or
fee  hereunder shall be conclusive and binding for all  purposes,
absent manifest error.

     2.11 Evidence of Debt.  (a) The Credit Extensions made by each
Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained
by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made
by the Lenders to the Borrower and the interest and

<PAGE> 39

payments thereon.  Any failure to so record or any error in doing
so shall not, however, limit or otherwise affect the obligation of
the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in
the absence of manifest error.  Upon the request of any Lender to
a Borrower made through the Administrative Agent, the Borrower
shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such Lender's
Loans to the Borrower in addition to such accounts or records.
Each Lender may attach schedules to a Note and endorse thereon
the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

     (b)  In addition to the accounts and records referred to  in
subsection  (a), each Lender and the Administrative  Agent  shall
maintain  in  accordance  with its  usual  practice  accounts  or
records  evidencing the purchases and sales  by  such  Lender  of
participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained
by  the Administrative Agent and the accounts and records of  any
Lender  in  respect of such matters, the accounts and records  of
the Administrative Agent shall control in the absence of manifest
error.

     2.12 Payments Generally; Administrative Agent's Clawback.  (a)
General.  All payments to be made by the Borrower shall  be  made
without  condition  or  deduction for any counterclaim,  defense,
recoupment  or  setoff.  Except as otherwise  expressly  provided
herein,  all payments by the Borrower hereunder shall be made  to
the  Administrative  Agent,  for the account  of  the  respective
Lenders  to  which  such payment is owed, at  the  Administrative
Agent's Office in Dollars and in immediately available funds  not
later  than  11:00  a.m.  on  the  date  specified  herein.   The
Administrative Agent will promptly distribute to each Lender  its
Applicable  Percentage  (or other applicable  share  as  provided
herein)  of  such  payment  in like funds  as  received  by  wire
transfer  to such Lender's Lending Office.  All payments received
by  the Administrative Agent after 11:00 a.m. shall in each  case
be  deemed received on the next succeeding Business Day  and  any
applicable  interest or fee shall continue  to  accrue.   If  any
payment to be made by the Borrower shall come due on a day  other
than  a Business Day, payment shall be made on the next following
Business  Day, and such extension of time shall be  reflected  in
computing interest or fees, as the case may be.

     (b)  (i)  Funding by Lenders; Presumption by Administrative
Agent.   Unless  the  Administrative Agent  shall  have  received
notice  from a Lender prior to the proposed date of any Committed
Borrowing  that  such  Lender will  not  make  available  to  the
Administrative  Agent  such  Lender's  share  of  such  Committed
Borrowing,  the Administrative Agent may assume that such  Lender
has  made  such  share available on such date in accordance  with
Section  2.02  and  may, in reliance upon such  assumption,  make
available to the Borrower a corresponding amount.  In such event,
if  a  Lender  has not in fact made its share of  the  applicable
Committed  Borrowing  or available to the  Administrative  Agent,
then  the  applicable Lender and the Borrower severally agree  to
pay   to  the  Administrative  Agent  forthwith  on  demand  such
corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount  is
made  available  to  the Borrower to but excluding  the  date  of
payment  to  the Administrative Agent, at (A) in the  case  of  a
payment  to  be made by such Lender, the greater of  the  Federal
Funds  Rate  and  a  rate determined in accordance  with  banking
industry rules on

<PAGE> 40

interbank   compensation    and  (B)  in    the    case    of   a
payment  to be made by the Borrower, the interest rate applicable
to  Base  Rate Loans.  If the Borrower and such Lender shall  pay
such  interest  to the Administrative Agent for the  same  or  an
overlapping period, the Administrative Agent shall promptly remit
to  the Borrower the amount of such interest paid by the Borrower
for such period.  If such Lender pays its share of the applicable
Committed Borrowing to the Administrative Agent, then the  amount
so paid shall constitute such Lender's Committed Loan included in
such  Committed Borrowing.  Any payment by the Borrower shall  be
without  prejudice to any claim the Borrower may have  against  a
Lender  that  shall  have  failed to make  such  payment  to  the
Administrative Agent.

          (ii)  Payments  by Borrower; Presumptions by  Administrative
Agent.   Unless  the  Administrative Agent  shall  have  received
notice  from the Borrower prior to the date on which any  payment
is due to the Administrative Agent for the account of the Lenders
or  the L/C Issuer hereunder that the Borrower will not make such
payment,  the  Administrative Agent may assume that the  Borrower
has  made  such payment on such date in accordance  herewith  and
may,  in reliance upon such assumption, distribute to the Lenders
or  the L/C Issuer, as the case may be, the amount due.  In  such
event,  if  the Borrower has not in fact made such payment,  then
each  of  the  Lenders or the L/C Issuer, as  the  case  may  be,
severally  agrees to repay to the Administrative Agent  forthwith
on  demand  the amount so distributed to such Lender or  the  L/C
Issuer, in immediately available funds with interest thereon, for
each  day  from and including the date such amount is distributed
to  it to but excluding the date of payment to the Administrative
Agent,  at  the  greater of the Federal Funds  Rate  and  a  rate
determined in accordance with banking industry rules on interbank
compensation.

     A  notice  of  the  Administrative Agent to  any  Lender  or
Borrower  with respect to any amount owing under this  subsection
(b) shall be conclusive, absent manifest error.

     (c)  Failure to Satisfy Conditions Precedent.  If any Lender
makes available to the Administrative Agent funds for any Loan to
be  made  by  such  Lender to the Borrower, as  provided  in  the
foregoing provisions of this Article II, and such funds  are  not
made  available  to  the  Borrower by  the  Administrative  Agent
because  the  conditions to the applicable Credit  Extension  set
forth  in  Article IV are not satisfied or waived  in  accordance
with the terms hereof, the Administrative Agent shall return such
funds  (in  like  funds  as received from such  Lender)  to  such
Lender, without interest.

     (d)  Obligations of Lenders Several.  The obligations of the
Lenders hereunder to make Committed Loans, to fund participations
in Letters of Credit and Swing Line Loans and to make payments
pursuant to Section 10.04(c) are several and not joint.  The
failure of any Lender to make any Committed Loan, to fund any
such participation or to make any payment under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender
to so make its Committed Loan, to purchase its participation or
to make its payment under Section 10.04(c).

     (e)  Funding Source.  Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular
place or manner or to constitute a representation by any

<PAGE> 41

Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

     2.13 Sharing of Payments by Lenders.  If any Lender shall, by
exercising  any  right  of setoff or counterclaim  or  otherwise,
obtain payment in respect of any principal of or interest on  any
of  the Committed Loans made by it, or the participations in  L/C
Obligations or in Swing Line Loans held by it resulting  in  such
Lender's  receiving  payment  of a proportion  of  the  aggregate
amount  of  such  Committed Loans or participations  and  accrued
interest  thereon  greater than its pro  rata  share  thereof  as
provided   herein,  then  the  Lender  receiving   such   greater
proportion  shall  (a) notify the Administrative  Agent  of  such
fact, and (b) purchase (for cash at face value) participations in
the  Committed Loans and subparticipations in the L/C Obligations
and  Swing  Line Loans of the other Lenders, or make  such  other
adjustments  as  shall be equitable, so that the benefit  of  all
such  payments  shall  be  shared  by  the  Lenders  ratably   in
accordance with the aggregate amount of principal of and  accrued
interest  on  their respective Committed Loans and other  amounts
owing them, provided that:

          (i)  if any such participations or subparticipations are
     purchased and all or any portion of the payment giving  rise
     thereto is recovered, such participations or subparticipations
     shall be rescinded and the purchase price restored to the extent
     of such recovery, without interest; and

          (ii) the provisions of this Section shall not be construed to
     apply to (x) any payment made by a Borrower pursuant to and in
     accordance with the express terms of this Agreement or (y) any
     payment obtained by a Lender as consideration for the assignment
     of or sale of a participation in any of its Committed Loans or
     subparticipations in L/C Obligations or Swing Line Loans to any
     assignee or participant, other than to the Borrower or any
     Subsidiary thereof (as to which the provisions of this Section
     shall apply).

     The  Borrower consents to the foregoing and agrees,  to  the
extent  it may effectively do so under applicable law,  that  any
Lender  acquiring  a  participation  pursuant  to  the  foregoing
arrangements may exercise against the Borrower rights  of  setoff
and  counterclaim with respect to such participation as fully  as
if  such  Lender  were a direct creditor of the Borrower  in  the
amount of such participation.

     2.14 Increase in Commitments.

     (a)  Request for Increase.  Provided there exists no Default and
the  Borrower  has made no voluntary reduction of  the  Aggregate
Commitments  pursuant  to  Section  2.06,  upon  notice  to   the
Administrative Agent (which shall promptly notify  the  Lenders),
the  Borrower may from time to time, request an increase  in  the
Aggregate  Commitments by an amount (for all such  requests)  not
exceeding $50,000,000; provided that (i) any such request for  an
increase  shall be in a minimum amount of $10,000,000,  and  (ii)
the  Borrower may make a maximum of three such requests.  At  the
time  of sending such notice, the Borrower (in consultation  with
the  Administrative Agent) shall specify the time  period  within
which  each  Lender is requested to respond (which  shall  in  no
event be less than ten Business Days from the date of delivery of
such notice to the Lenders).

<PAGE> 42

     (b)  Lender Elections to Increase.  Each Lender shall notify the
Administrative Agent within such time period whether or not it
agrees to increase its Commitment and, if so, whether by an
amount equal to, greater than, or less than its Applicable
Percentage of such requested increase.  Any Lender not responding
within such time period shall be deemed to have declined to
increase its Commitment.

     (c)  Notification by Administrative Agent; Additional Lenders.
The Administrative Agent shall notify the Borrower and each
Lender of the Lenders' responses to each request made hereunder.
To achieve the full amount of a requested increase and subject to
the approval of the Administrative Agent and the L/C Issuers
(which approvals shall not be unreasonably withheld), the
Borrower may also invite additional Eligible Assignees to become
Lenders pursuant to a joinder agreement in form and substance
satisfactory to the Administrative Agent and its counsel.

     (d)  Effective Date and Allocations.  If the Aggregate
Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the
effective date (the "Increase Effective Date") and the final
allocation of such increase.  The Administrative Agent shall
promptly notify the Borrower and the Lenders of the final
allocation of such increase and the Increase Effective Date.

     (e)  Conditions to Effectiveness of Increase.  As a condition
precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate dated as of the Increase
Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer (i) certifying and attaching the resolutions
adopted by the Borrower approving or consenting to such increase,
and (ii) certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in
Article V and the other Loan Documents are true and correct in
all material respects on and as of the Increase Effective Date,
except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are
true and correct in all material respects as of such earlier
date, and except that for purposes of this Section 2.14, the
representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, and (B) no Default exists.  The
Borrower shall prepay any Committed Loans outstanding on the
Increase Effective Date (and pay any additional amounts required
pursuant to Section 3.05) to the extent necessary to keep the
outstanding Committed Loans ratable with any revised Applicable
Percentages arising from any nonratable increase in the
Commitments under this Section.

     (f)  Conflicting Provisions.  This Section shall supersede any
provisions in Sections 2.13 or 10.01 to the contrary.

                          ARTICLE III.
             TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 Taxes.

     (a)  Payments Free of Taxes.  Any and all payments by or  on
account of any obligation of the Borrower hereunder or under  any
other  Loan Document shall be made free and

<PAGE> 43

clear   of   and   without   reduction  or  withholding  for  any
Indemnified  Taxes  or   Other  Taxes,  provided  that   if   the
Borrower  shall  be  required  by applicable  law  to  deduct any
Indemnified Taxes (including any Other Taxes) from such payments,
then (i)  the  sum payable  shall be  increased  as  necessary so
that after  making all required deductions  (including deductions
applicable to  additional  sums payable  under this  Section) the
Administrative Agent, Lender  or L/C  Issuer, as the case may be,
receives an amount equal to the sum it would have received had no
such  deductions  been  made, (ii) the  Borrower  shall make such
deductions and (iii) the  Borrower shall  timely  pay  the   full
amount  deducted   to   the   relevant  Governmental Authority in
accordance with applicable law.

     (b)  Payment of Other Taxes by the Borrower.  Without limiting
the provisions of subsection (a) above, the Borrower shall timely
pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

     (c)  Indemnification by the Borrower.  The Borrower shall
indemnify the Administrative Agent, each Lender and the L/C
Issuer, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided, that if the Borrower,
reasonably believes that such Taxes were not correctly or legally
asserted, the Administrative Agent or such Lender or the L/C
Issuer, as the case may be, will use reasonable efforts to
cooperate with the Borrower to obtain a refund of such Taxes so
long as such efforts would not, in the reasonable determination
of the Administrative Agent or such Lender or the L/C Issuer, as
the case may be, result in any additional costs, expenses or
risks or otherwise be disadvantageous to it.  A certificate as to
the amount of such payment or liability delivered to a Borrower
by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error.

     (d)  Evidence of Payments.  As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the
Administrative Agent.

     (e)  Status of Lenders.  Any Foreign Lender that is entitled to
an exemption from or reduction of withholding tax under the law
of the jurisdiction in which a Borrower is resident for tax
purposes, or any treaty to which such jurisdiction is a party,
with respect to payments hereunder or under any other Loan
Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed
documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the
Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will

<PAGE> 44

enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or
information reporting requirements.

     Without  limiting  the generality of the foregoing,  in  the
event  that a Borrower is resident for tax purposes in the United
States,  any  Foreign Lender shall deliver to  Borrower  and  the
Administrative  Agent  (in such number  of  copies  as  shall  be
requested by the recipient) on or prior to the date on which such
Foreign  Lender becomes a Lender under this Agreement  (and  from
time  to time thereafter upon the request of the Borrower or  the
Administrative Agent, but only if such Foreign Lender is  legally
entitled to do so), whichever of the following is applicable:

          (i)  duly completed copies of Internal Revenue Service Form W-
     8BEN claiming eligibility for benefits of an income tax treaty to
     which the United States is a party,

          (ii) duly completed copies of Internal Revenue Service Form W-
     8ECI,

          (iii)     in the case of a Foreign Lender claiming the benefits
     of the exemption for portfolio interest under section 881(c) of
     the Code, (x) a certificate to the effect that such Foreign
     Lender is not (A) a "bank" within the meaning of section
     881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the
     Borrower within the meaning of section 881(c)(3)(B) of the Code,
     or (C) a "controlled foreign corporation" described in section
     881(c)(3)(C) of the Code and (y) duly completed copies of
     Internal Revenue Service Form W-8BEN, or

          (iv) any other form prescribed by applicable law as a basis for
     claiming exemption from or a reduction in United States Federal
     withholding tax duly completed together with such supplementary
     documentation as may be prescribed by applicable law to permit
     the Borrower to determine the withholding or deduction required
     to be made.

     Without  limiting the obligations of the Lenders  set  forth
above  regarding  delivery  of certain  forms  and  documents  to
establish each Lender's status for U.S. withholding tax purposes,
each  Lender  agrees  promptly to deliver to  the  Administrative
Agent  or  the  Borrower,  as  the Administrative  Agent  or  the
Borrower  shall  reasonably request, on or prior to  the  Closing
Date,  and  in a timely fashion thereafter, such other  documents
and  forms required by any relevant taxing authorities under  the
Laws  of  any other jurisdiction, duly executed and completed  by
such  Lender,  as  are required under such Laws to  confirm  such
Lender's   entitlement  to  any  available  exemption  from,   or
reduction  of,  applicable withholding taxes in  respect  of  all
payments  to  be made to such Lender outside of the U.S.  by  the
Borrower  pursuant  to this Agreement or otherwise  to  establish
such  Lender's status for withholding tax purposes in such  other
jurisdiction.   Each  Lender  shall  promptly  (i)   notify   the
Administrative Agent of any change in circumstances  which  would
modify   or  render  invalid  any  such   claimed  exemption   or
reduction,  and (ii) take such steps as shall not  be  materially
disadvantageous to it, in the reasonable judgment of such Lender,
and  as may be reasonably necessary (including the re-designation
of  its  Lending Office) to avoid any requirement  of  applicable
Laws  of  any  such  jurisdiction  that  the  Borrower  make  any
deduction or withholding for taxes from amounts payable  to  such
Lender.   Additionally,  each  of  the  Borrower  shall  promptly
deliver  to  the  Administrative Agent  or  any  Lender,  as  the
Administrative Agent or such Lender shall reasonably request,  on
or prior to the

<PAGE> 45

Closing   Date,   and   in   a    timely    fashion   thereafter,
such   documents  and  forms  required  by  any  relevant  taxing
authorities under the Laws of any jurisdiction, duly executed and
completed  by  the Borrower, as are required to be  furnished  by
such  Lender  or  the  Administrative Agent under  such  Laws  in
connection  with any payment by the Administrative Agent  or  any
Lender  of Taxes or Other Taxes, or otherwise in connection  with
the Loan Documents, with respect to such jurisdiction.

     (f)  Treatment of Certain Refunds.  If the Administrative Agent,
any  Lender or the L/C Issuer determines, in its sole discretion,
that  it has received a refund of any Taxes or Other Taxes as  to
which it has been indemnified by the Borrower or with respect  to
which  the Borrower has paid additional amounts pursuant to  this
Section,  it  shall pay to the Borrower an amount equal  to  such
refund  (but  only to the extent of indemnity payments  made,  or
additional amounts paid, by the Borrower under this Section  with
respect  to the Taxes or Other Taxes giving rise to such refund),
net  of  all out-of-pocket expenses of the Administrative  Agent,
such  Lender  or the L/C Issuer, as the case may be, and  without
interest   (other  than  any  interest  paid  by   the   relevant
Governmental  Authority  with respect to such  refund),  provided
that  the Borrower, upon the request of the Administrative Agent,
such  Lender  or the L/C Issuer, agrees to repay the amount  paid
over  to  the  Borrower (plus any penalties,  interest  or  other
charges  imposed by the relevant Governmental Authority)  to  the
Administrative Agent, such Lender or the L/C Issuer in the  event
the  Administrative  Agent, such Lender  or  the  L/C  Issuer  is
required  to  repay  such refund to such Governmental  Authority.
This   subsection  shall  not  be  construed   to   require   the
Administrative  Agent,  any Lender or  the  L/C  Issuer  to  make
available  its tax returns (or any other information relating  to
its  taxes  that  it deems confidential) to the Borrower  or  any
other Person.

     3.02 Illegality.  If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that
it  is  unlawful, for any Lender or its applicable Lending Office
to  make, maintain or fund Eurodollar Rate Loans, or to determine
or  charge interest rates based upon the Eurodollar Rate, or  any
Governmental Authority has imposed material restrictions  on  the
authority of such Lender to purchase or sell, or to take deposits
of,  Dollars  in  the London interbank market,  then,  on  notice
thereof by such Lender to the Borrower through the Administrative
Agent,  any  obligation  of  such  Lender  to  make  or  continue
Eurodollar  Rate  Loans to convert Base Rate Committed  Loans  to
Eurodollar  Rate  Loans,  shall be suspended  until  such  Lender
notifies  the  Administrative Agent and  the  Borrower  that  the
circumstances giving rise to such determination no longer  exist.
Upon receipt of such notice, the Borrower shall, upon demand from
such Lender (with a copy to the Administrative Agent), prepay or,
if  applicable, convert all such Eurodollar Rate  Loans  of  such
Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain
such  Eurodollar Rate Loans to such day, or immediately, if  such
Lender may not lawfully continue to maintain such Eurodollar Rate
Loans.   Upon  any  such prepayment or conversion,  the  Borrower
shall  also  pay  accrued interest on the amount  so  prepaid  or
converted.

