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<SEC-DOCUMENT>0000088121-05-000007.txt : 20050504
<SEC-HEADER>0000088121-05-000007.hdr.sgml : 20050504
<ACCEPTANCE-DATETIME>20050504162125
ACCESSION NUMBER:		0000088121-05-000007
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050402
FILED AS OF DATE:		20050504
DATE AS OF CHANGE:		20050504

FILER:

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

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		05799425

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HATHAWAY BAKERIES INC
		DATE OF NAME CHANGE:	19710315
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q-10.txt
<DESCRIPTION>SEABOARD CORPORATION 2005 1ST QTR 10-Q
<TEXT>




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

                               FORM 10-Q


  (Mark One)

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

             For the quarterly period ended April 2, 2005

                                  OR

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

  For the transition period from            to

  Commission File Number 1-3390

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

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

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

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

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

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

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

       There were 1,255,053.90 shares of common stock, $1.00 par
  value per share, outstanding on April 25, 2005.


                                   Total pages in filing - 20 pages

<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                                                      April 2,     December 31,
                                                        2005           2004
Assets
Current assets:
   Cash and cash equivalents                       $   28,218       $   14,620
   Short-term investments                             192,761          119,259
   Receivables, net                                   259,462          246,129
   Inventories                                        296,826          301,049
   Deferred income taxes                               15,540           14,341
   Other current assets                                46,971           48,040
Total current assets                                  839,778          743,438
Investments in and advances to foreign affiliates      37,551           38,001
Net property, plant and equipment                     602,100          603,382
Other assets                                           45,741           51,873
Total assets                                       $1,525,170       $1,436,694

Liabilities and Stockholders' Equity
Current liabilities:
   Notes payable to banks                          $    3,041       $    1,789
   Current maturities of long-term debt                61,036           60,756
   Accounts payable                                    80,630           83,506
   Other current liabilities                          184,766          162,855
Total current liabilities                             329,473          308,906
Long-term debt, less current maturities               259,570          262,544
Deferred income taxes                                 125,116          125,559
Other liabilities                                      46,525           44,865
Total non-current and deferred liabilities            431,211          432,968
Minority and other noncontrolling interests             2,066            2,138
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                (51,739)         (53,741)
  Retained earnings                                   812,904          745,168
Total stockholders' equity                            762,420          692,682
Total liabilities and stockholders' equity         $1,525,170       $1,436,694

              See notes to condensed consolidated financial statements.

<PAGE> 1

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

                                                         Three Months Ended
                                                      April 2,        April 3,
                                                        2005            2004
Net sales:
   Products                                        $  543,263      $  478,067
   Services                                           155,281         122,081
   Other                                               14,783          15,527
Total net sales                                       713,327         615,675
Cost of sales and operating expenses:
   Products                                           454,407         432,461
   Services                                           117,375          98,363
   Other                                               12,984          11,279
Total cost of sales and operating expenses            584,766         542,103
Gross income                                          128,561          73,572
Selling, general and administrative expenses           31,481          30,810
Operating income                                       97,080          42,762
Other income (expense):
   Interest expense                                    (5,993)         (7,739)
   Interest income                                      3,504           1,755
   Loss from foreign affiliates                          (521)           (137)
   Minority and other noncontrolling interests           (432)            (82)
   Foreign currency gain (loss), net                      682          (1,661)
   Miscellaneous, net                                   3,007           2,340
Total other income (expense), net                         247          (5,524)
Earnings before income taxes                           97,327          37,238
Income tax expense                                    (28,650)         (9,861)
Net earnings                                       $   68,677      $   27,377

Earnings per common share                          $    54.72      $    21.81
Dividends declared per common share                $     0.75      $     0.75
Average number of shares outstanding                1,255,054       1,255,054

               See notes to condensed consolidated financial statements.

<PAGE> 2

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

                                                           Three Months Ended
                                                           April 2,   April 3,
                                                             2005       2004