     3.03 Inability to Determine Rates.  If the Required Lenders
determine that for any reason in connection with any request for
a Eurodollar Rate Loan or a conversion to or continuation thereof
that (a) Dollar deposits are not being offered to banks in the
London offshore interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b)
adequate and reasonable means do not exist for determining the

<PAGE> 46

Eurodollar Rate for any requested Interest Period with respect to
a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for
any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the
cost to such Lenders of funding such Eurodollar Rate Loan, the
Administrative Agent will promptly so notify the Borrower and
each Lender.  Thereafter, the obligation of the Lenders to make
or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice.  Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into
a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

     3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

     (a)  Increased Costs Generally.  If any Change in Law shall:

          (i)  (i)       impose, modify or deem applicable any reserve,
     special deposit, compulsory loan, insurance charge or similar
     requirement against assets of, deposits with or for the account
     of, or credit extended or participated in by, any Lender (except
     any reserve requirement contemplated by Section 3.04(e));

          (ii) subject any Lender or the L/C Issuer to any tax of any kind
     whatsoever with respect to this Agreement, any Letter of Credit,
     any participation in a Letter of Credit or any Eurodollar Loan
     made by it, or change the basis of taxation of payments to such
     Lender or the L/C Issuer in respect thereof (except for
     Indemnified Taxes or Other Taxes covered by Section 3.01 and the
     imposition of, or any change in the rate of, any Excluded Tax
     payable by such Lender or the L/C Issuer);

          (iii)     impose on any Lender or the L/C Issuer or the London
     interbank market any other condition, cost or expense affecting
     this Agreement or Eurodollar Loans made by such Lender or any
     Letter of Credit or participation therein;

and  the result of any of the foregoing shall be to increase  the
cost  to such Lender of making or maintaining any Eurodollar Loan
(or  of maintaining its obligation to make any such Loan), or  to
increase   the  cost  to  such  Lender  or  the  L/C  Issuer   of
participating in, issuing or maintaining any Letter of Credit (or
of  maintaining its obligation to participate in or to issue  any
Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or the L/C Issuer hereunder (whether of
principal,  interest or any other amount) then, upon  request  of
such  Lender  or the L/C Issuer, the Borrower will  pay  to  such
Lender  or  the  L/C Issuer, as the case may be, such  additional
amount  or  amounts  as will compensate such Lender  or  the  L/C
Issuer, as the case may be, for such additional costs incurred or
reduction suffered.

     (b)   Capital Requirements.  If any Lender or the L/C Issuer
determines  that any Change in Law affecting such Lender  or  the
L/C  Issuer or any Lending Office of such Lender or such Lender's
or  the  L/C Issuer's holding company, if any, regarding  capital
requirements has or would have the effect of reducing the rate of
return  on  such Lender's or the L/C Issuer's capital or  on  the
capital of such Lender's or the L/C Issuer's holding company,  if
any,  as a consequence of this Agreement, the Commitments of such
Lender  or  the  Loans made by, or participations in

<PAGE> 47

Letters  of Credit held by, such Lender, or the Letters of Credit
issued by the L/C Issuer, to a level below that which such Lender
or  the  L/C  Issuer or such Lender's or the L/C Issuer's holding
company could have achieved  but for such Change in  Law  (taking
into consideration such Lender's or the L/C Issuer's policies and
the policies of such Lender's or the L/C Issuer's holding company
with  respect to capital adequacy), then from time  to  time  the
Borrower  will pay to such Lender or the L/C Issuer, as the  case
may be, such additional amount or amounts as will compensate such
Lender  or  the L/C Issuer or such Lender's or the  L/C  Issuer's
holding company for any such reduction suffered.

     (c)  Certificates for Reimbursement.  A certificate of a Lender
or the L/C Issuer setting forth in reasonable detail the amount
necessary to compensate such Lender or the L/C Issuer or its
holding company, as the case may be, as specified in subsection
(a) or (b) of this Section and the manner of determining such
amount and delivered to the Borrower shall be conclusive absent
manifest error.  The Borrower shall pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

     (d)  Delay in Requests.  Failure or delay on the part of any
Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a
waiver of such Lender's or the L/C Issuer's right to demand such
compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that
such Lender or the L/C Issuer, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's or the L/C Issuer's intention
to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).

     (e)  Additional Reserve Requirements.  The Borrower shall pay to
each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional
interest on the unpaid principal amount of each Eurodollar Rate
Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days' prior
notice (with a copy to the Administrative Agent) of such
additional interest or costs from such Lender.  If a Lender fails
to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest or costs shall be due and payable
10 days from receipt of such notice.

     3.05 Compensation for Losses.  Upon demand of any Lender (with a
copy to the Administrative Agent) from time to time, the Borrower
shall  promptly compensate such Lender for and hold  such  Lender
harmless  from  any loss, cost or expense incurred  by  it  as  a
result of:

     (a)  any continuation, conversion, payment or prepayment of any
Loan other than a Base Rate Loan on a day other than the last day
of   the  Interest  Period  for  such  Loan  (whether  voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);

<PAGE> 48

     (b)  any failure by the Borrower (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan on the
date or in the amount notified by the Borrower;

     (c)  any assignment of a Eurodollar Rate Loan on a day other than
the last day of the Interest Period therefor as a result of a
request by the Borrower pursuant to Section 10.13;

including  any  loss or expense arising from the  liquidation  or
reemployment of funds obtained by it to maintain such Loan,  from
fees payable to terminate the deposits from which such funds were
obtained.    The   Borrower   shall  also   pay   any   customary
administrative fees charged by such Lender in connection with the
foregoing.

For  purposes of calculating amounts payable by the  Borrower  to
the  Lenders under this Section 3.05, each Lender shall be deemed
to  have  funded  each Eurodollar Rate Loan made  by  it  at  the
Eurodollar  Rate  for such Loan by a matching  deposit  or  other
borrowing  in  the  London  interbank  eurodollar  market  for  a
comparable  amount and for a comparable period,  whether  or  not
such Eurodollar Rate Loan was in fact so funded.  Any demand  for
compensation shall set forth in reasonable detail the amount  and
method of determining the loss, cost or expenses claimed.

     3.06 Mitigation Obligations; Replacement of Lenders.

     (a)  Designation of a Different Lending Office.  If any Lender
requests  compensation under Section 3.04,  or  the  Borrower  is
required  to  pay  any additional amount to  any  Lender  or  any
Governmental Authority for the account of any Lender pursuant  to
Section 3.01, or if any Lender gives a notice pursuant to Section
3.02,  then such Lender shall use reasonable efforts to designate
a  different  Lending  Office for funding or  booking  its  Loans
hereunder  or  to assign its rights and obligations hereunder  to
another  of  its  offices, branches or  affiliates,  if,  in  the
judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section  3.01  or
3.04,  as  the case may be, in the future, or eliminate the  need
for  the notice pursuant to Section 3.02, as applicable, and (ii)
in  each  case, would not subject such Lender to any unreimbursed
cost  or  expense  and would not otherwise be disadvantageous  to
such  Lender.   The Borrower hereby agrees to pay all  reasonable
costs and expenses incurred by any Lender in connection with  any
such designation or assignment.

     (b)  Replacement of Lenders.  If any Lender requests compensation
under Section 3.04, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 3.01, the Borrower
may replace such Lender in accordance with Section 10.13.

     3.07  Survival.  All of the Borrower' obligations under this
Article   III   shall  survive  termination  of   the   Aggregate
Commitments and repayment of all other Obligations hereunder.

<PAGE> 49


                           ARTICLE IV.
            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     4.01 Conditions of Initial Credit Extension.  The obligation of
the  L/C  Issuer  and  each  Lender to make  its  initial  Credit
Extension  hereunder is subject to satisfaction of the  following
conditions precedent:

     (a)  The Administrative Agent's receipt of the following, each of
which  shall  be  originals or telecopies (followed  promptly  by
originals) unless otherwise specified, each properly executed  by
a  Responsible Officer, each dated the Closing Date (or,  in  the
case  of  certificates of governmental officials, a  recent  date
before   the  Closing  Date)  and  each  in  form  and  substance
satisfactory to the Administrative Agent and each of the Lenders:

          (i)  executed counterparts of this Agreement, sufficient in
     number for distribution to the Administrative Agent, each Lender
     and the Borrower;

          (ii) Notes executed by the Borrower in favor of each Lender
     requesting Notes;

          (iii)     such certificates of resolutions or other action,
     incumbency certificates and/or other certificates of Responsible
     Officers as the Administrative Agent may require evidencing the
     identity, authority and capacity of such Responsible Officers in
     connection with this Agreement and the other Loan Documents;

          (iv) such documents and certifications as the Administrative
     Agent may reasonably require to evidence that the Borrower is
     duly organized, is validly existing, in good standing and
     qualified to engage in business in each jurisdiction where its
     ownership, lease or operation of properties or the conduct of its
     business requires such qualification, except to the extent that
     failure to do so could not reasonably be expected to have a
     Material Adverse Effect;

          (v)  a favorable opinion of Shook, Hardy & Bacon, L.L.P., counsel
     to the Borrower, addressed to the Administrative Agent and each
     Lender, as to the matters set forth in Exhibit F-1 and such other
     matters concerning the Borrower and the Loan Documents as the
     Required Lenders may reasonably request;

          (vi) a favorable opinion of Helms Mulliss & Wicker, PLLC, counsel
     to the Administrative Agent, addressed to the Administrative
     Agent and each Lender, as to the matters set forth in Exhibit F-2
     and such other matters concerning the Loan Documents as the
     Required Lenders may reasonably request;

          (vii)     a certificate of a Responsible Officer either (A)
     attaching copies of all consents, licenses and approvals required
     in connection with the execution, delivery and performance by the
     Borrower and the validity against the Borrower of the Loan
     Documents, and such consents, licenses and approvals shall be in
     full force and effect, or (B) stating that no such consents,
     licenses or approvals are so required;

          (viii)    a certificate signed by a Responsible Officer of the
     Borrower certifying (A) that attached thereto is a true and
     correct copy of each of the Seaboard Overseas

<PAGE> 50

     Credit Facility, the 1993 Senior Note Agreements, 1995 Senior Note
     Agreements and the 2002 Senior Note Agreements, (B) that the conditions
     specified in Sections 4.02(a) and (b) have been satisfied, (C)
     that there has been no event or circumstance since the date of
     the Audited Financial Statements that has had or could be
     reasonably expected to have, either individually or in the
     aggregate, a Material Adverse Effect; and (D) a calculation of
     the Consolidated Leverage Ratio as of October 2, 2004; and

          (ix) such other assurances, certificates, documents, consents or
     opinions as the Administrative Agent, the L/C Issuer, the Swing
     Line Lender or the Required Lenders reasonably may require.

     (b)  Any fees required to be paid on or before the Closing Date
shall have been paid.

     (c)  Unless waived by the Administrative Agent, the Borrower
shall have paid all fees, charges and disbursements of counsel to
the Administrative Agent to the extent invoiced prior to or on
the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to
be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude a final settling of
accounts between the Borrower and the Administrative Agent).

     Without limiting the generality of the provisions of Section
9.04,  for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed  this
Agreement  shall  be  deemed to have consented  to,  approved  or
accepted  or to be satisfied with, each document or other  matter
required  thereunder  to  be  consented  to  or  approved  by  or
acceptable  or satisfactory to a Lender unless the Administrative
Agent  shall have received notice from such Lender prior  to  the
proposed Closing Date specifying its objection thereto.

     4.02 Conditions to all Credit Extensions.  The obligation of each
Lender  to honor any Request for Credit Extension (other  than  a
Committed  Loan Notice requesting only a conversion of  Committed
Loans  to  the  other Type, or a continuation of Eurodollar  Rate
Loans) is subject to the following conditions precedent:

     (a)  The representations and warranties of the Borrower contained
in  Article  V  and each other Loan Document or in  any  document
furnished  at  any  time  under  or  in  connection  herewith  or
therewith, shall be true and correct in all material respects  on
and as of the date of such Credit Extension, except to the extent
that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct in all
material  respects as of such earlier date, and except  that  for
purposes of this Section 4.02, the representations and warranties
contained  in  subsections (a) and (b) of Section 5.05  shall  be
deemed  to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01.

     (b)  No Default shall exist, or would result from such proposed
Credit Extension or the application of the proceeds thereof.

     (c)  The Administrative Agent and, if applicable, the L/C Issuer
or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.

<PAGE> 51

     Each  Request for Credit Extension (other than  a  Committed
Loan  Notice requesting only a conversion of Committed  Loans  to
the  other  Type  or  a  continuation of Eurodollar  Rate  Loans)
submitted  by the Borrower shall be deemed to be a representation
and  warranty  that the conditions specified in Sections  4.02(a)
and  (b)  have  been  satisfied on and as  of  the  date  of  the
applicable Credit Extension.


                           ARTICLE V.
                 REPRESENTATIONS AND WARRANTIES

     The  Borrower  represents and warrants to the Administrative
Agent and the Lenders that:

     5.01 Existence, Qualification and Power; Compliance with Laws.
The Borrower and each Subsidiary thereof (a) is duly organized or
formed,  validly existing and in good standing under the Laws  of
the  jurisdiction of its incorporation or organization,  (b)  has
all  requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i)  own  its
assets  and  carry on its business and (ii) execute, deliver  and
perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing
under the Laws of each jurisdiction where its ownership, lease or
operation  of properties or the conduct of its business  requires
such qualification or license, and (d) is in compliance with  all
Laws;  except  in each case referred to in clause (a)  (but  only
with  respect to Non-Material Subsidiaries), and clauses  (b)(i),
(c)  or  (d),  to  the extent that failure to  do  so  could  not
reasonably be expected to have a Material Adverse Effect.

     5.02 Authorization; No Contravention.  The execution, delivery
and performance by the Borrower of each Loan Document have been
duly authorized by all necessary corporate action, and do not and
will not (a) contravene the terms of any of such Person's
Organization Documents; (b) conflict with or result in any breach
or contravention of, or the creation of any Lien under, or
require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such
Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person
or its property is subject; or (c) violate any Law.  The Borrower
and each Subsidiary thereof is in compliance with all Contractual
Obligations referred to in clause (b)(i), except to the extent
that failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     5.03 Governmental Authorization; Other Consents.  No approval,
consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, the Borrower
of this Agreement or any other Loan Document.

<PAGE> 52

     5.04 Binding Effect.  This Agreement has been, and each other
Loan  Document,  when delivered hereunder, will have  been,  duly
executed   and   delivered  by  the  Borrower.   This   Agreement
constitutes, and each other Loan Document when so delivered  will
constitute,  a  legal,  valid  and  binding  obligation  of   the
Borrower, enforceable against the Borrower in accordance with its
terms,  except as enforceability may be limited by Debtor  Relief
Laws and subject to equitable remedies.

     5.05 Financial Statements; No Material Adverse Effect.

     (a)   The Audited Financial Statements (i) were prepared  in
accordance  with GAAP consistently applied throughout the  period
covered  thereby,  except as otherwise expressly  noted  therein;
(ii)  fairly  present  in  all material  respects  the  financial
condition  of  the Borrower and its Subsidiaries and Consolidated
Entities  as of the date thereof and their results of  operations
for   the   period  covered  thereby  in  accordance  with   GAAP
consistently  applied  throughout  the  period  covered  thereby,
except  as otherwise expressly noted therein; and (iii) show  all
material   indebtedness   and  other   liabilities,   direct   or
contingent, of the Borrower and its Subsidiaries and Consolidated
Entities as of the date thereof, including liabilities for taxes,
material commitments and indebtedness.

     (b)  The unaudited consolidated balance sheet of the Borrower and
its Subsidiaries and Consolidated Entities dated October 2, 2004,
and the related consolidated statements of earnings, shareholders
equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present in all material
respects the financial condition of the Borrower and its
Subsidiaries and Consolidated Entities as of the date thereof and
their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.  Schedule
5.05 sets forth all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its consolidated
Subsidiaries and Consolidated Entities on the Closing Date that
are not shown on such financial statements, including liabilities
for taxes, material commitments and Indebtedness.

     (c)  Since the date of the Audited Financial Statements, there
has been no event or circumstance, either individually or in the
aggregate, that has had or could reasonably be expected to have a
Material Adverse Effect.

     5.06  Litigation.  There are no actions, suits, proceedings,
claims  or disputes pending or, to the knowledge of the Borrower,
threatened or contemplated, at law, in equity, in arbitration  or
before any Governmental Authority, by or against the Borrower  or
any  of  its  Subsidiaries or against any of their properties  or
revenues  that (a) purport to affect or pertain to this Agreement
or   any   other  Loan  Document,  or  any  of  the  transactions
contemplated  hereby,  or  (b)  either  individually  or  in  the
aggregate could reasonably be expected to have a Material Adverse
Effect.

     5.07 No Default.  Neither the Borrower nor any Subsidiary is in
default under or with respect to any Contractual Obligation that
could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  No Default has
occurred and is

<PAGE> 53

continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.

     5.08 Ownership of Property; Liens.  Each of the Borrower and each
Subsidiary has good record and marketable title in fee simple to,
or valid leasehold interests in, all real property necessary or
used in the ordinary conduct of its business, except for such
defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  The
property of the Borrower and its Subsidiaries is subject to no
Liens, other than Liens permitted by Section 7.01.

     5.09 Environmental Compliance.  The Borrower and its Subsidiaries
conduct in the ordinary course of business a review of the effect
of existing Environmental Laws and claims alleging potential
liability or responsibility for violation of any Environmental
Law on their respective businesses, operations and properties,
and as a result thereof the Borrower has reasonably concluded
that such Environmental Laws and claims could not, individually
or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     5.10 Insurance.  The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable
insurance companies that are not Affiliates of the Borrower, in
such amounts (including self-insurance, if adequate reserves are
maintained with respect thereto), with such deductibles and
covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in
localities where the Borrower or the applicable Subsidiary
operates.

     5.11 Taxes.  The Borrower and its Subsidiaries have filed all
Federal, material state and other material tax returns and
reports required to be filed, and have paid all Federal, material
state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP.  There is no proposed
tax assessment against the Borrower or any Subsidiary that would,
if made, have a Material Adverse Effect.  Neither the Borrower
nor any Subsidiary thereof is party to any tax sharing agreement.

     5.12 ERISA Compliance.

     (a)  Each Plan is in compliance in all material respects with the
applicable  provisions of ERISA, the Code and  other  Federal  or
state  Laws.  Each Plan that is intended to qualify under Section
401(a)  of the Code has received a favorable determination letter
from  the  IRS  or an application for such a letter is  currently
being processed by the IRS with respect thereto and, to the  best
knowledge  of  the  Borrower, nothing has  occurred  which  would
prevent,  or cause the loss of, such qualification.  The Borrower
and each ERISA Affiliate have made all required contributions  to
each  Plan subject to Section 412 of the Code, and no application
for  a  funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to
any Plan.

<PAGE> 54

     (b)  There are no pending or, to the best knowledge of the
Borrower, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that could
reasonably be expected to have a Material Adverse Effect.  There
has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse
Effect.

     (c)  (i)  No ERISA Event has occurred or is reasonably expected
to occur; (ii) the aggregate Unfunded Pension Liability of all
Pension Plans does not exceed $35,000,000; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not
delinquent under Section 4007 of ERISA); (iv) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction
that could be subject to Sections 4069 or 4212(c) of ERISA.

     5.13 Subsidiaries; Equity Interests.  As of the Closing Date, the
Borrower  has  no  Subsidiaries  other  than  those  specifically
disclosed  in Part (a) of Schedule 5.13 (which Schedule indicates
those  Subsidiaries that are Non-Material Subsidiaries), and  all
of  the  outstanding Equity Interests in such  Subsidiaries  have
been  validly  issued, are fully paid and nonassessable  and  are
owned  by  the Borrower in the amounts specified on Part  (a)  of
Schedule  5.13  free and clear of all Liens.  As of  the  Closing
Date,  the  Borrower has no Equity Interests  (other  than  those
permitted by Section 7.02(a)) in any other corporation or  entity
other  than those specifically disclosed in Part (b) of  Schedule
5.13,  and  has  no  control  over any  other  entity  except  as
disclosed in Part (c) of Schedule 5.13.

     5.14 Margin Regulations; Investment Company Act; Public Utility
Holding Company Act.

     (a)  The Borrower is not engaged and will not engage, principally
or  as  one  of  its  important activities, in  the  business  of
purchasing  or  carrying  margin stock  (within  the  meaning  of
Regulation  U  issued by the FRB), or extending  credit  for  the
purpose of purchasing or carrying margin stock.

     (b)  None of the Borrower, any Person Controlling the Borrower,
or any Subsidiary (i) is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company,"
within the meaning of the Public Utility Holding Company Act of
1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

     5.15   Disclosure.   The  Borrower  has  disclosed  to   the
Administrative Agent and the Lenders all agreements,  instruments
and  corporate or other restrictions to which it or  any  of  its
Subsidiaries is subject, and all other matters known to it, that,
individually  or in the aggregate, could reasonably  be  expected
(in  light of the circumstances existing at each respective  time
this  representation  is made) to result in  a  Material  Adverse
Effect.   No  report, financial statement, certificate  or  other
information  furnished (whether in writing or orally)  by  or  on
behalf  of the

<PAGE> 55

Borrower   to   the   Administrative   Agent   or    any   Lender
in  connection with the transactions contemplated hereby and  the
negotiation of this Agreement or delivered hereunder or under any
other Loan Document (in each case, as modified or supplemented by
other   information   so   furnished)   contains   any   material
misstatement  of  fact  or  omits  to  state  any  material  fact
necessary  to  make the statements therein, in the light  of  the
circumstances  under  which  they  were  made,  not   misleading;
provided   that,   (a)   with  respect  to  projected   financial
information,  the Borrower represents only that such  information
was prepared in good faith based upon assumptions believed to  be
reasonable  at the time and (b) with respect to general  industry
information, the foregoing representation is only to the best  of
the Borrower's knowledge.

     5.16 Compliance with Laws.  Each of the Borrower and each
Subsidiary is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse
Effect.

     5.17 Intellectual Property; Licenses, Etc.  The Borrower and its
Subsidiaries own, or possess the right to use, all of the
trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual
property rights (collectively, "IP Rights") that are reasonably
necessary for the operation of their respective businesses,
without conflict with the rights of any other Person.  To the
best knowledge of the Borrower, no slogan or other advertising
device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the
Borrower or any Subsidiary infringes upon any rights held by any
other Person.  No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Borrower,
threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

                           ARTICLE VI.
                      AFFIRMATIVE COVENANTS

     So  long  as any Lender shall have any Commitment hereunder,
any  Loan  or other Obligation hereunder shall remain  unpaid  or
unsatisfied,  or  any Letter of Credit shall remain  outstanding,
the  Borrower  shall,  and  shall (except  in  the  case  of  the
covenants set forth in Sections 6.01, 6.02, and 6.03) cause  each
Subsidiary to:

     6.01 Financial Statements.  Deliver to the Administrative Agent
and   each  Lender,  in  form  and  detail  satisfactory  to  the
Administrative Agent and the Required Lenders:

     (a)  as soon as practicable, but in any event within 90 days
after  the  end  of  each fiscal year of  the  Borrower  (or,  if
earlier, 15 days after the date required to be filed with the SEC
(without  giving effect to any extension permitted  thereby)),  a
consolidated  balance sheet of the Borrower and its  Subsidiaries
and  Consolidated Entities as at the end of such fiscal year, and
the  related  consolidated statements of earnings,  shareholders'
equity and cash flows for such fiscal year, setting forth in each
case  in  comparative  form the figures for the  previous  fiscal
year,  all  in reasonable detail and prepared in accordance  with
GAAP,  such consolidated statements to be

<PAGE> 56

audited and accompanied by a report and opinion of an independent
certified  public accountant of nationally  recognized   standing
reasonably acceptable to the  Required Lenders, which report  and
opinion shall  be prepared in accordance with generally  accepted
auditing  standards  and  shall  not  be  subject  to  any "going
concern" or like qualification or exception or any  qualification
or  exception  as to the scope of such audit; and

     (b)  as soon as practicable, but in any event within 50 days
after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower (commencing with the fiscal quarter
ended October 2, 2004) (or, if earlier, five days after the date
required to be filed with the SEC (without giving effect to any
extension permitted thereby)), a consolidated balance sheet of
the Borrower and its Subsidiaries and Consolidated Entities as at
the end of such fiscal quarter, and the related consolidated
statements of earnings and cash flows for such fiscal quarter and
for the portion of the Borrower's fiscal year then ended, setting
forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in
reasonable detail, certified by a Responsible Officer of the
Borrower as fairly presenting in all material respects the
financial condition, results of earnings and cash flows of the
Borrower and its Subsidiaries and Consolidated Entities in
accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

As  to  any information contained in materials furnished pursuant
to Section 6.02(c), the Borrower shall not be separately required
to  furnish  such information under clause (a) or (b) above,  but
the foregoing shall not be in derogation of the obligation of the
Borrower  to  furnish the information and materials described  in
clauses (a) and (b) above at the times specified therein.

     6.02  Certificates;  Other  Information.   Deliver  to   the
Administrative  Agent  and  each  Lender,  in  form  and   detail
satisfactory  to  the  Administrative  Agent  and  the   Required
Lenders:

     (a)  Not later than ten days after the delivery of the financial
statements  referred to in Sections 6.01(a) and  (b)  (commencing
with the delivery of the financial statements for the fiscal year
ended December 31, 2004), a duly completed Compliance Certificate
signed by a Responsible Officer of the Borrower;

     (b)  with reasonable promptness after any request by the
Administrative Agent or any Lender, copies of any detailed audit
reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of
directors) of the Borrower by independent accountants in
connection with the accounts or books of the Borrower or any
Subsidiary, or any audit of any of them;

     (c)  promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or
communication sent to the stockholders of the Borrower, and
copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be
required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto;

<PAGE> 57

     (d)  promptly, after the same are available, copies of each
notice or other correspondence received from the SEC (or
comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational
results of the Borrower or any Subsidiary thereof; and

     (e)  with reasonable promptness, such additional information
regarding the business, financial or corporate affairs of the
Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender may
from time to time reasonably request.

     Documents  required  to  be delivered  pursuant  to  Section
6.01(a)  or  (b)  or  Section 6.02(c) (to  the  extent  any  such
documents are included in materials otherwise filed with the SEC)
may  be  delivered electronically and if so delivered,  shall  be
deemed  to  have  been delivered on the date  (i)  on  which  the
Borrower posts such documents, or provides a link thereto on  the
Borrower's website on the Internet at the website address  listed
on  Schedule 10.02; or (ii) on which such documents are posted on
the Borrower's behalf on an Internet or intranet website, if any,
to  which  each Lender and the Administrative Agent  have  access
(whether  a commercial, third-party website or whether  sponsored
by  the  Administrative Agent); provided that: (i)  the  Borrower
shall   deliver   paper   copies  of  such   documents   to   the
Administrative Agent or any Lender that requests the Borrower  to
deliver  such  paper  copies until a  written  request  to  cease
delivering paper copies is given by the Administrative  Agent  or
such Lender and (ii) the Borrower shall notify the Administrative
Agent  and each Lender (by telecopier or electronic mail) of  the
posting  of  any such documents and provide to the Administrative
Agent  by electronic mail electronic versions (i.e., soft copies)
of such documents.  Notwithstanding anything contained herein, in
every  instance the Borrower shall be required to  provide  paper
copies of the Compliance Certificates required by Section 6.02(a)
to   the   Administrative  Agent.   Except  for  such  Compliance
Certificates,  the Administrative Agent shall have no  obligation
to  request  the delivery or to maintain copies of the  documents
referred  to above, and in any event shall have no responsibility
to  monitor compliance by the Borrower with any such request  for
delivery,  and  each  Lender  shall  be  solely  responsible  for
requesting  delivery  to it or maintaining  its  copies  of  such
documents.

     The Borrower hereby acknowledges that (a) the Administrative
Agent and/or the Arrangers will make available to the Lenders and
the  L/C  Issuer materials and/or information provided by  or  on
behalf   of   the  Borrower  hereunder  (collectively,  "Borrower
Materials")  by posting the Borrower Materials on  IntraLinks  or
another  similar  electronic  system  (the  "Platform")  and  (b)
certain  of  the  Lenders  may  be "public-side"  Lenders  (i.e.,
Lenders   that  do  not  wish  to  receive  material   non-public
information  with  respect  to the Borrower  or  its  securities)
(each,  a "Public Lender").  The Borrower hereby agrees that  (w)
all  Borrower Materials that are to be made available  to  Public
Lenders shall be clearly and conspicuously marked "PUBLIC" which,
at  a  minimum,  shall mean that the word "PUBLIC"  shall  appear
prominently  on  the first page thereof; (x) by marking  Borrower
Materials  "PUBLIC",  the  Borrower  shall  be  deemed  to   have
authorized  the  Administrative Agent,  the  Arrangers,  the  L/C
Issuer  and the Lenders to treat the Borrower Materials as either
publicly   available  information  or  not  material  information
(although  it may be sensitive and proprietary) with  respect  to
the  Borrower  or  its securities for purposes of  United  States
Federal  and  state  securities laws; (y) all Borrower  Materials
marked

<PAGE> 58

"PUBLIC"  are   permitted  to  be  made  available    through   a
portion of the Platform designated "Public Investor"; and (z) the
Administrative Agent and the Arrangers shall be entitled to treat
the  Borrower  Materials that are not marked  "PUBLIC"  as  being
suitable  only  for  posting on a portion  of  the  Platform  not
designated "Public Investor".

     6.03 Notices.  Notify the Administrative Agent and each Lender:

     (a)  immediately, and in any event within three (3) days upon
becoming aware of the occurrence of any Default;

     (b)  promptly, of any matter (including (i) breach or non-
performance of, or any default under, a Contractual Obligation of
the Borrower or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between the Borrower or
any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation
or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws) that has resulted
or could reasonably be expected to result in a Material Adverse
Effect;

     (c)  immediately, and in any event within three (3) days, upon
becoming aware of the occurrence of any ERISA Event; and

     (d)  promptly, of any material change in accounting policies or
financial reporting practices by the Borrower or any Subsidiary.

     Each notice pursuant to this Section shall be accompanied by
a  statement  of  a  Responsible Officer of the Borrower  setting
forth  details of the occurrence referred to therein and  stating
what  action  the Borrower has taken and proposes  to  take  with
respect  thereto.  Each notice pursuant to Section 6.03(a)  shall
describe  with  particularity any  and  all  provisions  of  this
Agreement and any other Loan Document that have been breached.

     6.04 Payment of Obligations.  Pay and discharge as the same shall
become  due  and  payable, all its obligations  and  liabilities,
including  (a) all tax liabilities, assessments and  governmental
charges or levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate proceedings
diligently  conducted and adequate reserves  in  accordance  with
GAAP are being maintained by the Borrower or such Subsidiary; (b)
all  lawful claims which, if unpaid, would by law become  a  Lien
upon  its property, unless the same are being contested  in  good
faith   by  appropriate  proceedings  diligently  conducted   and
adequate reserves in accordance with GAAP are being maintained by
the Borrower or such Subsidiary; and (c) all Indebtedness, as and
when due and payable, but subject to any subordination provisions
contained  in any instrument or agreement evidencing or  relating
to such Indebtedness, except, in the case of clauses (a), (b) and
(c),  to  the  extent that any such obligations  or  liabilities,
individually  or in the aggregate, are not reasonably  likely  to
result in a Material Adverse Effect.

     6.05 Preservation of Existence, Etc.  (a) Preserve, renew and
maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.04 or 7.05, and
except (but only with respect to Non-Material Subsidiaries) where
the failure to do so could not reasonably be expected to have a
Material Adverse Effect; (b) take all reasonable action to
maintain all rights,

<PAGE> 59

privileges,   permits,   licenses   and   franchises
necessary or desirable in the normal conduct of its business,
except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered patents, trademarks, trade names
and service marks, the non-preservation of which could reasonably
be expected to have a Material Adverse Effect.

     6.06 Maintenance of Properties.  (a) Maintain, preserve and
protect all of its material properties and equipment necessary in
the operation of its business in good working order and
condition, ordinary wear, tear and obsolescence excepted; (b)
make all necessary repairs thereto and renewals and replacements
thereof (provided that the Borrower and its Subsidiaries may
discontinue the operation and maintenance of any of its
properties if such discontinuance is desirable in the conduct of
its business) except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c)
use the standard of care typical in the industry in the operation
and maintenance of its facilities.

     6.07 Maintenance of Insurance.  Maintain with financially sound
and reputable insurance companies that are not Affiliates of the
Borrower, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against
by Persons engaged in the same or similar business, of such types
and in such amounts (including self-insurance, if adequate
reserves are maintained with respect thereto) as are customarily
carried under similar circumstances by such other Persons.

     6.08 Compliance with Laws.  Comply in all material respects with
the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property,
except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good
faith by appropriate proceedings diligently conducted; or (b) the
failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.

     6.09 Books and Records.  (a)  Maintain proper books of record and
account, in which full, true and correct entries in conformity
with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the
Borrower or such Subsidiary, as the case may be; and (b) maintain
such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as
the case may be.

     6.10 Inspection Rights.  Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit
and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public
accountants, at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that (a) so
long as no Event of Default exists, such inspection shall be
limited to once per fiscal year of the Borrower and shall be at
the expense of the Lender(s) requesting such inspection and (b)
when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without
advance notice.

<PAGE> 60

     6.11 Use of Proceeds.  Use the proceeds of the Credit Extensions
for general corporate purposes not in contravention of any Law or
of any Loan Document.

                          ARTICLE VII.
                       NEGATIVE COVENANTS

     So  long  as any Lender shall have any Commitment hereunder,
any  Loan  or other Obligation hereunder shall remain  unpaid  or
unsatisfied,  or  any Letter of Credit shall remain  outstanding,
the  Borrower  shall not, nor shall it permit any Subsidiary  to,
directly or indirectly:

     7.01 Negative Pledge.  Create, incur, assume or suffer to exist
any  Lien  upon any of its property, assets or revenues,  whether
now owned or hereafter acquired, other than the following:

     (a)  Liens pursuant to any Loan Document;

     (b)  Liens existing on the date hereof and listed on Schedule
7.01 (including but not limited to Liens securing Indebtedness of
Seaboard Overseas contemplated under the Seaboard Overseas Credit
Facility) and Liens securing renewals, extensions and
refinancings of the Indebtedness secured by liens listed on
Schedule 7.01; provided that (i) the property covered thereby is
not changed, (ii) (except with respect to the Seaboard Overseas
Credit Agreement) the amount secured or benefited thereby is not
increased, (iii) any contingent obligor with respect thereto is
not changed and (iv) in the event that the primary obligor with
respect thereto is changed, title to the property financed with
such Indebtedness is transferred substantially simultaneously to
such new primary obligor;

     (c)  Liens for taxes not yet due or which are being contested in
good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;

     (d)  carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 30 days
or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable
Person;

     (e)  pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by
ERISA;

     (f)  deposits to secure the performance of bids, trade contracts
and leases (other than Indebtedness), statutory obligations,
surety bonds (other than bonds related to judgments or
litigation), performance bonds and other obligations of a like
nature incurred in the ordinary course of business;

     (g)  easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are
not substantial in amount, and which do not in any case

<PAGE> 61

materially detract from the value of the property subject thereto
or materially interfere with the ordinary conduct of the business
of the applicable Person;

     (h)  Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h) or
securing appeal or other surety bonds related to such judgments;

     (i)  Liens securing Indebtedness (including renewals, extensions
and refinancings thereof) in respect of capital leases, Synthetic
Lease Obligations and purchase money obligations for fixed or
capital assets; provided in each case, that (i) such Liens do not
at any time encumber any property other than the property
financed by such Indebtedness, (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever
is lower, of the property being acquired on the date of
acquisition and (iii) if the Indebtedness secured thereby is
owing to any Subsidiary, the property being financed thereby has
not been previously owned by the Borrower or any Subsidiary; and

     (j)  Liens securing Indebtedness (including renewals, extensions
and refinancings thereof) on property in existence at the time
such property is acquired by the Borrower or a Subsidiary in
connection with an Acquisition not prohibited herein; provided,
that such Liens do not at any time encumber any property other
than the property so acquired;

     (k)  Liens under UCC  4-210 and Liens in deposit accounts
created under the standard deposit agreement of any financial
institution at which the Borrower or any Subsidiary maintains a
deposit account;

     (l)  Liens on property owned by a Subsidiary, provided that such
Liens secure only obligations owing to the Borrower or a wholly-
owned Subsidiary;

     (m)  Liens securing Indebtedness permitted under Section 7.03(e);
provided that the fair market value of the assets subject to any
such Lien shall not exceed by more than two hundred percent, as
of the date of incurrence, the principal amount of the
Indebtedness so secured; and

     (n)  Liens not otherwise permitted by this Section 7.01;
provided, that the aggregate amount of Indebtedness secured by
Liens permitted by this clause (n) shall not at any time, when
added to all other Priority Indebtedness, exceed 10% of
Consolidated Tangible Net Worth determined at such time.

In  the  case  any  property shall be  subjected  to  a  Lien  in
violation of this Section 7.01, the Borrower shall forthwith make
or cause to be made to the fullest extent permitted by applicable
law,  provision  whereby the Obligations will be secured  equally
and  ratably  with  all other obligations secured  by  such  Lien
pursuant   to  such  agreements  and  instruments  as  shall   be
reasonably approved by the Administrative Agent, and the Borrower
shall cause to be delivered to the Administrative Agent and  each
Lender  an opinion of independent counsel reasonably satisfactory
to  the  Administrative Agent to the effect that such  agreements
and  instruments are enforceable in accordance with their  terms,
and  in any such case the Obligations shall have the benefit,  to
the  fullest extent that, and with such priority as, the  holders
of  the Obligations may be entitled under applicable law,  of  an
equitable  Lien  on  such  property (and  the  proceeds  thereof)

<PAGE> 62

securing  the  Obligations.  Such violation of this Section  7.01
will constitute an Event of Default hereunder, whether or not any
such provision is made pursuant to this Section 7.01.

     7.02 Investments.  Make or hold any Investments, except:

     (a)  Investments held by the Borrower or such Subsidiary in the
form  of  cash equivalents or readily marketable debt  or  equity
securities;

     (b)   (i)  Loans to officers, directors and employees of the
Borrower  or any Subsidiary that would not be prohibited  by  the
Sarbanes-Oxley  Act  of  2002  and  the  rules  and   regulations
promulgated thereunder, provided that the aggregate amount of all
such  loans  outstanding at any time shall not exceed  $5,000,000
and  (ii)  advances to any member of the Bresky Group or  to  any
officer,   director   or  employee  of  the   Borrower   or   any
Subsidiary, provided such advances are for travel, entertainment,
relocation  and  analogous  ordinary  course  business   purposes
provided  that the aggregate amount of all such advances  at  any
time outstanding shall not exceed $500,000;

     (c)  Investments of the Borrower in any Subsidiary and
Investments of any Subsidiary in the Borrower or in another
Subsidiary;

     (d)  Investments of the Borrower and Subsidiaries existing on the
Closing Date, as set forth on Schedule 5.13;

     (e)  Investments consisting of extensions of credit in the nature
of accounts receivable or notes receivable arising from the grant
of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss;

     (f)  Guarantees permitted by Section 7.03; provided, however,
that neither the Borrower nor any Subsidiary shall Guarantee any
Indebtedness incurred pursuant to Section 7.03(e) except that
Seaboard Overseas may Guarantee any such Indebtedness incurred by
any of its Subsidiaries and each Subsidiary of Seaboard Overseas
may Guarantee any such Indebtedness incurred by Seaboard Overseas
(provided, in either case, that any such Subsidiary is in
existence on the Closing Date) ;

     (g)  Investments incurred in order to consummate Acquisitions
permitted hereby;

     (h)  Investments in "seller take-back" notes arising in
connection with a Disposition of assets permitted hereby;
provided that the principal amount of any such "seller take-back"
note does not exceed the fair market value of the assets so
Disposed; and

     (i)  other Investments not permitted by this Section 7.02;
provided, that, (i) the aggregate value of all such Investments
made in any fiscal year shall not exceed $25,000,000 unless both
immediately before and immediately after making such Investment
the Consolidated Adjusted Leverage Ratio is less than 3.00 to
1.00, and (ii) to the extent that any such Investment would cause
the aggregate value of all such Investments made (which are still
outstanding or owed) in any fiscal year to exceed $25,000,000,
the Borrower shall have furnished to the Administrative Agent a
certificate of a Responsible Officer, which certificate shall
calculate the

<PAGE> 63

Consolidated Adjusted Leverage Ratio both immediately before and
immediately after making such Investment.