Cash flows from operating activities:
   Net earnings                                          $  68,677   $  27,377
   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                        15,414      16,356
       Loss from foreign affiliates                            521         137
       Foreign currency exchange gains                          (8)       (435)
       Deferred income taxes                                (1,691)      8,262
   Changes in current assets and liabilities:
        Receivables, net of allowance                       (9,701)    (26,386)
        Inventories                                          4,286     (27,228)
        Other current assets                                   431     (16,081)
        Current liabilities exclusive of debt               21,002      40,068
   Other, net                                                  707       1,272
Net cash from operating activities                          99,638      23,342
Cash flows from investing activities:
   Purchase of short-term investments                     (175,381)    (33,499)
   Proceeds from the sale or maturity of short-term
    investments                                            101,879       1,217
   Investments in and advances to foreign affiliates, net    1,557          80
   Capital expenditures                                    (13,869)     (6,347)
   Other, net                                                2,561          80
Net cash from investing activities                         (83,253)    (38,469)
Cash flows from financing activities:
   Notes payable to banks, net                               1,252      (1,966)
   Principal payments of long-term debt                     (2,768)     (2,424)
   Dividends paid                                             (941)       (941)
   Other, net                                                 (401)          -
Net cash from financing activities                          (2,858)     (5,331)
Effect of exchange rate change on cash                          71         746
Net change in cash and cash equivalents                     13,598     (19,712)
Cash and cash equivalents at beginning of year              14,620      37,377
Cash and cash equivalents at end of period               $  28,218   $  17,665

              See notes to condensed consolidated financial statements.

<PAGE> 3


SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - Accounting Policies and Basis of Presentation

The  condensed consolidated financial statements include the  accounts
of  Seaboard  Corporation  and its domestic and  foreign  subsidiaries
("Seaboard").  All significant intercompany balances and  transactions
have been eliminated in consolidation.  Seaboard's investments in non-
controlled  affiliates are accounted for by the  equity  method.   The
unaudited  consolidated  financial  statements  should  be   read   in
conjunction with the consolidated financial statements of Seaboard for
the  year  ended  December 31, 2004 as filed in its Annual  Report  on
Form   10-K.    Seaboard's  first  three  quarterly  periods   include
approximately 13 weekly periods ending on the Saturday closest to  the
end of March, June and September.  Seaboard's year-end is December 31.

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

Derivative Instruments

As  of  January  1,  2005, Seaboard discontinued  accounting  for  its
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
with  a  value  of $5,558,000, effectively fixing the asset  resulting
from the mark-to-market gain on the firm sales commitment 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 were no longer offset with the mark-to-
market  changes  of the underlying firm sales commitment.   The  asset
value  as of April 2, 2005 related to those remaining open firm  sales
commitments  totaled $2,942,000.  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.

Seaboard's interest rate exchange agreements do not qualify as  hedges
for  accounting purposes.  During the first quarter of  2005  Seaboard
recorded a gain of $2,978,000 compared to a loss of $2,743,000  during
2004  related to these agreements.  The gain and loss are included  in
miscellaneous,  net  on  the  Condensed  Consolidated  Statements   of
Earnings  and  reflect changes in fair market value, net  of  interest
paid  or  received.  These amounts include net payments of  $1,689,000
and  $2,212,000 during 2005 and 2004, respectively, resulting from the
difference  between the fixed rate paid and variable rate received  on
these agreements.

Seaboard's  market risk exposure related to its derivative instruments
has not changed materially since December 31, 2004.

Asset Retirement Obligations

Seaboard  has  recorded 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.  The following  table
shows  the changes in the asset retirement obligation during the first
quarter of each year.

                                                  Three Months Ended
                                                  April 2,   April 3,
Thousands of dollars                                2005       2004

Beginning balance                                  $6,266    $6,086
Accretion expense                                     116       113
Liability for additional lagoons placed in service      -       134
Ending balance                                     $6,382    $6,333

<PAGE> 4

New Accounting Standards

On  December  21,  2004,  the FASB 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.   See  Note  3  for
further discussion.

Note 2 - Inventories

The  following  is  a  summary of inventories at  April  2,  2005  and
December 31, 2004:

                                                         April 2,  December 31,
(Thousands of dollars)                                     2005       2004
At lower of LIFO cost or market:
      Live hogs & materials                             $139,964     $141,126
      Dressed pork & materials                            25,331       20,334
                                                         165,295      161,460
      LIFO allowance                                       1,799          461
              Total inventories at lower of LIFO cost
               or market                                 167,094      161,921
At lower of FIFO cost or market:
      Grain, flour and feed                               90,735       98,699
      Sugar produced & in process                         17,936       20,006
      Other                                               21,061       20,423
              Total inventories at lower of FIFO cost
               or market                                 129,732      139,128
               Total inventories                        $296,826     $301,049


Note 3 - Income Taxes

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 to avoid current U.S. taxation on its  post-2004
shipping income and could have a material impact on Seaboard's  future
effective  tax rate and cash tax payments.  However, due to  ambiguity
with  the application of Treasury Department Regulations, in the first
quarter  of  2005 Seaboard has accrued $7.5 million of tax expense  on
shipping income that could ultimately be treated as non-taxable if the
ambiguity is favorably resolved.