     7.03 Subsidiary Indebtedness.  Permit any Subsidiary to create,
incur,  assume or suffer to exist, or otherwise become or  remain
directly  or  indirectly liable with respect to, any Indebtedness
other than:

     (a)  Indebtedness listed on Schedule 7.03 (including renewals,
extensions and refinancings thereof );

     (b)  Indebtedness under the Seaboard Overseas Credit Facility
(including any renewals, increases, extensions and refinancings
thereof);

     (c)  Indebtedness (including renewals, extensions and
refinancings thereof so long as the principal amount thereof is
not increased) in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital
assets within the limitations set forth in clause (i) of Section
7.01;

     (d)  Swap Contracts entered into (i) to hedge interest rate
and/or currency risk with respect to Indebtedness incurred in the
ordinary course of business and pursuant to prudent and
reasonable business practices that are consistent with the
business practices of other companies similarly situated, (ii) to
hedge currency risk with respect to any such payments expected to
be received or made pursuant to a contract entered into in the
ordinary course of business and pursuant to prudent and
reasonable business practices that are consistent with the
business practices of other companies similarly situated or (iii)
to hedge commodity risk with respect to any commodity held,
required to be delivered or anticipated to be received in the
ordinary course of business and pursuant to prudent and
reasonable business practices that are consistent with the
business practices of other companies similarly situated;

     (e)  Indebtedness (including renewals, extensions and
refinancings thereof), in an aggregate principal amount not to
exceed $100,000,000 (but excluding for this purpose any
Indebtedness incurred under the Seaboard Overseas Facility)
incurred by a non-domestic Subsidiary, the proceeds of which are
paid as a dividend to the Borrower, or to a Subsidiary which in
turn dividends such proceeds to the Borrower pursuant to Section
965 of the Internal Revenue Code as amended by the American Jobs
Creation Act of 2004, and which proceeds will be invested in a
domestic reinvestment plan pursuant to the terms of said Section
965 and the regulations promulgated thereunder;

     (f)  Indebtedness of a Subsidiary owing to the Borrower or a
Subsidiary; provided such indebtedness has a tenor of less than
365 days; and

     (g)  Indebtedness (including renewals, extensions and
refinancings thereof so long as the principal amount thereof is
not increased) not otherwise permitted under this Section 7.03;
provided, that the aggregate amount of Indebtedness permitted by
this clause (g) shall not at any time, when added together with
all Indebtedness outstanding pursuant to clause (c) above and all
other Priority Indebtedness, exceed 10% of Consolidated Tangible
Net Worth determined at such time.

<PAGE> 64

     7.04   Fundamental  Changes.   Merge,  dissolve,  liquidate,
consolidate  with or into another Person, or Dispose of  (whether
in  one  transaction  or  in a series  of  transactions)  all  or
substantially all of its assets (whether now owned  or  hereafter
acquired) to or in favor of any Person, except that, so  long  as
no Default exists or would result therefrom:

     (a)  any Subsidiary may merge with (i) the Borrower, provided
that the Borrower shall be the continuing or surviving Person, or
(ii)  any one or more other Subsidiaries, provided that when  any
wholly-owned  Subsidiary is merging with another Subsidiary,  the
wholly-owned  Subsidiary  shall be the  continuing  or  surviving
Person;

     (b)  any Subsidiary may Dispose of all or substantially all of
its assets (upon voluntary liquidation or otherwise) to the
Borrower or to another Subsidiary; provided that if the
transferor in such a transaction is a wholly-owned Subsidiary,
then the transferee must either be the Borrower or a wholly-owned
Subsidiary; and

     (c)  a merger by the Borrower or a Subsidiary with a Person to
consummate an Acquisition permitted by Section 7.11.

     7.05  Dispositions.  Make any Disposition or enter into  any
agreement to make any Disposition, except:

     (a)  Dispositions of obsolete or worn out property, whether now
owned or hereafter acquired, in the ordinary course of business;

     (b)  Dispositions of inventory in the ordinary course of
business;

     (c)  Dispositions of equipment or real property to the extent
that (i) such property is exchanged for credit against the
purchase price of similar replacement property or (ii) the Net
Cash Proceeds of such Disposition are reasonably promptly applied
to the purchase price of such replacement property;

     (d)  Dispositions of property by any Subsidiary to the Borrower
or to any wholly-owned Subsidiary;

     (e)  Dispositions permitted by Section 7.04;

     (f)  Dispositions by the Borrower or a Subsidiary that satisfy
each of the following conditions and which shall not be deemed to
be a Disposition under this clause (f) until all of the following
conditions have been satisfied:
          (i)  the Borrower shall have delivered a written notice to the
     Administrative Agent contemporaneously with the consummation of
     the Disposition in which the Borrower:

               (A)  identifies the property that is the subject of the
          Disposition,

               (B)  states the nature and terms of the transaction and the
          nature and use of the proceeds of the transaction, and

<PAGE> 65

               (C)  states that, within three hundred and sixty-five (365) days
          following the consummation of such Disposition, the entire
          proceeds of such Disposition (or portion thereof which has not
          been allocated by the Borrower to clause (g) below), net of
          reasonable and ordinary transaction costs and expenses incurred
          in connection with such Disposition and any Indebtedness required
          by its terms to be repaid in connection with such Disposition,
          shall be applied to the acquisition by the Borrower or any
          Subsidiary of operating assets or Equity Interests of a Person
          which will become a Subsidiary and which owns operating assets
          and which operating assets will be used in the ordinary course of
          business of the Borrower and its Subsidiaries, and

          (ii) the proceeds of such Disposition shall have been applied as
     described in such written notice;

     (g)   Dispositions by the Borrower and its Subsidiaries  not
otherwise permitted under this Section 7.05; provided that (i) at
the  time  of such Disposition, no Default shall exist  or  would
result from such Disposition and (ii) the aggregate book value of
all property Disposed of in reliance on this clause (g) shall not
exceed  25% of Consolidated Tangible Net Worth as of the  Closing
Date;

provided,  however, that any Disposition pursuant to clauses  (a)
through (g) shall be for fair market value.

     7.06  Restricted  Payments.  Declare or  make,  directly  or
indirectly,  any  Restricted Payment,  or  incur  any  obligation
(contingent or otherwise) to do so, except that, so  long  as  no
Default shall have occurred and be continuing at the time of  any
action described below or would result therefrom:

     (a)  each Subsidiary may make Restricted Payments to any Persons
that own an Equity Interest in such Subsidiary, ratably according
to  their  respective holdings of the type of Equity Interest  in
respect of which such Restricted Payment is being made;

     (b)  the Borrower and each Subsidiary may declare and make
dividend payments or other distributions payable solely in the
common stock or other common Equity Interests of such Person;

     (c)  the Borrower and each Subsidiary may purchase, redeem or
otherwise acquire Equity Interests issued by it with the proceeds
received from the substantially concurrent issue of new shares of
its common stock or other common Equity Interests; and

     (d)  the Borrower may declare or pay cash dividends to its
stockholders and purchase, redeem or otherwise acquire for cash
Equity Interests issued by it; provided, that, (i) the aggregate
amount of all such dividends, purchases, redemptions and
acquisitions shall not exceed $15,000,000 in any given fiscal
year of the Borrower unless both immediately before and
immediately after making such payment the Consolidated Adjusted
Leverage Ratio is less than 2.50 to 1.00, and (ii) to the extent
any such dividend, purchase, redemption or acquisition would
cause the aggregate amount of all such Restricted Payments in any
fiscal year to exceed $15,000,000, the Borrower shall have
furnished to the Administrative Agent a certificate of a

<PAGE> 66

Responsible Officer, which certificate shall calculate the
Consolidated Adjusted Leverage Ratio both immediately before and
immediately after making such dividend, purchase, redemption or
and acquisition, as the case may be.

     7.07 Change in Nature of Business.  Engage in any material line
of  business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the date hereof
or  any business substantially related or incidental thereto.  In
furtherance  of the foregoing, the Borrower shall  at  all  times
cause,  (i)  the  amount  of revenues of  the  Borrower  and  its
Subsidiaries derived from Permitted Lines of Business  to  be  at
least sixty-six and two-thirds percent (66-2/3%) of the amount of
all revenues of the Borrower and its Subsidiaries, determined  in
each  case for the then most recently ended period of twelve (12)
fiscal months on a consolidated basis, or (ii) the net book value
of  assets of the Borrower and its Subsidiaries used in Permitted
Lines of Business to be at least sixty-six and two-thirds percent
(66-2/3%)  of the amount of the net book value of all  assets  of
the Borrower and its Subsidiaries, in each case determined as  of
the  end  of  then  most  recently  ended  calendar  month  on  a
consolidated basis.

     7.08 Transactions with Affiliates.  Enter into any transaction of
any kind with any Affiliate of the Borrower, whether or not in
the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Borrower or
such Subsidiary as would be obtainable by the Borrower or such
Subsidiary at the time in a comparable arm's length transaction
with a Person other than an Affiliate; provided that this Section
7.08 shall not prohibit the Borrower or any Subsidiary from
entering into or consummating any transaction contemplated by any
of the Permitted Affiliate Transactions (as defined in the Senior
Note Agreements).

     7.09 Burdensome Agreements.  Be a party to or enter into any
Contractual Obligation (including for this purpose, its
organizational documents) other than this Agreement, any other
Loan Document, the Senior Note Agreements or the Seaboard
Overseas Credit Facility (and refinancings or renewals thereof,
on the same or substantially similar terms)) that (a) limits the
ability (i) of any Subsidiary to make Restricted Payments to the
Borrower or to otherwise transfer property to the Borrower, (ii)
of any Subsidiary to Guarantee the Indebtedness of the Borrower
or (iii) of the Borrower or any Subsidiary to create, incur,
assume or suffer to exist Liens on property of such Person;
provided, however, that this clause (iii) shall not prohibit any
negative pledge incurred or provided in favor of any holder of
Indebtedness in respect of a capital lease, Synthetic Lease
Obligation or purchase money obligation for fixed or capital
assets solely to the extent any such negative pledge relates to
the property financed by or the subject of such Indebtedness; or
(b) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such
Person.

     7.10 Use of Proceeds.  Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such
purpose.

<PAGE> 67

     7.11 Acquisitions.  Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or
take any action to solicit the tender of securities or proxies in
respect thereof in order to effect any Acquisition, unless (i) no
Default or Event of Default shall have occurred and be continuing
either immediately prior to or immediately after giving effect to
such Acquisition and, if the Cost of Acquisition is in excess of
$50,000,000, the Borrower shall have furnished to the
Administrative Agent (A) pro forma historical financial
statements as of the end of the most recently completed fiscal
year of the Borrower and most recent interim fiscal quarter, if
applicable giving effect to such Acquisition and (B) a Compliance
Certificate prepared on a historical pro forma basis as of the
most recent date for which financial statements have been
furnished pursuant to Section 6.01(a) or (b) (or if no such
financial statements have been furnished, from the date of the
financial statements referred to in Section 5.05(b)) giving
effect to such Acquisition, which certificate shall demonstrate
that no Default or Event of Default would exist immediately after
giving effect thereto, (ii) the Person acquired shall be a
Subsidiary, or be merged into the Borrower or a Subsidiary,
immediately upon consummation of the Acquisition (or if assets
are being acquired, the acquiror shall be the Borrower or a
Subsidiary), and (iii) after giving effect to such Acquisition,
the aggregate Costs of Acquisition incurred in any fiscal year of
the Borrower shall not exceed $50,000,000 (on a noncumulative
basis, with the effect that amounts not incurred in any fiscal
year may not be carried forward to a subsequent period) unless,
both immediately before and immediately after making such
Acquisition, the Consolidated Adjusted Leverage Ratio is less
than 3.00 to 1.00.

     7.12 Financial Covenants.

     (a)   Consolidated Tangible Net Worth.  Permit  Consolidated
Tangible  Net Worth at any time to be less than the  sum  of  (i)
$507,000,000, and (ii) an amount equal to 25% of the Consolidated
Net  Income  earned  in  each full fiscal  quarter  ending  after
October  2,  2004 (with no deduction for a net loss in  any  such
fiscal quarter).

     (b)  Debt to Capitalization.  Permit Consolidated Funded
Indebtedness at any time to be greater than 50% of Consolidated
Total Capitalization.

     (c)  Consolidated Adjusted Leverage Ratio.  Permit the
Consolidated Adjusted Leverage Ratio at any time to be greater
than 3.50 to 1.00.

     7.13 Amendments to Senior Note Agreements and Seaboard Overseas
Credit Facility.

     Enter  into or suffer to exist any amendment or modification
(a)   to  the  amortization  schedule  or  prepayment  provisions
(excluding  the waiver of any prepayment premium or  penalty)  of
the  Indebtedness created under the Senior Note Agreements or the
Seaboard  Overseas Credit Facility or (b) to any other  terms  or
conditions  contained  in  the  Senior  Note  Agreements  or  the
Seaboard Overseas Credit Facility if such modification (i)  would
conflict with or be more restrictive than the terms or provisions
of this Agreement, (ii) would provide for collateral security for
such   Indebtedness  in  excess  of  that  provided  under   such
agreements  as  of  the  Closing Date,  (iii)  would  expand  any
negative pledge provision provided for therein, (iv) would  alter
any  provision  of the events of default under those  agreements,
(v) further limits, in any manner, Seaboard Overseas' ability  to
make  Restricted Payments, or (vi) would alter the

<PAGE> 68

advance  rates used in  the  definition of "Borrowing Base" under
the  Seaboard Overseas Credit Facility.


                          ARTICLE VIII.
                 EVENTS OF DEFAULT AND REMEDIES

     8.01 Events of Default.  Any of the following shall constitute an
Event of Default:

     (a)  Non-Payment.  The Borrower fails to pay (i) when and as
required  to be paid herein, any amount of principal of any  Loan
or  any  L/C Obligation, or (ii) within five days after the  same
becomes  due, any interest on any Loan or on any L/C  Obligation,
or  any  fee due hereunder, or (iii) within five days  after  the
same becomes due, any other amount payable hereunder or under any
other Loan Document; or

     (b)  Specific Covenants.  The Borrower fails to perform or
observe any term, covenant or agreement contained in any of
Sections 6.03, 6.10, or 6.11 or Article VII; or

     (c)  Other Defaults.  The Borrower fails to perform or observe
any other covenant or agreement (not specified in subsection (a)
or (b) above) contained in any Loan Document on its part to be
performed or observed and such failure continues for 10 days, in
the case of any failure under Sections 6.01 or 6.02, or 30 days,
in the case of any failure under other such covenant or
agreement, after the Borrower has knowledge thereof; or

     (d)  Representations and Warranties.  Any representation,
warranty, certification or statement of fact made or deemed made
by or on behalf of the Borrower herein, in any other Loan
Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material
respect when made or deemed made; or

     (e)  Cross-Default.  (i) The Borrower or any Subsidiary (A) fails
to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise, but
giving effect to any applicable grace or cure period) in respect
of (1) the Seaboard Overseas Credit Facility, (2) the Senior
Notes or (3) any other Indebtedness or Guarantee (other than
Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including undrawn committed
or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than
$10,000,000, or (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or
Guarantee (including but not limited to the Seaboard Overseas
Credit Facility and the Senior Notes) or contained in any
instrument or agreement evidencing, securing or relating thereto,
or any other event occurs, the effect of which default or other
event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or
to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its
stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there
occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of
default under such Swap

<PAGE> 69

Contract as to which the Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which the Borrower or
any Subsidiary is an Affected Party (as so defined) and, in either event,
the Swap Termination Value owed by the Borrower or such Subsidiary as a
result thereof is greater than $10,000,000; or

     (f)  Insolvency Proceedings, Etc.  The Borrower or any of its
Subsidiaries institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment
for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for
60 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and
continues undismissed or unstayed for 60 calendar days, or an
order for relief is entered in any such proceeding; or

     (g)  Inability to Pay Debts; Attachment.  (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is
issued or levied against all or any material part of the property
of any such Person and is not released, vacated or fully bonded
within 30 days after its issue or levy; or

     (h)  Judgments.  There is entered against the Borrower or any
Subsidiary (i) a final, non-appealable judgment or order for the
payment of money in an aggregate amount exceeding $50,000,000 (to
the extent coverage by any applicable independent third-party
insurer has been denied), or (ii) any one or more non-monetary
final, non-appealable judgments that have, or could reasonably be
expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, (A) enforcement proceedings
are commenced by any creditor upon such judgment or order; or (B)
there is a period of 30 consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

     (i)  ERISA.  (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Borrower under Title IV
of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $10,000,000, or (ii) the
Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan in an aggregate amount
in excess of the $10,000,000; or

     (j)  Invalidity of Loan Documents.  Any provision of any Loan
Document, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or
satisfaction in full of all the Obligations, ceases to be in full
force and effect; or the Borrower or any other Person contests in
any manner the validity or enforceability of any provision of any
Loan Document; or the Borrower denies that it has any or further
liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any provision of any Loan Document;
or

<PAGE> 70

     (k)  Change of Control.  There occurs any Change of Control.

     8.02 Remedies Upon Event of Default.  If any Event of Default
occurs and is continuing, the Administrative Agent shall, at  the
request  of,  or may, with the consent of, the Required  Lenders,
take any or all of the following actions:

     (a)  declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to  be
terminated,  whereupon such commitments and obligation  shall  be
terminated;

     (b)  declare the unpaid principal amount of all outstanding
Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower;

     (c)  require that the Borrower Cash Collateralize the L/C
Obligations (in an amount equal to the then Outstanding Amount
thereof); and

     (d)  exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan
Documents;

provided,  however,  that upon the occurrence  of  an  actual  or
deemed  entry of an order for relief with respect to the Borrower
under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to
make  L/C  Credit Extensions shall automatically  terminate,  the
unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and
payable, and the obligation of the Borrower to Cash Collateralize
the  L/C  Obligations  as  aforesaid shall  automatically  become
effective, in each case without further act of the Administrative
Agent or any Lender.

     8.03  Application of Funds.  After the exercise of  remedies
provided   for  in  Section  8.02  (or  after  the   Loans   have
automatically  become immediately due and  payable  and  the  L/C
Obligations  have  automatically  been  required   to   be   Cash
Collateralized as set forth in the proviso to Section 8.02),  any
amounts  received on account of the Obligations  shall be applied
by the Administrative Agent in the following order:

     First,  to  payment  of  that  portion  of  the  Obligations
constituting  fees,  indemnities,  expenses  and  other   amounts
(including  fees,  charges and disbursements of  counsel  to  the
Administrative  Agent  and  amounts payable  under  Article  III)
payable to the Administrative Agent in its capacity as such;

     Second,  to  payment  of  that portion  of  the  Obligations
constituting  fees,  indemnities and other  amounts  (other  than
principal and interest) payable to the Lenders and the L/C Issuer
(including   fees, charges and disbursements of  counsel  to  the
respective  Lenders and the L/C Issuer (including fees  and  time
charges for attorneys who may be employees of any Lender  or  the
L/C Issuer) and amounts payable under Article III), ratably among
them in proportion to the amounts described in this clause Second
payable to them;

<PAGE> 71

     Third,  to  payment  of  that  portion  of  the  Obligations
constituting  accrued  and  unpaid interest  on  the  Loans,  L/C
Borrowings  and other Obligations, ratably among the Lenders  and
the  L/C Issuer in proportion to the respective amounts described
in this clause Third payable to them;

     Fourth,  to  payment  of  that portion  of  the  Obligations
constituting  unpaid principal of the Loans and  L/C  Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them;

     Fifth,  to the Administrative Agent for the account  of  the
L/C Issuer, to Cash Collateralize that portion of L/C Obligations
comprised  of the aggregate undrawn amount of Letters of  Credit;
and

     Last, the balance, if any, after all of the Obligations have
been  indefeasibly paid in full, to the Borrower or as  otherwise
required by Law.

Subject  to  Section 2.03(c), amounts used to Cash  Collateralize
the  aggregate  undrawn amount of Letters of Credit  pursuant  to
clause  Fifth  above shall be applied to satisfy  drawings  under
such  Letters of Credit as they occur.  If any amount remains  on
deposit  as  Cash  Collateral after all Letters  of  Credit  have
either  been fully drawn or expired, such remaining amount  shall
be  applied  to the other Obligations, if any, in the  order  set
forth above.


                           ARTICLE IX.
                      ADMINISTRATIVE AGENT

     9.01 Appointment and Authority.  Each of the Lenders and the L/C
Issuer hereby irrevocably appoints Bank of America to act on  its
behalf as the Administrative Agent hereunder and under the  other
Loan  Documents and authorizes the Administrative Agent  to  take
such  actions  on its behalf and to exercise such powers  as  are
delegated  to  the Administrative Agent by the  terms  hereof  or
thereof,  together with such actions and powers as are reasonably
incidental  thereto.  The provisions of this Article  are  solely
for  the benefit of the Administrative Agent, the Lenders and the
L/C  Issuer, and the Borrower shall not have rights  as  a  third
party beneficiary of any of such provisions.

     9.02 Rights as a Lender.  The Person serving as the
Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent
and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder
in its individual capacity.  Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any
kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the
Lenders.

     9.03 Exculpatory Provisions.  The Administrative Agent shall not
have any duties or obligations except those expressly set forth
herein and in the other Loan Documents.  Without limiting the
generality of the foregoing, the Administrative Agent:

<PAGE> 72

     (a)   shall not be subject to any fiduciary or other implied
duties,  regardless  of whether a Default  has  occurred  and  is
continuing;

     (b)  shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise
as directed in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided
that the Administrative Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel, may
expose the Administrative Agent to liability or that is contrary
to any Loan Document or applicable law; and

     (c)  shall not, except as expressly set forth herein and in the
other Loan Documents, have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to
any of the Borrower or any of their respective Affiliates that is
communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.

     The  Administrative Agent shall not be liable for any action
taken  or not taken by it (i) with the consent or at the  request
of  the  Required Lenders (or such other number or percentage  of
the Lenders as shall be necessary, or as the Administrative Agent
shall  believe  in  good  faith shall  be  necessary,  under  the
circumstances as provided in Sections 10.01 and 8.02) or (ii)  in
the  absence  of its own gross negligence or willful  misconduct.
The Administrative Agent shall be deemed not to have knowledge of
any  Default unless and until notice describing such  Default  is
given  to  the Administrative Agent by the Borrower, a Lender  or
the L/C Issuer.

     The  Administrative  Agent shall not be responsible  for  or
have  any  duty  to ascertain or inquire into (i) any  statement,
warranty  or  representation made in or in connection  with  this
Agreement  or any other Loan Document, (ii) the contents  of  any
certificate,  report  or  other document delivered  hereunder  or
thereunder  or  in  connection herewith or therewith,  (iii)  the
performance or observance of any of the covenants, agreements  or
other  terms  or  conditions set forth herein or therein  or  the
occurrence  of  any  Default, (iv) the validity,  enforceability,
effectiveness  or genuineness of this Agreement, any  other  Loan
Document  or any other agreement, instrument or document  or  (v)
the  satisfaction  of any condition set forth in  Article  IV  or
elsewhere  herein,  other  than  to  confirm  receipt  of   items
expressly required to be delivered to the Administrative Agent.

     9.04 Reliance by Administrative Agent.  The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability
for  relying  upon,  any  notice, request, certificate,  consent,
statement,  instrument, document or other writing (including  any
electronic message, Internet or intranet website posting or other
distribution)  believed  by it to be genuine  and  to  have  been
signed,  sent  or otherwise authenticated by the  proper  Person.
The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by
the  proper Person, and shall not incur any liability for relying
thereon.   In determining compliance with any condition hereunder
to  the  making of a Loan, or the issuance of a Letter of Credit,
that  by  its  terms must be fulfilled to the satisfaction  of  a
Lender  or  the L/C Issuer, the Administrative Agent may  presume
that   such    condition   is   satisfactory   to   such   Lender

<PAGE> 73

or  the  L/C  Issuer unless  the  Administrative Agent shall have
received  notice  to  the  contrary  from  such Lender or the L/C
Issuer prior to  the making of  such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal
counsel  (who  may  be  counsel for  the  Borrower),  independent
accountants and  other experts  selected by  it, and shall not be
liable for  any  action taken  or  not  taken by it in accordance
with the advice  of  any such   counsel, accountants  or  experts.

     9.05 Delegation of Duties.  The Administrative Agent may perform
any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one
or more sub agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub agent may perform any and
all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory
provisions of this Article shall apply to any such sub agent and
to the Related Parties of the Administrative Agent and any such
sub agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.
9.06 Resignation of Administrative Agent; L/C Issuer.  Each of
the Administrative Agent and the L/C Issuer may at any time give
notice of its resignation to the Lenders, any other L/C Issuer
and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in
consultation with the Borrower so long as no Default exists, to
appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in
the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C
Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders
that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative
Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender
and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for
above in this Section.  Upon the acceptance of a successor's
appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall
be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged
therefrom as provided above in this Section).  The fees payable
by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor.  After the retiring
Administrative Agent's resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring
Administrative Agent, its sub agents and their respective Related
Parties

<PAGE> 74

in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as
Administrative Agent.

     Any  resignation by Bank of America as Administrative  Agent
pursuant to this Section shall also constitute its resignation as
L/C  Issuer  and  Swing Line Lender.  Upon the  acceptance  of  a
successor's  appointment as Administrative Agent  hereunder,  (a)
such successor shall succeed to and become vested with all of the
rights,  powers, privileges and duties of Bank of  America  as  a
retiring  L/C Issuer and Swing Line Lender, (b) Bank  of  America
shall be discharged from all its duties and obligations hereunder
or  under  the other Loan Documents as L/C Issuer and Swing  Line
Lender,  and (c) the successor L/C Issuer shall issue letters  of
credit  in  substitution  for  the Letters  of  Credit,  if  any,
outstanding  at  the  time  of  such  succession  or  make  other
arrangement satisfactory to Bank of America to effectively assume
the obligations of the Bank of America as L/C Issuer with respect
to the Letters of Credit issued by it.

     In  the  event of any dismissal or resignation by any  other
L/C  Issuer,  any Letters of Credit issued by such  retiring  L/C
Issuer  shall  remain outstanding until termination  pursuant  to
their  terms  and such retiring L/C Issuer shall retain  all  the
rights and obligations of an L/C Issuer hereunder with respect to
all  such Letters of Credit and all L/C Obligations with  respect
thereto (including the right to require the Lenders to make  Base
Rate  Committed Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)), but excluding the right  to
consent  to  Eligible Assignees and the obligation to  issue  new
Letters of Credit.

     9.07 Non-Reliance on Administrative Agent and Other Lenders.
Each  Lender  and  the  L/C  Issuer  acknowledges  that  it  has,
independently and without reliance upon the Administrative  Agent
or  any other Lender or any of their Related Parties and based on
such documents and information as it has deemed appropriate, made
its   own  credit  analysis  and  decision  to  enter  into  this
Agreement.  Each Lender and the L/C Issuer also acknowledges that
it   will,   independently   and  without   reliance   upon   the
Administrative Agent or any other Lender or any of their  Related
Parties  and based on such documents and information as it  shall
from  time  to  time deem appropriate, continue to make  its  own
decisions in taking or not taking action under or based upon this
Agreement,  any other Loan Document or any related  agreement  or
any document furnished hereunder or thereunder.

     9.08 No Other Duties, Etc.  Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers, Syndication
Agent or Documentation Agent listed on the cover page hereof
shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent, a Lender or
a L/C Issuer hereunder.

     9.09 Administrative Agent May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Borrower, the
Administrative Agent (irrespective of whether the principal of
any Loan or L/C Obligation shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

<PAGE> 75

     (a)   to file and prove a claim for the whole amount of  the
principal and interest owing and unpaid in respect of the  Loans,
L/C  Obligations  and all other Obligations that  are  owing  and
unpaid  and  to file such other documents as may be necessary  or
advisable  in  order to have the claims of the Lenders,  the  L/C
Issuer and the Administrative Agent (including any claim for  the
reasonable compensation, expenses, disbursements and advances  of
the  Lenders,  the  L/C Issuer and the Administrative  Agent  and
their respective agents and counsel and all other amounts due the
Lenders,  the  L/C  Issuer  and the  Administrative  Agent  under
Sections  2.03(i)  and  (j),  2.09 and  10.04)  allowed  in  such
judicial proceeding; and

     (b)  to collect and receive any monies or other property payable
or deliverable on any such claims and to distribute the same;

and  any  custodian,  receiver,  assignee,  trustee,  liquidator,
sequestrator  or  other similar official  in  any  such  judicial
proceeding is hereby authorized by each Lender and the L/C Issuer
to  make  such payments to the Administrative Agent and,  in  the
event  that the Administrative Agent shall consent to the  making
of  such payments directly to the Lenders and the L/C Issuer,  to
pay to the Administrative Agent any amount due for the reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Administrative Agent and its agents and counsel,  and  any  other
amounts  due  the  Administrative Agent under Sections  2.09  and
10.04.

     Nothing  contained herein shall be deemed to  authorize  the
Administrative  Agent to authorize or consent  to  or  accept  or
adopt  on  behalf  of any Lender or the L/C Issuer  any  plan  of
reorganization, arrangement, adjustment or composition  affecting
the  Obligations or the rights of any Lender or to authorize  the
Administrative  Agent to vote in respect  of  the  claim  of  any
Lender in any such proceeding.


                           ARTICLE X.
                          MISCELLANEOUS

     10.01      Amendments, Etc.  No amendment or waiver  of  any
provision  of this Agreement or any other Loan Document,  and  no
consent  to  any  departure by the Borrower therefrom,  shall  be
effective  unless in writing signed by the Required  Lenders  and
the  Borrower, and acknowledged by the Administrative Agent,  and
each  such  waiver  or  consent shall be effective  only  in  the
specific  instance and for the specific purpose for which  given;
provided,  however,  that no such amendment,  waiver  or  consent
shall:

     (a)  waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

     (b)  extend or increase the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender;

     (c)  postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each
Lender directly affected thereby;

<PAGE> 76

     (d)  reduce the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (v)
of the second proviso to this Section 10.01) any fees or other
amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required
Lenders shall be necessary (i) to amend the definition of
"Default Rate" or to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the Default Rate or (ii) to
amend any financial covenant hereunder (or any defined term used
therein) even if the effect of such amendment would be to reduce
the rate of interest on any Loan or L/C Borrowing or to reduce
any fee payable hereunder;

     (e)  change Section 2.13 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without
the written consent of each Lender;

     (f)  change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of
each Lender; or

and,  provided further, that (i) no amendment, waiver or  consent
shall, unless in writing and signed by the L/C Issuer in addition
to the Lenders required above, affect the rights or duties of the
L/C  Issuer under this Agreement or any Issuer Document  relating
to  any  Letter of Credit issued or to be issued by it;  (ii)  no
amendment, waiver or consent shall, unless in writing and  signed
by  the  Swing  Line Lender in addition to the  Lenders  required
above, affect the rights or duties of the Swing Line Lender under
this  Agreement;  (iii) no amendment, waiver  or  consent  shall,
unless  in  writing  and  signed by the Administrative  Agent  in
addition  to  the Lenders required above, affect  the  rights  or
duties  of the Administrative Agent under this Agreement  or  any
other  Loan  Document; (iv) Section 10.06(h) may not be  amended,
waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by an  SPC
at  the time of such amendment, waiver or other modification; and
(v)  the  Fee  Letter  may be amended, or  rights  or  privileges
thereunder  waived,  in a writing executed only  by  the  parties
thereto.   Notwithstanding anything to the  contrary  herein,  no
Defaulting  Lender shall have any right to approve or  disapprove
any  amendment,  waiver  or consent hereunder,  except  that  the
Commitment  of  such  Lender may not  be  increased  or  extended
without the consent of such Lender.

     10.02     Notices; Effectiveness; Electronic Communication.

     (a)  Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone  (and
except  as  provided in subsection (b) below),  all  notices  and
other communications provided for herein shall be in writing  and
shall  be delivered by hand or overnight courier service,  mailed
by certified or registered mail or sent by telecopier as follows,
and  all  notices  and  other communications expressly  permitted
hereunder  to  be  given  by  telephone  shall  be  made  to  the
applicable telephone number, as follows:

          (i)  if to the Borrower, the Administrative Agent, the L/C Issuer
     or the Swing Line Lender, to the address, telecopier number,
     electronic mail address or telephone number specified for such
     Person on Schedule 10.02; and

<PAGE> 77

          (ii) if to any other Lender, to the address, telecopier number,
     electronic mail address or telephone number specified in its
     Administrative Questionnaire.

Notices  sent by hand or overnight courier service, or mailed  by
certified or registered mail, shall be deemed to have been  given
when received; notices sent by telecopier shall be deemed to have
been  given  when sent (except that, if not given  during  normal
business  hours for the recipient, shall be deemed to  have  been
given at the opening of business on the next business day for the
recipient).   Notices delivered through electronic communications
to  the  extent  provided  in  subsection  (b)  below,  shall  be
effective as provided in such subsection (b).

     (b)  Electronic Communications.  Notices and other communications
to  the Lenders and the L/C Issuer hereunder may be delivered  or
furnished  by  electronic communication  (including  e  mail  and
Internet or intranet websites) pursuant to procedures approved by
the  Administrative Agent,  provided that the foregoing shall not
apply  to  notices  to any Lender or the L/C Issuer  pursuant  to
Article  II if such Lender or the L/C Issuer, as applicable,  has
notified  the  Administrative  Agent  that  it  is  incapable  of
receiving notices under such Article by electronic communication.
The  Administrative Agent or the Borrower may, in its discretion,
agree  to accept notices and other communications to it hereunder
by  electronic communications pursuant to procedures approved  by
it,  provided that approval of such procedures may be limited  to
particular notices or communications.

     Unless  the  Administrative Agent otherwise prescribes,  (i)
notices and other communications sent to an e-mail address  shall
be   deemed   received   upon  the   sender's   receipt   of   an
acknowledgement  from  the intended recipient  (such  as  by  the
"return receipt requested" function, as available, return  e-mail
or  other written acknowledgement), provided that if such  notice
or  other  communication is not sent during the  normal  business
hours  of  the recipient, such notice or communication  shall  be
deemed  to have been sent at the opening of business on the  next
business   day   for   the  recipient,  and   (ii)   notices   or
communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient
at its e-mail address as described in the foregoing clause (i) of
notification  that such notice or communication is available  and
identifying the website address therefor.

     (c)   Change  of  Address, Etc.  Each of the  Borrower,  the
Administrative  Agent, the L/C Issuer and the Swing  Line  Lender
may  change  its  address,  telecopier or  telephone  number  for
notices and other communications hereunder by notice to the other
parties  hereto.   Each  other Lender  may  change  its  address,
telecopier   or   telephone  number   for   notices   and   other
communications   hereunder  by  notice  to  the   Borrower,   the
Administrative Agent, the L/C Issuer and the Swing Line Lender.

     (d)  Reliance by Administrative Agent, L/C Issuer and Lenders.
The Administrative Agent, the L/C Issuer and the Lenders shall be
entitled to rely and act upon any notices (including telephonic
Committed Loan Notices and Swing Line Loan Notices) believed in
good faith to have been given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of
them from all losses, costs, expenses and

<PAGE> 78

liabilities resulting from the reliance by such Person on each
notice ) believed in good faith to have been given by or on behalf
of the Borrower. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby
consents to such recording.

     10.03     No Waiver; Cumulative Remedies.  No failure by any
Lender,  the L/C Issuer or the Administrative Agent to  exercise,
and no delay by any such Person in exercising, any right, remedy,
power  or  privilege hereunder shall operate as a waiver thereof;
nor  shall  any single or partial exercise of any right,  remedy,
power  or  privilege  hereunder preclude  any  other  or  further
exercise  thereof  or  the exercise of any other  right,  remedy,
power  or privilege.  The rights, remedies, powers and privileges
herein  provided are cumulative and not exclusive of any  rights,
remedies, powers and privileges provided by law.

     10.04     Expenses; Indemnity; Damage Waiver.

     (a)   Costs  and Expenses.  The Borrower shall pay  (i)  all
reasonable  out of pocket expenses incurred by the Administrative
Agent  and its Affiliates (including the reasonable fees, charges
and  disbursements of counsel for the Administrative  Agent),  in
connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and
administration  of  this Agreement and the other  Loan  Documents
(which in the case of administration shall be expenses which  are
consistent  with  practices  and activities  that  are  generally
accepted   and  customary  for  administrative  agents   in   the
syndicated  loan  market)  or  any amendments,  modifications  or
waivers  of the provisions hereof or thereof (whether or not  the
transactions   contemplated   hereby   or   thereby   shall    be
consummated), (ii) all reasonable out of pocket expenses incurred
by  the  L/C  Issuer in connection with the issuance,  amendment,
renewal  or  extension of any Letter of Credit or any demand  for
payment  thereunder and (iii) all out of pocket expenses incurred
by  the  Administrative  Agent, any  Lender  or  the  L/C  Issuer
(including the fees, charges and disbursements of any counsel for
the  Administrative  Agent, any Lender or the  L/C  Issuer),  and
shall  pay  all fees and time charges for attorneys  who  may  be
employees  of  the Administrative Agent, any Lender  or  the  L/C
Issuer, in connection with the enforcement or protection  of  its
rights  (A) in connection with this Agreement and the other  Loan
Documents,  including its rights under this Section,  or  (B)  in
connection  with  the  Loans made or  Letters  of  Credit  issued
hereunder,  including  all such out of pocket  expenses  incurred
during  any workout, restructuring or negotiations in respect  of
such Loans or Letters of Credit.

     (b)  Indemnification by the Borrower.  The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof),
each Lender and the L/C Issuer, and each Related Party of any of
the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any
counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any
Indemnitee, incurred by any Indemnitee or asserted against any
Indemnitee by any third party or by the Borrower arising out of,
in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of

<PAGE> 79

Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer to honor a demand for payment under
a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower, and
regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted
from such Indemnitee's gross negligence, willful misconduct or
breach in bad faith of such Indemnitee's obligations hereunder or
under any other Loan Document.

     (c)  Reimbursement by Lenders.  To the extent that the Borrower
for any reason fails to indefeasibly pay any amount required
under subsection (a) or (b) of this Section to be paid by it to
the Administrative Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may
be, such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-
agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity.  The obligations of the Lenders
under this subsection (c) are subject to the provisions of
Section 2.12(d).

     (d)  Waiver of Consequential Damages, Etc.  To the fullest extent
permitted by applicable law, the Borrower shall assert, and
hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof.  No
Indemnitee referred to in subsection (b) above shall be liable
for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through
telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby,
except in the event of gross negligence, willful misconduct or
breach in bad faith by such Indemnitee of this Agreement or any
other Loan Document, as determined by a court of competent
jurisdiction in a final and nonappealable judgment.

     (e)  Payments.  All amounts due under this Section shall be
payable not later than ten Business Days after demand therefor.

<PAGE> 80

     (f)  Survival.  The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the
replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all
the other Obligations.

     10.05     Payments Set Aside.  To the extent that any payment by
or on behalf of the Borrower is made to the Administrative Agent,
the  L/C  Issuer or any Lender, or the Administrative Agent,  the
L/C  Issuer or any Lender exercises its right of setoff, and such
payment  or  the proceeds of such setoff or any part  thereof  is
subsequently   invalidated,  declared   to   be   fraudulent   or
preferential,  set aside or required (including pursuant  to  any
settlement  entered  into by the Administrative  Agent,  the  L/C
Issuer  or  such  Lender in its discretion) to  be  repaid  to  a
trustee,  receiver  or any other party, in  connection  with  any
proceeding under any Debtor Relief Law or otherwise, then (a)  to
the  extent  of  such recovery, the obligation  or  part  thereof
originally  intended  to  be  satisfied  shall  be  revived   and
continued  in  full force and effect as if such payment  had  not
been  made  or such setoff had not occurred, and (b) each  Lender
and  the L/C Issuer severally agrees to pay to the Administrative
Agent  upon demand its applicable share (without duplication)  of
any  amount  so  recovered from or repaid by  the  Administrative
Agent, plus interest thereon from the date of such demand to  the
date  such  payment  is made at a rate per  annum  equal  to  the
applicable  Federal Funds Rate from time to time in effect.   The
obligations of the Lenders and the L/C Issuer under clause (b) of
the  preceding sentence shall survive the payment in full of  the
Obligations and the termination of this Agreement.