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  by
the  fourth  quarter  of 2005.  Seaboard's decision  to  utilize  this
provision  includes its ability to economically borrow at the  foreign
subsidiary  level  to allow for the payment of a qualifying  dividend.
Because  Seaboard's borrowing capacity at this level is  unknown,  the
range of potential dividend amounts and corresponding taxes cannot  be
reasonably  estimated at this time. As of April 2, 2005, 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 applicable to earnings
through   April   2,   2005  would  have  amounted  to   approximately
$79,000,000, assuming a 35% federal income tax rate.

<PAGE> 5

Seaboard  is  regularly  audited by federal,  state  and  foreign  tax
authorities,  which may result in adjustments.  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.

Note 4 - Employee Benefits

Seaboard maintains a defined benefit pension plan (the Plan)  for  its
domestic salaried and clerical employees.  While Seaboard's policy has
historically been to provide funding to the Plan in order to meet  the
minimum  funding  standards  to  avoid the  Pension  Benefit  Guaranty
Corporation  variable  rate  premiums  established  by  the   Employee
Retirement  Income  Security  Act of 1974,  Seaboard  made  a  special
contribution  equal  to the maximum deductible amount  in  the  fourth
quarter  of  2004  resulting in an over-funding of  the  Plan.   As  a
result,  management does not expect to make any contributions  to  the
Plan during 2005.  Additionally, Seaboard also sponsors non-qualified,
unfunded  supplemental  executive  plans,  and  unfunded  supplemental
retirement  agreements  with certain executive employees.   Management
currently  has  no  plans  to provide funding for  these  supplemental
plans.

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

                                                   Three months ended
                                                   April 2,   April 3,
(Thousands of dollars)                               2005       2004

Components of net periodic benefit cost:
 Service cost                                     $   906    $    872
 Interest cost                                      1,107         974
 Expected return on plan assets                    (1,135)       (792)
 Amortization and other                               297         213
 Net periodic benefit cost                        $ 1,175    $  1,267

Note 5 - 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 (EPA) 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 undertake continued monitoring and
take a number of corrective actions with respect to the farms, and one
additional  farm,  in order to attempt to settle  the  action.    EPA,
Seaboard   and  PIC  have  also  engaged  in  settlement  negotiations
regarding  civil penalty.  Originally, EPA stated that any  settlement
must include a civil fine of $1,200,000, but EPA has since reduced the
amount  of  its  demand  for a civil penalty to  $345,000.    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 to resolve the State's notice of violation regarding the same
farms  and  allegations of violations of State law based on  the  same
facts  as  those  alleged by EPA.  The settlement with  the  State  of
Oklahoma 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> 6

PIC is indemnifying Seaboard with respect to the action pursuant to an
indemnification agreement which has a $5 million limit.  To date,  the
$5  million  limit has not been exceeded.  If the tentative settlement
with  the  State  of  Oklahoma is agreed to, the estimated  cumulative
costs  which  will be expended will total approximately $6.9  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  to
determine  whether the $5 million limit will be exceeded 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
liability  in  excess of $5 million (excluding the estimated  $180,000
cost for testing and sampling), although PIC disputes this.

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.  In April of 2005, such a  bill  was  again
introduced in the Senate, although Seaboard does not expect  any  such
action to be passed in 2005.

Contingent Obligations

Certain of the non-consolidated affiliates and third party contractors
who  perform  services  for Seaboard have bank debt  supporting  their
underlying  operations.   From  time to time,  Seaboard  will  provide
guarantees   of  that  debt  allowing  a  lower  borrowing   rate   or
facilitating  third  party financing in order  to  further  Seaboard's
business  objectives.   Seaboard does not issue  guarantees  of  third
parties for compensation.  The following table sets forth the terms of
guarantees as of April 2, 2005.

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
nonconsolidated 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 April 2, 2005,  $760,000  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 for these purchases in order to secure  normal
credit terms for this affiliate.

Seaboard  has  guaranteed  a  portion of the  bank  debt  for  certain
farmers,  which  debt  proceeds were used to construct  facilities  to
raise  hogs for Seaboard's Pork division.  The guarantees enabled  the
farmers  to  obtain favorable financing terms.  These bank  guarantees
renew annually until the underlying debt is fully repaid in 2013-2014.
The maximum exposure to Seaboard from these guarantees is $1,532,000.