     10.06     Successors and Assigns.

     (a)  Successors and Assigns Generally.  The provisions of this
Agreement shall be binding upon and inure to the benefit  of  the
parties  hereto  and  their  respective  successors  and  assigns
permitted  hereby,  except that the Borrower may  not  assign  or
otherwise  transfer  any of its rights or  obligations  hereunder
without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of
its  rights  or obligations hereunder except (i) to  an  Eligible
Assignee in accordance with the provisions of subsection  (b)  of
this Section, (ii) by way of participation in accordance with the
provisions  of subsection (d) of this Section, (iii)  by  way  of
pledge  or  assignment  of  a security interest  subject  to  the
restrictions of subsection (f) of this Section, or (iv) to an SPC
in  accordance  with  the provisions of subsection  (h)  of  this
Section  (and any other attempted assignment or transfer  by  any
party hereto shall be null and void).  Nothing in this Agreement,
expressed  or  implied, shall be construed  to  confer  upon  any
Person   (other   than  the  parties  hereto,  their   respective
successors  and  assigns permitted hereby,  Participants  to  the
extent  provided in subsection (d) of this Section  and,  to  the
extent expressly contemplated hereby, the Related Parties of each
of  the Administrative Agent, the L/C Issuer and the Lenders) any
legal  or equitable right, remedy or claim under or by reason  of
this Agreement.

     (b)  Assignments by Lenders.  Any Lender may at any time assign
to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion
of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that

<PAGE> 81

          (i)  except in the case of an assignment of the entire remaining
     amount of the assigning Lender's Commitment and the Loans at the
     time owing to it or in the case of an assignment to a Lender or
     an Affiliate of a Lender or an Approved Fund with respect to a
     Lender, the aggregate amount of the Commitment (which for this
     purpose  includes Loans outstanding thereunder) or,  if  the
     Commitment  is not then in effect, the principal outstanding
     balance of the Loans of the assigning Lender subject to each such
     assignment,  determined as of the date  the  Assignment  and
     Assumption with respect to such assignment is delivered to the
     Administrative Agent or, if "Trade Date" is specified in the
     Assignment and Assumption, as of the Trade Date, shall not be
     less than $5,000,000 unless each of the Administrative Agent and,
     so long as no Event of Default has occurred and is continuing,
     the Borrower otherwise consents (each such consent not to be
     unreasonably withheld or delayed);

          (ii) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and
     obligations under this Agreement with respect to the Loans or the
     Commitment assigned, except that this clause (ii) shall not apply
     to rights in respect of Swing Line Loans;

          (iii)     any assignment of a Commitment must be approved by the
     Administrative Agent, the L/C Issuer and the Swing Line Lender
     unless the Person that is the proposed assignee is itself a
     Lender (whether or not the proposed assignee would otherwise
     qualify as an Eligible Assignee);

          (iv) the parties to each assignment shall execute and deliver to
     the Administrative Agent an Assignment and Assumption, together
     with a processing and recordation fee of $3,500, and the Eligible
     Assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative
Agent  pursuant to subsection (c) of this Section, from and after
the  effective date specified in each Assignment and  Assumption,
the  Eligible  Assignee  thereunder shall  be  a  party  to  this
Agreement  and,  to the extent of the interest assigned  by  such
Assignment and Assumption, have the rights and obligations  of  a
Lender  under this Agreement, and the assigning Lender thereunder
shall,  to the extent of the interest assigned by such Assignment
and  Assumption,  be  released from its  obligations  under  this
Agreement  (and,  in  the  case of an Assignment  and  Assumption
covering  all  of  the assigning Lender's rights and  obligations
under  this  Agreement, such Lender shall cease  to  be  a  party
hereto)  but  shall continue to be entitled to  the  benefits  of
Sections  3.01, 3.04, 3.05, and 10.04 with respect to  facts  and
circumstances  occurring  prior to the  effective  date  of  such
assignment.   Upon request, the Borrower (at its  expense)  shall
execute  and  deliver  a  Note  to  the  assignee  Lender.    Any
assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be
treated  for purposes of this Agreement as a sale by such  Lender
of  a  participation in such rights and obligations in accordance
with subsection (d) of this Section.

     (c)  Register.  The Administrative Agent, acting solely for this
purpose  as  an  agent  of the Borrower, shall  maintain  at  the
Administrative  Agent's  Office  a copy of  each  Assignment  and
Assumption delivered to it and a register for the recordation  of
the  names and addresses of

<PAGE> 82

the Lenders, and the Commitments of, and principal amounts of the
Loans and L/C Obligations owing to, each  Lender  pursuant to the
terms hereof from time to time  (the "Register").  The entries in
the  Register  shall  be  conclusive,  and  the   Borrower,   the
Administrative Agent and the Lenders  may treat each Person whose
name is recorded in the Register pursuant to  the terms hereof as
a   Lender   hereunder   for   all  purposes of  this  Agreement,
notwithstanding notice to  the  contrary.   The  Register   shall
be  available for  inspection  by  each  of  the Borrower and the
L/C Issuer at any reasonable time  and  from  time to  time  upon
reasonable prior notice.  In addition, at any time that a request
for a consent for a material or substantive  change to  the  Loan
Documents is pending, any Lender wishing  to consult  with  other
Lenders  in  connection therewith  may  request  and receive from
the Administrative Agent a copy of the Register.

     (d)  Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any financial institution (other
than a natural person or the Borrower or any of the Borrower's
Affiliates or Subsidiaries) (each, a "Participant") in all or a
portion of such Lender's rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or
the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that
(i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent, the Lenders and
the L/C Issuer shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and
obligations under this Agreement.

     Any agreement or instrument pursuant to which a Lender sells
such  a participation shall provide that such Lender shall retain
the  sole  right  to enforce this Agreement and  to  approve  any
amendment,  modification  or waiver of  any   provision  of  this
Agreement; provided that such agreement or instrument may provide
that   such  Lender  will  not,  without  the  consent   of   the
Participant, agree to any amendment, waiver or other modification
described  in clauses (c) or (d) of the first proviso to  Section
10.01  that affects such Participant.  Subject to subsection  (e)
of  this Section, the Borrower agrees that each Participant shall
be  entitled to the benefits of Sections 3.01, 3.04 and  3.05  to
the  same  extent  as if it were a Lender and  had  acquired  its
interest  by  assignment  pursuant  to  subsection  (b)  of  this
Section.   To the extent permitted by law, each Participant  also
shall  be entitled to the benefits of Section 10.08 as though  it
were a Lender, provided such Participant agrees to be subject  to
Section 2.13 as though it were a Lender.

     (e)  Limitation upon Participant Rights.  A Participant shall not
be  entitled to receive any greater payment under Section 3.01 or
3.04  than  the  applicable Lender would have  been  entitled  to
receive   with  respect  to  the  participation  sold   to   such
Participant,  unless  the  sale  of  the  participation  to  such
Participant  is  made with the Borrower's prior written  consent.
In  addition and without limitation of the foregoing sentence,  a
Participant  that would be a Foreign Lender if it were  a  Lender
shall not be entitled to the benefits of Section 3.01 unless  the
Borrower   is  notified  of  the  participation  sold   to   such
Participant and such Participant agrees, for the benefit  of  the
Borrower,  to  comply with Section 3.01(e) and  Section  3.06  as
though it were a Lender.

     (f)  Certain Pledges.  Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights
under this Agreement (including under its Note(s), if any) to
secure obligations of such Lender, including any pledge or
assignment to secure obligations to a

<PAGE> 83

Federal Reserve Bank; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

     (g)  Electronic Execution of Assignments.  The words "execution,"
"signed," "signature," and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic
Transactions Act.

     (h)  Special Purpose Funding Vehicles.  Notwithstanding anything
to the contrary contained herein, any Lender (a "Granting
Lender") may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower (an "SPC")
the option to provide all or any part of any Committed Loan that
such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to fund any Committed
Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Committed Loan,
the Granting Lender shall be obligated to make such Committed
Loan pursuant to the terms hereof or, if it fails to do so, to
make such payment to the Administrative Agent as is required
under Section 2.12(b)(ii).  Each party hereto hereby agrees that
(i) neither the grant to any SPC nor the exercise by any SPC of
such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this
Agreement (including its obligations under Section 3.04), (ii) no
SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be
liable, and (iii) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the
lender of record hereunder.  The making of a Committed Loan by an
SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, and as if, such Committed Loan were made by
such Granting Lender.  In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding
commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting
against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the
United States or any State thereof.  Notwithstanding anything to
the contrary contained herein, any SPC may (i) with notice to,
but without prior consent of the Borrower and the Administrative
Agent and with the payment of a processing fee of $3,500, assign
all or any portion of its right to receive payment with respect
to any Committed Loan to the Granting Lender and (ii) disclose on
a confidential basis any non-public information relating to its
funding of Committed Loans to any rating agency, commercial paper
dealer or provider of any surety or Guarantee or credit or
liquidity enhancement to such SPC.

     (i)  Resignation as L/C Issuer or Swing Line Lender after
Assignment.  Notwithstanding anything to the contrary contained
herein, if at any time Bank of America assigns all of its
Commitment and Loans pursuant to subsection (b) above, Bank of
America

<PAGE> 84

may, (i) upon 30 days' notice to   the   Borrower   and   the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to
the Borrower, resign as Swing Line Lender.  In the event of any
such resignation as L/C Issuer or Swing Line Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swing Line Lender hereunder; provided, however,
that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be.  If Bank of America
resigns as L/C Issuer, it shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all
Letters of Credit issued by it and outstanding as of the
effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto (including the right to require
the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate
Committed Loans or fund risk participations in outstanding Swing
Line Loans pursuant to Section 2.04(c).

     10.07     Treatment of Certain Information; Confidentiality.
Each  of the Administrative Agent, the Lenders and the L/C Issuer
agrees  to  maintain the confidentiality of the  Information  (as
defined below), except that Information may be disclosed  (a)  to
its   Affiliates  and  to  its  and  its  Affiliates'  respective
partners,  directors, officers, employees, agents,  advisors  and
representatives  (it being understood that the  Persons  to  whom
such  disclosure  is  made will be informed of  the  confidential
nature   of   such  Information  and  instructed  to  keep   such
Information  confidential), (b) to the extent  requested  by  any
regulatory  authority  purporting to have  jurisdiction  over  it
(including  any self-regulatory authority, such as  the  National
Association  of  Insurance  Commissioners),  (c)  to  the  extent
required by applicable laws or regulations or by any subpoena  or
similar  legal  process, (d) to any other party  hereto,  (e)  in
connection with the exercise of any remedies hereunder  or  under
any  other Loan Document or any action or proceeding relating  to
this  Agreement or any other Loan Document or the enforcement  of
rights  hereunder  or  thereunder, (f) subject  to  an  agreement
containing  provisions substantially the same as  those  of  this
Section,  to  (i)  any  assignee of or  Participant  in,  or  any
prospective assignee of or Participant in, any of its  rights  or
obligations   under  this  Agreement  or  (ii)  any   actual   or
prospective  counterparty  (or  its  advisors)  to  any  swap  or
derivative   transaction  relating  to   a   Borrower   and   its
obligations, (g) with the consent of the Borrower or (h)  to  the
extent such Information (x) becomes publicly available other than
as  a result of a breach of this Section or (y) becomes available
to the Administrative Agent, any Lender, the L/C Issuer or any of
their  respective Affiliates on a nonconfidential  basis  from  a
source other than the Borrower.

     For  purposes  of  this  Section,  "Information"  means  all
information received from the Borrower or any Subsidiary relating
to  the  Borrower  or any Subsidiary or any of  their  respective
businesses, other than any such information that is available  to
the  Administrative  Agent, any Lender or the  L/C  Issuer  on  a
nonconfidential basis prior to disclosure by the Borrower or  any
Subsidiary,  provided  that, in the case of information  received
from  the Borrower or any Subsidiary after the date hereof,  such
information  is  clearly identified at the time  of  delivery  as
confidential.     Any   Person   required   to    maintain    the
confidentiality of Information as provided in this Section  shall
be  considered to have complied with its obligation to do  so  if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person  would  accord
to its own confidential information.

<PAGE> 85

     10.08     Right of Setoff.  If an Event of Default shall have
occurred and be continuing, each Lender, the L/C Issuer and  each
of  their respective Affiliates is hereby authorized at any  time
and  from  time  to  time,  to the fullest  extent  permitted  by
applicable  law,  to  set  off and apply  any  and  all  deposits
(general  or  special, time or demand, provisional or  final,  in
whatever  currency)  at any time held and other  obligations  (in
whatever  currency)  at any time owing by such  Lender,  the  L/C
Issuer  or any such Affiliate to or for the credit or the account
of  the  Borrower against any and all of the obligations  of  the
Borrower  now or hereafter existing under this Agreement  or  any
other   Loan   Document  to  such  Lender  or  the  L/C   Issuer,
irrespective  of  whether or not such Lender or  the  L/C  Issuer
shall have made any demand under this Agreement or any other Loan
Document  and  although such obligations of the Borrower  may  be
contingent or unmatured or are owed to a branch or office of such
Lender  or  the  L/C Issuer different from the branch  or  office
holding  such  deposit  or obligated on such  indebtedness.   The
rights  of  each  Lender,  the L/C Issuer  and  their  respective
Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the
L/C  Issuer or their respective Affiliates may have.  Each Lender
and  the  L/C  Issuer  agrees  to notify  the  Borrower  and  the
Administrative   Agent  promptly  after  any  such   setoff   and
application, provided that the failure to give such notice  shall
not affect the validity of such setoff and application.

     10.09     Interest Rate Limitation.  Notwithstanding anything to
the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law
(the "Maximum Rate").  If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of
the Loans or, if it exceeds such unpaid principal, refunded to
the Borrower.  In determining whether the interest contracted
for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is
not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

     10.10     Counterparts; Integration; Effectiveness.  This
Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement and the other
Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating
to the subject matter hereof.  Except as provided in Section
4.01, this Agreement shall become effective when it shall have
been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the
other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

     10.11     Survival of Representations and Warranties.  All
representations and warranties made hereunder and in any other
Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof.  Such representations
and warranties have been or will be relied

<PAGE> 86

upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent
or any Lender may have had notice or knowledge of any Default at
the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of
Credit shall remain outstanding.

     10.12     Severability.  If any provision of this Agreement or
the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

     10.13     Replacement of Lenders.  If any Lender requests
compensation under Section 3.04, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender is a Defaulting Lender, then the Borrower may,
at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section
10.06), all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an assignee that
shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:

     (a)  the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 10.06(b);

     (b)  such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);

     (c)  in the case of any such assignment resulting from a claim
for compensation under Section 3.04 or payments required to be
made pursuant to Section 3.01, such assignment will result in a
reduction in such compensation or payments thereafter; and

     (d)  such assignment does not conflict with applicable Laws.

     A  Lender  shall not be required to make any such assignment
or  delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower  to
require such assignment and delegation cease to apply.

<PAGE> 87

     10.14     Governing Law; Jurisdiction; Etc.

     (a)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (b)  SUBMISSION TO JURISDICTION.  THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.

     (c)  WAIVER OF VENUE.  THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.

     (d)  SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS
TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.

     10.15      Waiver  of Jury Trial.  EACH PARTY HERETO  HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  ANY  RIGHT  IT  MAY HAVE TO A TRIAL BY JURY  IN  ANY  LEGAL
PROCEEDING  DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING  TO
THIS  AGREEMENT  OR ANY OTHER LOAN DOCUMENT OR  THE  TRANSACTIONS
CONTEMPLATED  HEREBY OR

<PAGE> 88

THEREBY (WHETHER BASED ON CONTRACT,  TORT OR  ANY  OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT  NO  REPRESENTATIVE,   AGENT
OR  ATTORNEY  OF  ANY  OTHER  PERSON  HAS REPRESENTED,  EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,  IN  THE EVENT OF
LITIGATION,   SEEK   TO   ENFORCE  THE  FOREGOING WAIVER  AND (B)
ACKNOWLEDGES  THAT  IT  AND  THE  OTHER  PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY,  AMONG  OTHER  THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.

     10.16     USA PATRIOT Act Notice.  Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Act"), it is required to obtain, verify and record
information that identifies the Borrower, which information
includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with
the Act.

<PAGE> 89

IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement to be duly executed as of the date first above written.

                              SEABOARD CORPORATION

                              By:    /s/ Robert L. Steer
                              Name:  Robert L. Steer
                              Title: Senior Vice President, Chief Financial
                                     Officer and Treasurer
<PAGE> S-1


                              BANK OF AMERICA, N.A., as
                              Administrative Agent

                              By:    /s/ Joan Mok
                              Name:  Joan Mok
                              Title: Assistan Vice President

<PAGE> S-2

                              BANK OF AMERICA, N.A., as a Lender,
                              a L/C Issuer and Swing Line Lender

                              By:    /s/ David L. Catherall
                              Name:  David L. Catherall
                              Title: Vice President

<PAGE> S-3

                              THE BANK OF NOVA SCOTIA
                              ATLANTA AGENCY

                              By:    /s/ N. Bell
                              Name:  N. Bell
                              Title: Senior Manager

<PAGE> S-4

                              HARRIS TRUST AND SAVINGS BANK

                              By:    /s/ John R. Carley
                              Name:  John R. Carley
                              Title: Vice President

<PAGE> S-5

                              THE BANK OF NEW YORK

                              By:    /s/ Mark O'Connor
                              Name:  Mark O'Connor
                              Title: Vice President

<PAGE> S-6

                              SUNTRUST BANK

                              By:    /s/ Hugh E. Brown
                              Name:  Hugh E. Brown
                              Title: Vice President

<PAGE> S-7

                              COOPERATIEVE  CENTRALE  RAIFFEISEN-
                              BOERENLEENBANK,   B.A.,   "RABOBANK
                              INTERNATIONAL", NEW YORK BRANCH

                              By:    /s/ James V. Kenwood
                              Name:  James V. Kenwood
                              Title: Vice President


                              By:    /s/ Rebecca O. Morrow
                              Name:  Rebecca O. Morrow
                              Title: Executive Director

<PAGE> S-8

                              U.S.   AGBANK,  FCB,  AS  DISCLOSED
                              AGENT

                              By:    /s/ Travis W. Ball
                              Name:  Travis W. Ball
                              Title: Vice President

<PAGE> S-9






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>ex10_10.txt
<DESCRIPTION>SEABOARD CORPORATION RETIREE MEDICAL BENEFIT PLAN DATED MARCH 4, 2005
<TEXT>

                                                    Exhibit 10.10


        SEABOARD CORPORATION RETIREE MEDICAL BENEFIT PLAN


                            ARTICLE I.
                             PURPOSE

     This  Seaboard Corporation Retiree Medical Benefit  Plan  is
established by Seaboard Corporation effective March 4, 2005.  The
primary  purpose of this Plan is to provide medical benefits  not
otherwise provided under the Seaboard Corporation Health Plan  to
certain  individuals  who  have  rendered  valuable  services  to
Seaboard Corporation.

                           ARTICLE II.
                           DEFINITIONS

      For  purposes of this Plan, the following words and phrases
shall have the meaning indicated below.

      2.1  "Benefits" means the insured medical benefits provided
through this Plan.

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

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

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

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

           (d) The  acquisition  by  any person or entity  (other
than  by  any  descendant of Otto Bresky,  Senior  or  any  trust
established primarily for the benefit of any descendant  of  Otto
Bresky,  Senior)  of  more  than 50%  of  either  the  membership
interests or the combined voting power of Seaboard Flour, LLC.

      2.3  "COBRA"  means the Consolidated Omnibus Reconciliation
Act  of  1985  as  amended from time to time and the  regulations
thereunder.

      2.4  "Committee"  means the committee that administers this
Plan pursuant to Article V.

<PAGE>

      2.5  "Company"   means  Seaboard  Corporation,  a  Delaware
corporation, and its successors and assigns.

      2.6  "Company  Health Plan" means the Seaboard  Corporation
Health Plan as from time to time amended.

      2.7  "Dependent"   means  an unmarried  child  (natural  or
adopted)  of  an  Eligible Employee or  of  a  deceased  Eligible
Employee provided such unmarried child is either:

           (a) under 19 years of age and dependent on the Eligible
Employee (if living) for support and maintenance; or

           (b) over  19 years of age and under 25 years  of  age,
dependent  on the Eligible Employee (if living) for  support  and
maintenance,  and enrolled as a full-time student (as  determined
by  the educational institution) at a high school or licensed  or
accredited school of higher learning; or

           (c) over  19 years of age, primarily supported by  the
Eligible  Employee  (if living) and incapable of  self-sustaining
employment by reason of mental or physical handicap.

      2.8  "Effective  Date" means March 4, 2005, the  date  this
Plan is effective.

      2.9  "Eligible   Employee"  means  an  Employee  or  former
Employee  described in Section 3.1 who is eligible  to  become  a
Participant upon satisfying the requirements for participation as
set forth herein.

      2.10 "Employee" means an employee of the Employer.

      2.11 "Employer"   means the Company and any  subsidiary  or
affiliate of the Company that participates in this Plan with  the
consent of the Company and employs the Eligible Employee.

      2.12 "Family   Member" means (a) a person  who  is  legally
married to (and not legally separated from) a Participant who  is
an  Eligible Employee, and (b) any Dependant of a Participant who
is  an  Eligible Employee.  Family Member also means (a) a person
who  is  legally married to (and not legally separated  from)  an
Eligible  Employee at the time of the Eligible  Employee's  death
(whether  or not such death occurs prior to the time the Eligible
Employee  becomes  a Participant), and (b) any  Dependant  of  an
Eligible  Employee at the time of the Eligible  Employee's  death
(whether  or not such death occurs prior to the time the Eligible
Employee  becomes a Participant); provided, however, a  Dependant
who  is  a child of a deceased Eligible Employee shall not  be  a
Family  Member  on and after the date such Dependant  attains  19
years  of age except that such Dependant will be a Family  Member
at  any time or times such Dependant is (a) under 25 years of age
and  enrolled  as  a  full-time student  (as  determined  by  the
educational  institution)  at  a  high  school  or  licensed   or
accredited school of higher learning, or (b) incapable  of  self-
sustaining  employment by reason of mental or physical  handicap.
If  an  Eligible Employee ceases to be an Eligible Employee under
the  provisions  of  Section 3.2, then  any  Family  Member  with
respect to such Eligible Employee shall thereupon cease to  be  a
Family

<PAGE> 2

Member and no individual shall thereafter become a Family  Member
with respect to such Eligible Employee.

      2.13 "Medicare"  means the program of medical care benefits
provided  under Title XIX of the Social Security Act of 1965,  as
amended from time to time.

      2.14 "Participant"  means an Eligible Employee or a  Family
Member who receives Benefits under this Plan.

      2.15 "Plan"  means the Seaboard Corporation Retiree Medical
Benefit Plan as set forth herein and as from time to time amended
to  the extent permitted hereunder with respect to any particular
individual.

                           ARTICLE III.
                          PARTICIPATION

      3.1  Eligibility.  All Employees whose names are listed  on
Addendum A attached to this Plan are Eligible Employees as of the
Effective  Date.   Any  other Employee of the  Company  or  other
Employer  will  be  an  Eligible Employee  if  such  Employee  is
specifically designated as an Eligible Employee in writing signed
by  the Chief Executive Officer of the Company and attached as an
addendum  to this Plan.  Once an Employee is an Eligible Employee
the  Employee  will remain an Eligible Employee (even  though  no
longer an Employee) except as otherwise provided in Section 3.2.

      3.2  Loss   of   Eligibility.   If   an  Eligible  Employee
unlawfully  converts  to his or her direct or  indirect  personal
benefit  a  material amount of funds of the  Company  or  of  any
subsidiary  or  affiliate  of  the Company,  then  such  Eligible
Employee shall cease to be an Eligible Employee as of the date of
such conversion.

      3.3  Age   and  Service  Conditions  for  Participation  of
Eligible Employee -- General Rule.  An Eligible Employee may  not
become  a Participant unless he or she has both (i) attained  age
50,  and  (ii) completed at least 15 calendar years of continuous
service  as  an Employee of the Employer or of any  affiliate  or
subsidiary of the Employer.

      3.4  Age   and  Service  Conditions  for  Participation  of
Eligible Employee -- Exceptions.  An Eligible Employee may become
a  Participant  without  having satisfied  the  age  and  service
conditions  in  Section  3.3  if (a)  the  Eligible  Employee  is
involuntarily  terminated  by  the  Employer  (other  than  under
circumstances described in Section 3.2), or (b) there is a Change
of  Control  prior  to  the  Eligible Employee's  termination  of
employment  with  the  Employer, or (c) the  Employer  no  longer
provides  medical  benefits  to  Employees  other  than  benefits
provided under this Plan.

      3.5  Commencement  of  Participation of  Eligible  Employee
Following Termination of Employment.     An Eligible Employee who
has  terminated  employment with the Employer and  who  prior  to
termination  of  employment has satisfied  the  age  and  service
conditions  under Section 3.3, or who under Section  3.4  is  not
required to satisfy the age and service conditions, will become a
Participant as follows:

<PAGE> 3

           (a) If  at   the   time  of  the  Eligible  Employee's
termination  of  employment  with  the  Employer,  the   Eligible
Employee continues to receive medical benefits under the  Company
Health  Plan  pursuant  to  the provisions  of  COBRA,  then  the
Eligible  Employee will become a Participant upon the  expiration
of  the period that such individual is receiving medical benefits
pursuant to the provisions of COBRA.

           (b) If   at   the  time  of such  Eligible  Employee's
termination  of  employment  with  the  Employer,  the   Eligible
Employee continues to receive medical benefits under the  Company
Health  Plan  under provisions of the Company  Health  Plan  that
provide  benefits  to certain retirees who are not  eligible  for
coverage under Medicare, then the Eligible Employee will become a
Participant  at  the  time the Eligible  Employee  is  no  longer
eligible  to  receive  such retiree medical  benefits  under  the
Company Health Plan.

           (c) If   at   the   time  of  an  Eligible  Employee's
termination  of  employment  with  the  Employer,  the   Eligible
Employee  is not entitled to receive medical benefits  under  the
provisions of Company Health Plan under paragraphs (a) or (b)  of
this  Section  3.5,  then  the Eligible Employee  will  become  a
Participant at the time of the Eligible Employee's termination of
employment with the Employer.

      3.6  Commencement   of Participation of  Eligible  Employee
Prior  to  Termination  of  Employment.       If  prior  to   the
termination  of  employment of an Eligible Employee  the  Company
terminates  the  Company Health Plan, then the Eligible  Employee
will  become a Participant at the time of the termination of  the
Company Health Plan.  Such Eligible Employee will continue to  be
a  Participant  upon  such  Eligible  Employee's  termination  of
employment unless such Eligible Employee ceases to be an Eligible
Employee under Section 3.2.

      3.7  Commencement  of Participation of  Family  Member.   A
Family Member will become a Participant at the time of becoming a
Family Member under Section 2.12.

      3.8  Termination   of   Participation  of  Participant.   A
Participant  will  cease  to  be  a  Participant  only   if   the
Participant ceases to be an Eligible Employee under Section 3.2.

      3.9  Termination   of Participation of  Family  Member.   A
Participant who is a Family Member will cease to be a Participant
if he or she ceases to be a Family Member under Section 2.12.

      3.10 No  Continuation Coverage.  The Employer will have  no
obligation  under COBRA or any other law to provide  continuation
coverage  to  any Participant following the date the  Participant
ceases to be a Participant hereunder.

<PAGE> 4

                           ARTICLE IV.
                            BENEFITS

      4.1  COBRA  Payments.  If an Eligible Employee is receiving
medical  benefits under the Company Health Plan pursuant  to  the
provisions of COBRA, and if the Eligible Employee will  become  a
Participant  upon  the  expiration  of  the  period   that   such
individual  is  receiving  medical  benefits  pursuant   to   the
provisions  of  COBRA,  then the Employer will  pay  the  amounts
payable by the Eligible Employee pursuant to COBRA necessary  for
medical coverage of the Eligible Employee and any legal spouse or
Dependant of the Eligible Employee to continue for the period  of
coverage  allowed under COBRA.   Such payment may  be  by  direct
payment  to  the  Eligible Employee or by any  other  method  the
Employer determines.

      4.2  Insured  Benefits.  All Benefits will be provided only
through   individual  medical  benefit  insurance   policies   or
contracts  purchased by the Employer.  Benefits may  be  provided
either  through  a  traditional  indemnity  insurance  policy  or
through  an  arrangement with a health maintenance  organization.
The  Company will select the provider of the Benefits in its sole
and  absolute  discretion and after making a good faith  judgment
that the provider has a history of good business practices and is
in  sound  financial  health.   If  at  any  time  prior  to  the
termination  of  an individual's participation in  the  Plan  the
provider of Benefits selected will no longer provide Benefits  of
any  type  to  the  Participant due to  the  dissolution  of  the
provider  or a change in the provider's business practices,  then
the Company will arrange for Benefits for the Participant through
another  provider.  If a provider fails to pay any Benefits  with
respect to a Participant that would otherwise be payable  by  the
provider  solely because the provider has become  insolvent,  the
Employer  will  pay such amounts that otherwise would  have  been
paid  by  the  provider.   Except as provided  in  the  preceding
sentences, the Employer will have no responsibility or  liability
for  any  action  or  inaction of the  provider  of  Benefits  in
connection  with  providing such Benefits to a Participant  other
than action or inaction due to the Employer's failure to pay  the
provider the payment amount specified in the initial arrangement.
The  Employer  may, in its sole and absolute discretion  with  no
obligation  to  do  so, pay Benefits hereunder from  the  general
assets  of  the Employer on a self-insured basis with respect  to
any one or more Participants.

      4.3  Income  Tax Gross-up Payments.  In the event  Benefits
paid  to  a  Participant in a particular calendar year constitute
taxable income to the Participant and exceed in the aggregate the
sum  of $20,000, then the Employer will pay to the Participant  a
cash  amount determined by the Employer in its discretion  (which
determination shall be made in good faith) sufficient to pay  the
state  and  federal income tax liability of the Participant  with
respect  to the amount of taxable Benefits paid for such year  in
excess of the sum of $20,000.  Such payment by the Employer shall
be  made no later than the later of (a) the last day of the  year
in which such taxable Benefits are paid, or (b) 90 days after the
Employer determines that such Benefits are taxable.  The  payment
to  be made under this Section 4.3 shall be only with respect  to
taxable Benefits and not with respect to any other taxable income
of  the  Participant (including taxable amounts paid  under  this
Section 4.3.)

      4.4  Benefits  for Participants Not Eligible for  Medicare.
Benefits provided hereunder for a Participant who is not eligible
for  medical  coverage under Medicare will be comparable  to  the
medical  benefits provided under the Company Health Plan  at  the
time  the

<PAGE> 5

Participant  becomes a Participant  under  this  Plan;  provided,
however, that the Benefits will not be subject  to  any   overall
lifetime or annual maximum dollar limits.  For  purposes  of this
Section 4.4,  "comparable"  means  as  similar   as  possible  as
determined by the Company in its discretion in good faith  taking
into account the options available for the Company in selecting a
provider  of Benefits at such time.  In the case of a Participant
who  was a participant in the Company Health Plan at the time  of
becoming  a  Participant, the Company will determine "comparable"
based  upon  the  medical  benefits of such  Participant  in  the
Company  Health Plan immediately prior to becoming a Participant.
In  the  case of any other Participant, the Company will  make  a
good  faith  effort to determine "comparable" in  its  discretion
based upon reasonable assumptions as to the type of coverage  the
Participant would have had under the Company Health Care Plan.

      4.5  Benefits   for  Participants  Eligible  for  Medicare.
Benefits provided hereunder for a Participant who is eligible for
medical coverage under Medicare will be comparable to the medical
coverage  provided  under  the Company Health  Plan  for  retired
employees of Seaboard Corporation eligible for Medicare  coverage
at  the  time  of  the  adoption of this Plan,  except  that  the
Benefits  will not be subject to any overall lifetime  or  annual
maximum  dollar  limits.   For  purposes  of  this  Section  4.5,
"comparable"  means as similar as possible as determined  by  the
Company  in its discretion in good faith taking into account  the
options  available  for the Company in selecting  a  provider  of
Benefits at such time.

      4.6  Benefits  Secondary to Other Coverage.  At any time  a
Participant  has  medical coverage in addition  to  the  Benefits
hereunder then the Benefits hereunder shall be secondary  to  any
such   other  medical  coverage.   Therefore  Benefits  otherwise
provided  hereunder will be reduced to the extent provided  under
such other medical coverage.

      4.7  Participant  Agreement to Provide Information.   As  a
condition to receiving Benefits, a Participant agrees to  provide
the  Employer or the Committee any information reasonably  needed
in order to administer any of the provisions of the Plan.

      4.8  No Benefits for Persons Related to Family Members.  In
no  event will any Benefits be provided to any individual who  is
not  an  Eligible Employee or the Family Member  of  an  Eligible
Employee.


                           ARTICLE V.
                         ADMINISTRATION

      The  Company  may delegate the authority to administer  the
Plan  to a Committee.  In the absence of any such delegation  the
Company  will  be  the Committee for purposes of  the  Plan.  The
Committee  is  authorized in its sole and absolute discretion  to
construe   and  interpret  the  provisions  of  the  Plan.    Any
interpretation of the Plan and any decision on any matter  within
the discretion of the Committee made in good faith is binding  on
all  persons.   The Committee and the individual members  of  the
Committee will be indemnified by the Company against any and  all
liabilities,  losses, costs and expenses of any  kind  or  nature
incurred  by or asserted against the Committee or any  individual
member of the Committee in connection with any action or inaction
pursuant to this Plan.

<PAGE> 6

                           ARTICLE VI.
                    MISCELLANEOUS PROVISIONS


      6.1  Amendment   or Termination of Plan.  The  Company  may
amend the Plan at any time in its sole discretion by execution of
a  written amendment to the Plan or by resolution of the Board of
Directors  of the Company.  An amendment to the Plan may  provide
for   a   partial   or   complete  termination   of   the   Plan.
Notwithstanding  the preceding sentences, if any  such  amendment
would   adversely  affect  any  individual  who  is  an  Eligible
Employee,  Participant  or Family Member  at  the  time  of  such
amendment,  then  the  Plan provisions as in  effect  immediately
prior  to  such  amendment  shall  remain  in  effect  for   such
individual  and  such amendment shall not apply with  respect  to
such individual.

      6.2  Special  Rule for Substantial Change in United  States
Health Care.  Notwithstanding the provisions of Section 6.1,  the
Company  may  amend the Plan in any manner it deems advisable  in
its  sole  and absolute discretion, with respect to  current  and
future  Eligible  Employees  and  Participants,  if  there  is  a
substantial  change in the provision of health care  coverage  in
the United States (including, but not limited to, the adoption of
what  is often referred to as "socialized medicine" or "universal
coverage") such that medical coverage for Eligible Employees  and
Participants is available elsewhere and the nature of such  other
coverage  is  such that the Company would not have  adopted  this
Plan  had such other coverage been available at the time  of  the
adoption  of  this Plan.  The Company will act in good  faith  in
adopting any amendment to the Plan under this Section 6.2 and the
Company  will  endeavor  in  good  faith  to  assure  that  those
individuals  who are Eligible Employees, Participants  or  Family
Members  at  the  time  of  any such amendment  receive  benefits
comparable to the medical coverage they were receiving under  the
Plan,  or  were  anticipated to receive in the future  under  the
Plan, immediately prior to any such amendment.

      6.3  No  Employment Rights.  Nothing contained herein shall
be construed as conferring upon an Eligible Employee the right to
continue in the employ of the Employer in the Eligible Employee's
current  position  or  in  any  other  capacity.   Each  Eligible
Employee  shall have contractual rights to enforce the provisions
of the Plan.

      6.4  Successors  and Assigns.  The provisions of this  Plan
are binding upon the Employer and its successors and assigns.

      6.5  Governing Law.  This Plan shall be subject to and
construed in accordance with the laws of the State of Kansas.

<PAGE> 7

      IN WITNESS WHEREOF, this Plan is executed this  4th  day of
March, 2005.


                            SEABOARD CORPORATION


                            By:     /s/ H.H. Bresky
                            Title:  H. H. Bresky, President and Chief
                                    Executive Officer

<PAGE> 8



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>ex10_11.txt
<DESCRIPTION>SEABOARD CORPORATION EXECUTIVE OFFICERS' BONUS POLICY
<TEXT>

                                                    Exhibit 10.11

                      SEABOARD CORPORATION

                EXECUTIVE OFFICERS' BONUS POLICY



PURPOSE:   The purpose of this policy is to establish  guidelines
for  the  payment  of incentive compensation to  named  executive
officers of Seaboard Corporation.

AFFECTS:   The  Chief  Executive  Officer  and  the  other  named
executive  officers  of  Seaboard  Corporation,  as  defined   in
Item 402 of Regulation S-K.

POLICY:

1.   Incentive  Compensation Philosophy:  The  Company  maintains
     the philosophy that determination  of incentive compensation
     for its executive officers is based  upon a recognition that
     these   officers  are   responsible  for   implementing  the
     Company's  long-term  strategic  objectives.  All  executive
     compensation, including the incentive  portion, is  designed
     to attract  and  retain  top  executive employees.

2.   Basis for Determination of Incentive Compensation:

          The Board of Directors  shall  determine  annual  bonus
          amounts for the named executive officers, including the
          Chief Executive  Officer.  This  determination will  be
          based on a subjective review of the Company's financial
          performance, an assessment of each officer's individual
          contribution    to    that   performance   and    other
          discretionary factors.

          The amount assigned to each officer is discretionary.

3.   Method  and  Timing of Payments:  Payments will be  made  in
     cash after year-end  financials  are  available.  This  will
     normally occur about  February 1  following  the  end of the
     previous fiscal year.

EFFECTIVE  DATE:   As  of  the  2004 bonus,  and  supersedes  all
Executive Bonus Policies in effect prior thereto with respect  to
the named executive officers.

DEFERRED COMPENSATION:  Any portion of a bonus which causes total
compensation,  as  defined  in Section  162(m)  of  the  Internal
Revenue  Code of 1986, as amended, to exceed $1,000,000 shall  be
credited  to Seaboard Corporation Executive Deferred Compensation
Plan for the account of that Executive Officer.

<PAGE>

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>6
<FILENAME>ex14.txt
<DESCRIPTION>CODE OF ETHICS POLICY AS AMENDED AS OF MARCH 4, 2005
<TEXT>

                                                  Exhibit 14

Code of Ethics Policy

Date: 3/4/05

The successful operation and reputation of Seaboard
Corporation and its subsidiaries and affiliates
(collectively, the "Company") depend upon the principles of
fairness and ethical conduct of its directors, officers and
employees. The Company's reputation for integrity and
excellence requires careful compliance with the spirit and
letter of all laws and regulations, as well as a commitment
to the highest standards of personal and professional
conduct.

The success and survival of this organization depends upon
wise business decisions and an attitude of trust and respect
between the Company and its customers, vendors and
suppliers, employees, and shareholders. That trust must be
preserved. Directors, officers and employees have a duty to
support the goals and objectives of the Company, and to act
in a way that will always merit the continued trust and
confidence of the Company's customers, vendors and
suppliers, employees, and shareholders.

Accordingly, the Company adopts the following Code of Ethics:

I.   Honest and Ethical Conduct

     Directors, officers and employees will exhibit and
     promote the highest standards of honest and ethical
     conduct which:

         Encourages and rewards professional integrity in
         all aspects of the Company, by eliminating inhibitions
         and barriers to responsible behavior, such as coercion,
         fear of reprisal, or alienation from the Company
         itself.

         Desists from, prohibits and eliminates  any
         conflict of interest or appearance of a conflict of
         interest between the Company and what could result in
         personal gain for a director, officer or employee of
         the Company, as defined in the attached Conflict of
         Interest policy.

         Provides a  process for employees of the Company
         to inform senior management of practices which deviate
         from honest and ethical behavior.

         Demonstrates their personal support for such
         policies and procedures through periodic communication
         reinforcing these ethical standards throughout the
         Company.