<PAGE> 7

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

As  of  April 2, 2005, Seaboard had outstanding $53,460,000 of letters
of  credit  (LCs) with various banks that reduced Seaboard's borrowing
capacity  under  its committed credit facilities.   Included  in  this
amount  are  LCs  totaling $42,688,000 which  support  the  Industrial
Development  Revenue Bonds included as long-term debt and  $10,373,000
of LCs related to insurances coverages.

Note  6  -  Stockholders' Equity and Accumulated  Other  Comprehensive
            Income (Loss)

In  conjunction  with  a  2002 transaction (the  Transaction)  between
Seaboard  and  its  parent company, Seaboard  Flour  LLC  (the  Parent
Company),  whereby  Seaboard effectively  repurchased  shares  of  its
common  stock  owned by the Parent Company in return for repayment  of
all  indebtedness owed by the Parent Company to Seaboard,  the  Parent
Company also transferred to Seaboard rights to receive possible future
cash  payments from a subsidiary of the Parent Company 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  April 2, 2005, Seaboard had not received  any  cash
payments from the subsidiary of its Parent Company and had not filed a
tax  return  utilizing 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 3.   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.

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

                                                          Three Months Ended
                                                         April 2,    April 3,
(Thousands of dollars)                                     2005        2004

Net earnings                                             $68,677     $27,377
Other comprehensive income (loss)
  net of applicable taxes:
    Foreign currency translation adjustment                1,723       2,244
    Unrealized gains on investments                          174          90
    Unrealized gains (losses) on cash flow hedges            155         (52)
    Amortization of deferred gain on interest rate swaps     (50)        (50)

Total comprehensive income                               $70,679     $29,609

<PAGE> 8

The components of and changes in accumulated other comprehensive loss
for the three months ended April 2, 2005 are as follows:

                                             Balance                   Balance
                                           December 31,    Period      April 2,
(Thousands of dollars)                        2004         Change        2005

Foreign currency translation adjustment     $(53,986)      $1,723     $(52,263)
Unrealized gain on investments                   257          174          431
Unrecognized pension cost                       (375)           -         (375)
Net unrealized loss on cash flow hedges         (188)         155          (33)
Deferred gain on interest rate swaps             551          (50)         501

Accumulated other comprehensive loss        $(53,741)      $2,002     $(51,739)

The  unrecognized  pension cost is calculated  and  adjusted  annually
during the fourth quarter.  With the exception of the foreign currency
translation  loss to which a 35% federal tax rate is  applied,  income
taxes  for  components  of accumulated other comprehensive  loss  were
recorded using a 39% effective tax rate.

Note 7 - Segment Information

As a result of sustained losses from an investment in a Bulgarian wine
business (the Business) and recognition in 2004 of a decline in  value
considered  other  than temporary, Seaboard's common stock  investment
and  subordinated debt in the Business were reduced to  zero.   During
2005,  Seaboard  began applying losses from the Business  against  its
remaining  investment  in preferred stock,  based  on  the  change  in
Seaboard's claim on the Business' book value.   As a result,  Seaboard
increased its share of losses to 100%.  In February 2005, the Board of
Directors  of  the  Business, and the majority of the  owners  of  the
Business, including Seaboard, agreed to pursue the sale of the  entire
Business or all of its assets.  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, management believes the remaining carrying value of
its  investment  at the time of disposition will be  recoverable  from
sales proceeds.  However, the business will be negotiating for a  line
of credit needed by the end of the second quarter to support inventory
purchases for the fall 2005 vintage.  Without the line of credit,  the
Business  will  not  be  able to secure the purchase  of  an  adequate
quantity  of  grapes  to support consistent production  for  the  next
vintage.    As a result, this could cause a reduction in the value  of
the  Business  and thus result in a decline in value considered  other
than temporary in its investment in the Business as a charge to losses
from  foreign  affiliates in the All Other segment during  the  second
quarter  of  2005.   As  of  April 2,  2005,  the  carrying  value  of
Seaboard's  investments  in  and  advances  to  this  business   total
$7,679,000, including $3,832,000 of foreign currency translation gains
recorded  in other comprehensive income from this business which  will
be recognized in earnings upon completion of the sale.  The investment
and losses from the Business are included in the All Other segment.

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

<PAGE> 9

Sales to External Customers:

                                          Three Months Ended
                                        April 2,      April 3,
(Thousands of dollars)                    2005          2004

Pork                                $  242,436      $  211,722
Commodity Trading and Milling          286,148         256,676
Marine                                 148,335         110,918
Sugar and Citrus                        14,307          13,719
Power                                   14,783          15,527
All Other                                7,318           7,113
   Segment/Consolidated Totals      $  713,327      $  615,675


Operating Income:
                                          Three Months Ended
                                        April 2,      April 3,
(Thousands of dollars)                    2005          2004

Pork                                $   49,641      $   21,334
Commodity Trading and Milling           19,820           8,713
Marine                                  22,485           7,417
Sugar and Citrus                         2,972           3,558
Power                                      995           1,525
All Other                                  558             525
   Segment Totals                       96,471          43,072
Corporate Items                            609            (310)
   Consolidated Totals              $   97,080      $   42,762


Income (Loss) from Foreign Affiliates:

                                          Three Months Ended
                                        April 2,      April 3,
(Thousands of dollars)                    2005          2004

Commodity Trading and Milling       $    2,112      $      667
Sugar and Citrus                           198               1
All Other                               (2,831)           (805)
   Segment/Consolidated Totals      $     (521)     $     (137)


Investments in and Advances to Foreign
  Affiliates:
                                        April 2,     December 31,
(Thousands of dollars)                    2005          2004

Commodity Trading and Milling       $   27,660      $   26,762
Sugar and Citrus                         2,212           2,050
All Other                                7,679           9,189
   Segment/Consolidated Totals      $   37,551      $   38,001

<PAGE> 10


Total Assets:
                                        April 2,     December 31,
(Thousands of dollars)                    2005          2004

Pork                                $  652,817      $  655,551
Commodity Trading and Milling          281,615         278,324
Marine                                 169,354         138,238
Sugar and Citrus                        92,239          90,035
Power                                   86,493          77,978
All Other                               11,523          13,924
   Segment Totals                    1,294,041       1,254,050
Corporate Items                        231,129         182,644
   Consolidated Totals              $1,525,170      $1,436,694


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  income  (loss)  represents  certain  operating  items   not
specifically allocated to individual segments.

<PAGE> 11


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

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash   and   short-term  investments  increased  $87.1  million   from
December 31, 2004 reflecting the cash generated from operations.  Cash
from  operating  activities totaled $99.6  million  during  the  first
quarter  of  2005,  of  which  $13.9  million  was  used  for  capital
expenditures and $2.8 million was used to pay scheduled maturities  on
long-term  debt.  Cash from 2005 operating activities  increased  over
the  2004  three  month  period  primarily  reflecting  the  increased
earnings  of  the  Pork,  Commodity Trading and  Milling,  and  Marine
segments  without corresponding increases in working capital needs  as
experienced in the prior year.

Capital Expenditures and Other Investing Activities

Seaboard  invested $13.9 million in property, plant and equipment  for
the  three  months  ended  April 2, 2005, of which  $1.7  million  was
expended  in  the  Pork segment, $7.8 million in the  Marine  segment,
$3.5  million in the Sugar and Citrus segment and $0.9 million in  the
remaining  businesses.  The 2005 capital expenditures for  the  Marine
segment  include  $2.1  million  for  the  purchase  of  a  previously
chartered  containerized  cargo vessel with  the  remainder  primarily
spent  on  cargo carrying equipment.  In the Sugar and Citrus segment,
the  capital  expenditures  were primarily used  for  mill  expansion,
plantation  development and harvesting equipment.  All  other  capital
expenditures  are  of a normal recurring nature and primarily  include
replacements   of  machinery  and  equipment,  and  general   facility
modernizations and upgrades.  Additionally, during the second  quarter
of  2005,  Seaboard  intends to spend approximately  $9.9  million  to
purchase  a  used  bulk vessel for the Commodity Trading  and  Milling
segment, and has spent $2.1 million to purchase a crane for the Marine
segment.   As of April 2, 2005, excluding the bulk vessel  and  crane,
for  the  remainder of 2005 management has budgeted additional capital
expenditures  totaling $31.0 million, including $9.7 million  for  the
Pork  segment,  $8.1  million for the Commodity  Trading  and  Milling
segment, $5.4 million in the Marine segment, $5.9 million in the Sugar
and  Citrus segment and $2.0 million for all other businesses.   These
budgeted  expenditures are primarily of a normal recurring nature  and
include  replacements of equipment and general facility  upgrades  and
improvements.    Management  anticipates   financing   these   capital
expenditures  from  internally generated cash, the  use  of  available
short-term investments or existing short-term borrowing capacity.

During  the fourth quarter of 2004, Seaboard placed $716,000 in escrow
representing a partial payment for what will be a $3,383,000, 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.