II.  Financial Records and Periodic Reports

     Directors, officers and employees will establish and
     manage the enterprise transaction and reporting systems
     and procedures to ensure that:

         Business transactions are properly authorized and
         completely and accurately recorded on the Company's
         books and records in accordance with Generally Accepted
         Accounting Principles (GAAP) and established Company
         financial policy.

         The retention or proper disposal of Company
         records shall be in accordance with established Company
         policies and applicable legal and regulatory
         requirements.

         Periodic financial communications and reports will
         be delivered in a manner that facilitates the highest
         degree of clarity of content and meaning so that
         readers and users will quickly and accurately determine
         their significance and consequence.

<PAGE>


III. Anti-Competitive Conduct
..
     Directors, officers and employees shall not enter into
     any agreement, understanding or arrangement with any
     competitor about prices, territory restrictions,
     refusals to sell, allocation of business, bidding, or
     engage in any other type of anti competitive practice.


IV.  Compliance with Applicable Laws, Rules and Regulations

     Directors, officers and employees, to the extent
     applicable to their job function, shall comply with all
     federal, state and local statutes, regulations and
     administrative procedures in the course of all conduct
     on behalf of the Company.

     In addition to the general policies above, the Company
     adopts the following additional conduct-related
     policies as part of the Code of Ethics:

         Conflict of Interest and Confidentiality
         Trading Seaboard Securities

     These policies are attached. As a condition of
     employment, each employee of the Company must be
     familiar with these policies and agree to abide by
     their provisions.  Violations of the content or spirit
     of these provisions are unacceptable and may lead to
     disciplinary action up to and including termination of
     employment or separation of ongoing business
     relationship with the Company.

     If anyone has knowledge of or is suspicious of any
     breach of any section of this Code or is concerned
     whether circumstances could lead to a violation of this
     Code, such person should report the matter to one or
     more of the following: the person's immediate
     supervisor, the Company's Director of Human Resources
     or the Company's General Counsel. Alternatively, the
     matter may be reported by calling the Company's
     dedicated toll free number, 866-676-8886, which will be
     answered by the Company's Director of Human Resources.
     The Company will not allow any retaliation against an
     employee who acts in good faith in reporting any such
     violation or suspected violation.


All subsidiaries of Seaboard Corporation shall adopt this
Code of Ethics or a similar policy containing only such
changes as are approved by Seaboard Corporation's Director
of Human Resources.

<PAGE>


          CONFLICT OF INTEREST AND CONFIDENTIALITY


Seaboard   Corporation,  its  subsidiaries  and   affiliates
(collectively,  the  "Company") require directors,  officers
and employees to conduct their non-work activities in such a
manner that they do not conflict with the best interests  of
the  Company  or  detract  from  the  performance  of  their
responsibilities.  Directors, officers and  employees  shall
follow  the general guidelines set forth below. The  failure
of  any  employee to adhere to these general guidelines  may
result in discipline, including termination of employment.

1.   Conflicts of Interest:

     A.   All directors, officers and employees of the Company
          shall not have, directly or indirectly, any financial or
          other interest in any entity which is a supplier or customer
          of the Company.  The foregoing shall not prohibit the
          ownership of not more than one percent (1%) of the stock of
          any supplier or customer which is listed upon a national
          stock exchange or actively traded in the over-the-counter
          market.

     B.   Officers and employees shall not be employed by another
          entity, participate in self-employment, or serve another
          entity in any manner where such activity affects the
          employee's work efficiency or interferes with the employee's
          ability to act in the best interests of the Company.
          Officers and employees whose job functions involve
          coordination with commercial institutions shall not conduct
          similar business with such institutions for such officer's
          or employee's own personal affairs or business.

     C.   All  officers and employees shall be  required  to
          complete a form disclosing all known conflicts of interest,
          or questions regarding such, to the Corporate Director of
          Human Resources for review and acceptance by the Company.
          The Company may require a person with a conflict of interest
          to dispense of such conflict of interest.  The failure of
          any person to complete such form disclosing all conflicts of
          interests, to disclose all known conflicts of interest or to
          dispense with a conflict of interest, when requested by the
          Company, may result in discipline by the Company, including
          termination of employment.

2.   Personal Gain:

     A.   All of the business affairs of the Company with all
          parties, including government officials, suppliers,
          customers, unions and competitors, shall always be conducted
          on an ethical, legal and arm's length basis.

     B.   Directors, officers and employees shall not provide or
          accept payments, gifts, or favorable business arrangements
          for the purpose of securing preferential consideration for
          the Company or as inducement to enter into any transaction.
          Examples of such prohibited conduct include giving or taking
          gifts, gratuities, favors, loans, guarantees of loans,
          commissions, excessive entertainment, kickbacks, rebates,
          and other types of financial inducements.

     C.   Common  business  practice permits  the  offer  or
          acceptance of certain courtesies of nominal value, usually
          in the form of meals and entertainment, provided objectivity
          of the parties will not be unduly affected.

3.   Confidential Information:

<PAGE>

     It  is  vital  that  we  protect  the  privacy  of  the
     Company's   confidential   information.    Confidential
     information includes proprietary, technical,  business,
     financial,   joint  venture,  customer   and   employee
     information that is not available publicly.  It is  the
     employee's  responsibility to know what information  is
     confidential and to obtain clarification when in doubt.

     A.   Employees must not disclose confidential information to
          any person outside of the Company, unless authorized to do
          so.  This includes, as prohibited, any disclosure of
          confidential information to family and friends.  Where
          confidential information is entrusted to persons outside of
          the Company, efforts must be made to ensure the continuing
          protection and confidentiality of that information.  Within
          the Company, confidential information should be disclosed
          only on a "need to know" basis.

     B.   Employees must not use confidential information for
          unauthorized purposes.  They must also take reasonable care
          to protect confidential information against loss, theft,
          unauthorized access, alteration or misuse.

     C.   Employees leaving the Company who have had access to
          Company confidential information will be reminded of their
          continuing responsibility to protect it and maintain its
          confidentiality.  The Company expects that employees joining
          it from other companies will not disclose the confidential
          information to those companies.

<PAGE>


                POLICY WITH REGARD TO TRADING
                     SEABOARD SECURITIES


1.   In General

     In   the  course  of  their  employment  with  Seaboard
     Corporation   or   its  subsidiaries   and   affiliates
     (collectively, the "Company"), directors, officers  and
     employees   frequently   come   into   possession    of
     confidential    and   highly   sensitive    information
     concerning  the  Company, its customers,  suppliers  or
     other   corporations  with  which   the   Company   has
     contractual   relationships  or  may   be   negotiating
     transactions.  Much of this information has a potential
     for affecting the market price of securities issued  by
     the  corporations involved.  Under some  circumstances,
     federal  securities law imposes potentially substantial
     civil  and criminal penalties on persons who improperly
     obtain,    use   or   provide   material,    non-public
     information, in connection with a purchase or  sale  of
     securities.

     Also   keep  in  mind,  the  Securities  and   Exchange
     Commission ("SEC") may seek substantial civil penalties
     from  any person who, at the time of an insider trading
     violation,  "directly  or  indirectly  controlled   the
     person   who  committed  such  violation,"   i.e.,   an
     employer.  As noted above, civil penalties for  persons
     who   control  violators  can  equal  the  greater   of
     $1,000,000 or three times the profit gained  or  losses
     avoided.   Employers  may also be subject  to  criminal
     penalties  of $2,500,000 for insider trading violations
     committed by employees.  Accordingly, when the  maximum
     criminal  penalty  is combined with the  maximum  civil
     penalty, employers of persons who trade on the basis of
     insider  information may be liable for up to $3,500,000
     -  even  for  employee violations that  yield  a  small
     profit gained or loss avoided.

     The  statute provides that any "controlling person" may
     be   liable  for  civil  penalties  up  to  the  amount
     specified above if the controlling person both (i) knew
     or  recklessly disregarded the fact that  the  employee
     was likely to engage in a violation; and (ii) failed to
     take appropriate steps to prevent that violation before
     it  occurred.  Moreover, in recent years, the  SEC  and
     governmental prosecutors have been vigorously enforcing
     the  insider trading laws against both individuals  and
     institutions.

     Given  all of these factors, the Company has determined
     to  provide specific guidance concerning the  propriety
     of   various  personal  transactions,  and  to   impose
     specific   procedures  in  certain  cases  to   attempt
     reasonably to ensure that neither the Company  nor  any
     of  its  directors,  officers  and  employees  violates
     insider trading laws.

2.   Material Non-Public Information

     The  federal securities laws and regulations have  been
     held to prohibit the purchase or sale of a security  at
     a  time  when  the  person  trading  in  that  security
     possesses  material  non-public information  concerning
     the  issuer  of  the security, or the  market  for  the
     security, which has not yet become a matter of  general
     public  knowledge  and which has been  obtained  or  is
     being  used  in  breach  of  a  duty  to  maintain  the
     information in confidence.  Whether the information  is
     proprietary   information   about   the   Company    or
     information that could have an impact on the  Company's
     stock price, employees must not pass the information on
     to   others.   The  penalties  discussed  above  apply,
     whether  or  not you derive any benefit from  another's
     actions.

     "Material  non-public information" includes information
     that  is  not  available to the public at  large  which
     could  affect the market price of the security  and  to
     which a reasonable investor would attach importance  in
     deciding  whether to buy, sell, or retain the security.
     Examples  of information that might be deemed  material
     include  the following:   annual or quarterly financial
     results,   dividend   increases   or   decreases,   the
     declaration  of  a  stock  split  or  the  offering  of
     additional  securities, earnings estimates, changes  in
     previously  announced  earnings estimates,  significant
     expansion  or curtailment of operations, a

<PAGE>

     significant  increase   or  decline   in   business,  a
     significant   merger   or   acquisition   proposal   or
     agreement, unusual borrowings  or securities offerings,
     major  litigation, impending  bankruptcy  or  financial
     liquidity  problems, significant changes in management,
     purchases  or  sales  of  substantial  assets,  or  the
     gain  or  loss  of a substantial  customer or supplier.
     This list is not exhaustive. Other types of information
     may be material at any particular time, depending  upon
     the  circumstances.  It  should  be  noted  that either
     positive or adverse information may be material.

     Information is considered to be available to the public
     only  when  it has been released to the public  through
     appropriate channels (e.g., by means of a press release
     or  a  statement  from  one  of  the  Company's  senior
     officers)  and  enough time has elapsed to  permit  the
     investment   market   to  absorb   and   evaluate   the
     information.    Once  public  release   has   occurred,
     information  will normally be regarded as absorbed  and
     evaluated within two or three days thereafter.

3.   Company Policy

     As  long  as  an  officer,  director  or  employee  has
     material non-public information relating to the Company
     or  any  other  issuer, including any of the  Company's
     customers,  it  is  Company policy  that  the  officer,
     director or employee may not directly or indirectly buy
     or  sell  the  securities of the Company or  any  other
     affected  issuer.  Equally important,  the  information
     may  not be passed along to others.  This policy  shall
     apply  to  officers,  directors and  employees  of  the
     Company or its subsidiaries and affiliates.

     To  avoid  potential liability under this  policy,  all
     officers,  directors and employees of the Company  must
     not  purchase or sell securities of the Company  or  of
     any  other  issuer of a security at  a  time  when  the
     officer,  director or employee is aware of any material
     non-public information about the Company or any issuer,
     regardless  of how that information was obtained.   The
     officer, director or employee also must not permit  any
     member  of his or her immediate family or anyone acting
     on  his or her behalf, or anyone to whom he or she  has
     disclosed  the information, to purchase  or  sell  such
     securities.

     After  the  information  has  been  publicly  disclosed
     through appropriate channels, a reasonable time  should
     be  allowed  to  elapse (at least three business  days)
     before  trading  in the security, to allow  for  public
     dissemination and evaluation of the information.

     Without  limiting the generality of the  policy  stated
     herein,  no director or officer of the Company  or  its
     subsidiaries   and   affiliates,  or   other   employee
     possessing  material non-public information,  may  make
     any  purchase  or  sale of securities  of  the  Company
     (i)  from the date two weeks prior to the end  of  each
     fiscal  quarter  until  the  beginning  of  the   third
     business  day after the public release of earnings  for
     such  quarter; (ii) from the time of the public release
     of  any material information until the beginning of the
     third business day after such release; (iii) during any
     period when he or she is aware that the Company expects
     to make a public release of material information in the
     near  future; and (iv) during any other period when  he
     or   she   has   knowledge  of  any  "material   inside
     information" concerning the Company.

4.   Application of Policy to Family Members and Affiliates

     The  foregoing requirements also apply to any  purchase
     or sale of securities of the Company by a family member
     or others sharing the same address or by a corporation,
     partnership, trust or other entity owned or  controlled
     by a director, officer or employee.

5.   Prohibition of Short-Sales

     Federal securities laws prohibit any short sale or  any
     short  sale "against the box" of Company securities  by
     any  officers,  directors or greater  than  ten-percent
     shareholders.  A short sale is the sale of  a  security
     either  not  owned  by the seller,  or  if  owned,  not
     delivered (the so-called short sale "against the box"),
     which  involves  the  borrowing  of

<PAGE>

     shares by the seller's broker  for  the  account of the
     seller  and delivery  of  the  borrowed  shares  to the
     buying  broker.  At some point in the future, the short
     seller must purchase the securities  to cover the short
     position.   Because  the short  seller hopes that he or
     she  will  be  able  to purchase  at a price lower than
     the price at which  the short  sale was  made,  a short
     seller expects a security to  decline in  market  value
     from  present levels.  Since short  sales  can  depress
     the price of securities, the Company requires that none
     of its officers, directors or employees ever make short
     sales of  the Company's securities (whether or not such
     short  sales  would  be  permitted  under  the  federal
     securities laws).

6.   Prohibited Practices

     In  addition, it is the Company's policy that officers,
     directors and employees should not engage in any of the
     following activities with respect to the securities  of
     the Company:

     A.   Trading in securities on a short-term basis.   Any
          security purchased must be held for a minimum of six (6)
          months before sale, unless the security is subject to forced
          sale, e.g., as a consequence of merger or acquisition;

     B.   Purchases on margin without the prior, written consent
          of the Company after disclosure to the Company's Board of
          Directors;

     C.   Short sales; or

     D.   Buying or selling put or call options.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>7
<FILENAME>ex21.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>



                                     EXHIBIT 21

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

Agencias Generales Conaven, C.A.       Conaven              Venezuela

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

Almacenadora Conaven, S.A.             Conaven              Venezuela

Boyar Estates S.A.*                      Same               Luxembourg

Cape Fear Railways, Inc.                 Same               North Carolina

Cayman Freight Shipping Services,
Ltd.                                     Same               Cayman Islands

Chestnut Hill Farms Honduras, S. de
R.L. de C.V.                             Same               Honduras

Delta Packaging Company Ltd.*            Same               Nigeria

Desarrollo Industrial Bioacuatico,
S.A.*                                    Same               Ecuador

Eureka Chicken Limited *                 Same               Zambia

Franquicias Azucareras S.A.*             Same               Argentina

H&O Shipping Limited                     Same               Liberia

Ingenio y Refineria San Martin del
Tabacal S.R.L.                          Tabacal             Argentina

JacintoPort International LP             Same               Texas

KWABA - Sociedade Industrial e
Comercial, SARL*                         KWABA              Angola

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

Lesotho Flour Mills Limited*             Same               Lesotho

Life Flour Mill Ltd.*                    Same               Nigeria

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

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

Mission Funding, L.L.C.                  Same               Delaware

Mobeira, SARL                            Same               Mozambique

Molinos Champion, S.A.*                  Same               Ecuador

Molinos del Ecuador, C.A.*               Same               Ecuador

Mount Dora Farms Inc.                    Same               Florida

National Milling Company of Guyana,
Ltd.                                     Same               Guyana

National Milling Corporation Limited     Same               Zambia

<PAGE>


                                     EXHIBIT 21
                                    (continued)

Productores de Alcoholes y Melaza
S.A.*                                    PAMSA              Argentina

Port of Miami Cold Storage, Inc.         Same               Florida

Representaciones Maritimas y Aereas,
S.A.                                     Same               Guatemala

Representaciones y Ventas S.A.*          Same               Ecuador

Sea Cargo, S.A.                          Same               Panama

Seaboard de Colombia, S.A.               Same               Colombia

Seaboard del Peru, S.A.                  Same               Peru

Seaboard Farms, Inc.                     Same               Oklahoma

Seaboard Freight & Shipping Jamaica
Limited                                  Same               Jamaica

Seaboard Honduras, S. de R.L. de C.V.    Same               Honduras

Seaboard Marine Bahamas, Ltd.            Same               Bahamas

Seaboard Marine of Haiti, S.E.           Same               Haiti

Seaboard Marine Ltd.                     Same               Liberia

Seaboard Marine of Florida, Inc.         Same               Florida

Seaboard Marine (Trinidad) Limited       Same               Trinidad

Seaboard Overseas Limited                Same               Bahamas

Seaboard Overseas Management Company,
Ltd.                                     Same               Bermuda

Seaboard Overseas Peru SRL               Same               Peru

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

Seaboard Ship Management Inc.            Same               Florida

Seaboard Software Innovations, Inc.      Same               Delaware

Seaboard Solutions, Inc.                 Same               Delaware

Seaboard Trading and Shipping Ltd.       Same               Kansas

Seaboard Transport Inc.                  Same               Oklahoma

Seaboard West Africa Limited             Same               Sierra Leone

Seaboard Zambia Commodity Trading
Limited                                  Same               Zambia

SEADOM, S.A.                             Same               Dominican Republic

Seamaritima, S.A. de C.V.                Same               Mexico

Shawnee Funding, Limited Partnership     Same               Delaware

Top Feeds Limited*                       Same               Nigeria

Transcontinental Capital Corp.
(Bermuda) Ltd.                           TCCB               Bermuda

Unga Holdings Limited*                   Unga               Kenya

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

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>8
<FILENAME>ex31_1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
<TEXT>

                                                Exhibit 31.1

                       CERTIFICATIONS

I, H. H. Bresky, certify that:

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

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

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

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

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

     b) Designed   such  internal  control   over  financial
     reporting,   or  caused  such  internal  control   over
     financial   reporting   to  be   designed   under   our
     supervision, 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;

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

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

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

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

     b) Any  fraud, whether  or not material, that  involves
     management  or  other employees who have a  significant
     role   in  the  registrant's  internal  controls   over
     financial reporting.


Date: March 4, 2005
                            /s/ H. H. Bresky
                            H. H. Bresky, Chairman of the Board,
                            President and Chief Executive Officer


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>9
<FILENAME>ex31_2.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
<TEXT>
                                                Exhibit 31.2

                       CERTIFICATIONS

I, Robert L. Steer, certify that:

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

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

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

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

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

     b)   Designed  such  internal  control  over  financial
     reporting,   or  caused  such  internal  control   over
     financial   reporting   to  be   designed   under   our
     supervision, 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;

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

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

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

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

     b)  Any  fraud, whether or not material, that  involves
     management  or  other employees who have a  significant
     role   in  the  registrant's  internal  controls   over
     financial reporting.


Date: March 4, 2005
                             /s/ Robert L. Steer
                             Robert L. Steer, Senior Vice President,
                             Treasurer and Chief Financial Officer

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>10
<FILENAME>ex32_1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
<TEXT>

                                                Exhibit 32.1


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

In  connection with the filing of the Annual Report on  Form
10-K  for  the  fiscal  year ended December  31,  2004  (the
Report)   by   Seaboard  Corporation  (the   Company),   the
undersigned, as the Chief Executive Officer of the  Company,
hereby  certifies  pursuant to 18 U.S.C. section  1350,   as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge:

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

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

Date: March 4, 2005

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

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>11
<FILENAME>ex32_2.txt
<DESCRIPTION>CERFITICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906
<TEXT>

                                                Exhibit 32.2


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

In  connection with the filing of the Annual Report on  Form
10-K  for  the  fiscal  year ended December  31,  2004  (the
Report)   by   Seaboard  Corporation  (the   Company),   the
undersigned, as the Chief Financial Officer of the  Company,
hereby  certifies  pursuant to 18 U.S.C.  section  1350,  as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge:

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

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

Date: March 4, 2005
                                  /s/ Robert L. Steer
                                  Robert L. Steer, Senior Vice President,
                                  Treasurer and Chief Financial Officer
<PAGE>



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