Financing Activities and Debt

As of April 2, 2005, Seaboard had short-term committed lines of credit
totaling  $115.0 million, a $200.0 million five-year committed  credit
facility,   and  uncommitted  lines  totaling  $29.8   million.    The
borrowings outstanding as of April 2, 2005 of $3.0 million were  under
uncommitted  lines.   Outstanding standby letters of  credit  totaling
$53.5   million  reduced  Seaboard's  borrowing  capacity  under   its
committed  credit  lines,  primarily representing  $42.7  million  for
Seaboard's outstanding Industrial Development Revenue Bonds and  $10.4
million  related  to  insurance coverages.  The  short-term  committed
lines  include a $95.0 million subsidiary credit facility for  use  by
the  Commodity  Trading and Milling segment which  has  been  extended
through  June  15, 2005, and a $20.0 million committed line  that  was
allowed  to expire on April 30, 2005.  It's management's intention  to
further  extend  the subsidiary line, subject to finalization  of  the
borrowing capacity and other terms and conditions.

In  addition  to  funding Seaboard's planned capital  expenditures  as
discussed  above, Seaboard's remaining 2005 scheduled  long-term  debt
maturities  total $58.0 million.  Management believes that  Seaboard's
current  combination of internally generated cash, liquidity,  capital
resources  and borrowing capabilities will be adequate to  make  these
scheduled debt payments and support existing operations during  fiscal
2005.   While management does periodically review various alternatives
for  future  financings  to provide additional  liquidity  for  future
operating  plans,  and intends to continue seeking  opportunities  for
expansion  in  the  industries in which Seaboard operates,  management
currently has no plans to pursue other financing alternatives at  this
time.

See  Note 5 to the Condensed Consolidated Financial Statements  for  a
summary  of  Seaboard's contingent obligations,  including  guarantees
issued to support certain activities of non-consolidated affiliates or
third parties who provide services for Seaboard.

<PAGE> 12

RESULTS OF OPERATIONS

Net  sales increased to $713.3 million for the first quarter  of  2005
compared  to  $615.7 million during the first quarter  of  2004.   The
increase in net sales was primarily the result of higher market prices
for  pork  products,  higher volumes sold  by  the  commodity  trading
business,  and  improved average rates and volumes  for  marine  cargo
service.  Operating income increased to $97.1 million in 2005 compared
to  $42.8  million  during the first quarter  of  2004.   The  factors
resulting in increased sales were also the primary reasons for  higher
operating income for the quarter.

Pork Segment

                                             Three Months Ended
                                          April 2,        April 3,
(Dollars in millions)                       2005            2004

Net sales                                  $242.4          $211.7
Operating income                           $ 49.6          $ 21.3

Net  sales  for the Pork segment increased $30.7 million in the  first
quarter  of  2005  compared  to the first quarter  of  2004  primarily
reflecting  the  higher domestic and international market  prices  for
pork  products.  Sales prices generally increased throughout 2004  and
have  remained strong through the first quarter of 2005.   The  demand
for  pork  products  remained strong, especially in the  international
markets,  as  a  result  of  higher  prices  for  competing  proteins,
favorable export conditions and a weakened U.S. dollar.

Operating income for the Pork segment increased $28.3 million  in  the
first  quarter  of 2005 compared to the first quarter  of  2004  as  a
result  of  the  higher sales prices discussed above  and  lower  feed
costs.   In  addition,  Seaboard  processed  a  higher  percentage  of
Seaboard-raised  hogs which cost less than third  party  hogs.   These
improvements  were partially offset by an increase in  cost  of  third
party hogs.  Management is unable to predict future market prices  for
pork  products, feed costs and third party hogs, or for how  long  the
overall  market conditions will continue to be favorable, but  expects
the favorable conditions to continue through the first half of 2005.

Commodity Trading and Milling Segment

                                             Three Months Ended
                                          April 2,        April 3,
(Dollars in millions)                       2005            2004

Net sales                                  $286.1          $256.7
Operating income                           $ 19.8          $  8.7
Income from foreign affiliates             $  2.1          $  0.7

Net  sales  for  the  Commodity Trading and Milling segment  increased
$29.4  million  in  the first quarter of 2005 compared  to  the  first
quarter  of  2004, primarily reflecting increased trading  volumes  in
existing  markets and certain new markets to third parties,  primarily
for  wheat  and soybean meal.  This increase was partially  offset  by
lower  commodity prices compared to 2004.  During the  first  half  of
2004,  world-wide  commodity  prices  increased  significantly  before
declining in the latter half of the year.

Operating income for this segment increased $11.1 million in the first
quarter  of  2005 compared to the first quarter of 2004.   During  the
first quarter of 2005 operating income increased $8.5 million compared
to  the first quarter of 2004 for derivative gains as discussed below.
The  increase  also reflects higher third party sales volumes  in  the
trading business, improved margins on sales to certain affiliates, and
improved operations for certain milling locations.  These improvements
were   partially   offset  by  higher  2005   selling,   general   and
administrative costs, reflecting growth of the business and higher bad
debt expenses.  However, future margins may be impacted by fluctuating
freight rates.  Due to the uncertain political and economic conditions
in  the countries in which Seaboard operates, management is unable  to
predict  future sales and operating results, but anticipates  positive
operating income, excluding the potential effects of derivative  gains
or losses, to continue in 2005.

<PAGE> 13

Had  Seaboard  applied hedge accounting to its derivative instruments,
operating  income would have been lower by $9.8 million in  the  first
quarter of 2005 and $1.3 million in the first quarter of 2004.   While
management  believes  its  foreign exchange  contracts  and  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  either type of derivative  as  hedges  for
accounting purposes.  Accordingly, while the changes in value  of  the
derivative instruments were marked to market, the changes in value  of
the firm purchase or sales contracts were not.  As a result, operating
income  for  the  first quarter of 2005 includes commodity  derivative
gains  of  $6.5  million compared to gains of  $1.3  million  in  2004
related  to these mark-to-market adjustments.  In addition,  operating
income  for  the  first quarter of 2005 includes  gains  from  foreign
exchange  derivative  contracts of $3.3  million.   During  2004,  the
foreign  exchange contracts were accounted for as hedges.   Seaboard's
market  risk  exposure related to its derivative instruments  has  not
changed materially since December 31, 2004.

Income  from foreign affiliates in the first quarter of 2005  improved
$1.4 million from 2004 primarily reflecting improved operating results
from  certain  milling operations generally as a  result  of  improved
local  market  conditions.  Based on current  political  and  economic
situations in the countries in which the flour and feed mills operate,
management  cannot predict whether the foreign affiliates will  remain
profitable for the remainder of 2005.

Marine Segment

                                             Three Months Ended
                                          April 2,        April 3,
(Dollars in millions)                       2005            2004

Net sales                                  $148.3          $110.9
Operating income                           $ 22.5          $  7.4

Net  sales for the Marine segment increased $37.4 million in the first
quarter  of  2005  compared to the first quarter  of  2004  reflecting
higher  average cargo rates and higher cargo volumes.   Average  cargo
rates  increased  over  2004  reflecting improved  market  conditions,
especially  in  the Venezuelan market, allowing prices to  respond  to
higher  operating costs, particularly fuel and charter hire  expenses,
and  better  cargo mixes in certain markets.  The volumes and  average
rates for the Venezuelan market in the first quarter of 2005 increased
over  the  first  quarter of 2004 as that economy improved  throughout
2004  and  into  2005.  Management cannot predict whether  rates  will
continue  to  increase  in an amount sufficient  to  cover  increasing
charter hire and bunker expenses.

Operating income for the Marine segment increased $15.1 million in the
first quarter of 2005 compared to the first quarter of 2004, primarily
reflecting the increased rates and volumes discussed above.   Although
management  cannot predict changes in future cargo rates  or  to  what
extent  changes in economic conditions will impact cargo  volumes,  it
does expect this segment to remain profitable in 2005.

Sugar and Citrus Segment
                                             Three Months Ended
                                          April 2,        April 3,
(Dollars in millions)                       2005            2004

Net sales                                  $ 14.3          $ 13.7
Operating income                           $  3.0          $  3.6
Income from foreign affiliates             $  0.2          $    -

Net  sales for the Sugar and Citrus segment increased slightly in  the
first  quarter of 2005 compared to the first quarter of 2004 primarily
reflecting  slightly  higher sales volumes.  While  management  cannot
predict  future  sugar prices, management does not expect  2005  sugar
prices  to increase above the 2004 prices.  Operating income decreased
$0.6  million for the first quarter of 2005 compared to the prior year
primarily  due  to higher sugar production costs.  Management  expects
operating income will remain positive for 2005.

<PAGE> 14

Power Segment
                                             Three Months Ended
                                          April 2,        April 3,
(Dollars in millions)                       2005            2004

Net sales                                  $ 14.8          $ 15.5
Operating income                           $  1.0          $  1.5

Net  sales  for the Power segment decreased $0.7 million in the  first
quarter  of  2005  compared  to the first quarter  of  2004  primarily
reflecting slightly lower production.  To avoid selling power  on  the
spot   market   to   certain  customers  about  whom  management   has
collectibility  concerns,  Seaboard  entered  into  short-term   sales
contracts  for most of its production not already sold under  existing
contracts.   Although  the generating facilities  have  operated  near
capacity  in  2005,  management  may impose  further  curtailments  if
revenue collectibility conditions warrant.

Operating income decreased $0.5 million for the first quarter of  2005
compared to the first quarter of 2004 primarily reflecting higher fuel
costs  and  the  impact of the strengthening peso on  local  expenses,
partially offset by lower commissions and bad debt expense.  While the
economic  problems  continue  to  exist  in  the  Dominican  Republic,
management  expects relative stability for the near term.   Management
cannot  predict  whether this segment will remain profitable  for  the
remainder of 2005.

All Other
                                             Three Months Ended
                                          April 2,        April 3,
(Dollars in millions)                       2005            2004

Net sales                                  $  7.3          $  7.1
Operating income                           $  0.6          $  0.5
Loss from foreign affiliates               $ (2.8)         $ (0.8)

Net  sales and operating income for All Other remained consistent with
2004.   The loss from foreign affiliates reflects Seaboard's share  of
losses from its equity method investment in a Bulgarian wine business.
In  2005  Seaboard  recorded  100% of the losses  from  this  business
compared  to  37% in the first quarter of 2004.  See  Note  7  to  the
Condensed Consolidated Financial Statements for further discussion.

Selling, General and Administrative Expenses

Selling,  general  and administrative (SG&A) expenses  for  the  first
quarter  of  2005 increased by $0.7 million over the first quarter  of
2004  primarily due to increases in the Commodity Trading and  Milling
segment  reflecting increased selling costs related to the  growth  of
the  business and bad debt expense.  Lower commission expenses and bad
debt expense of the Power segment partially offset this increase.   As
a  percentage of revenues, SG&A decreased to 4.4% in the first quarter
of  2005 compared to 5.0% for the first quarter of 2004 as a result of
increased sales in the Pork, Commodity Trading and Milling, and Marine
segments.

Interest Expense

Interest expense decreased $1.7 million in the first quarter  of  2005
compared  to  the first quarter of 2004 reflecting the  lower  average
level  of short-term and long-term borrowings outstanding during 2005.
During  the  second  quarter of 2004, Seaboard  repaid  a  significant
portion  of its short-term notes payable to banks with operating  cash
flows and there has been no need for additional borrowings.

Interest Income

Interest  income increased $1.7 million in the first quarter  of  2005
compared  to  the first quarter of 2004 primarily reflecting  interest
received  on  outstanding customer receivable balances  in  the  Power
segment, and the higher level of average funds invested during 2005.

<PAGE> 15

Foreign Currency Gains (Losses)

Foreign  currency  net gains of $0.7 million in the first  quarter  of
2005  compared with $1.7 million of losses in 2004.  During 2005,  the
Dominican  Republic  peso strengthened, resulting  in  gains  of  $0.7
million  while  during  2004 its devaluation caused  foreign  exchange
losses   of  $1.9  million.   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 in the first quarter of 2005 reflects $3.0  million
of  gains  from  the mark to market of interest rate  swap  agreements
compared to losses of $2.7 million in 2004.  These swap agreements  do
not qualify as hedges for accounting purposes and accordingly, changes
in the market value are recorded to earnings as interest rates change.
Miscellaneous, net for 2004 also includes gains of $3.1  million  from
the  mark  to  market of commodity futures and options contracts  that
management  doesn't view as direct economic hedges of its  operations.
In   addition,   miscellaneous,  net  for  2004  includes   gains   of
$0.5  million  from  the settlement of antitrust litigation  for  feed
additives used by Seaboard.

Income Tax Expense

The  effective  tax  rate  increased  during  2005  compared  to  2004
primarily  as a result of increased domestic taxable income and  lower
amounts   of  permanently  deferred  foreign  earnings.   As   further
discussed  in  Note 3 of Condensed Consolidated Financial  Statements,
due   to   ambiguity  with  the  application  of  Treasury  Department
Regulations,  in  the  first  quarter of 2005  Seaboard  accrued  $7.5
million  tax  expense  on  shipping income that  could  ultimately  be
treated  as  non-taxable if the ambiguity is favorably  resolved.   In
addition,   see  Note  3  to  the  Condensed  Consolidated   Financial
Statements  for  a  discussion  of  the  Internal  Revenue   Service's
examination of Seaboard's federal income tax returns for 2000  through
2002.

Other Financial Information

On  December 21, 2004, the Financial Accounting Standards Board (FASB)
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  Financial
Accounting Standards (SFAS) No. 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 fourth quarter of 2005.

In  November  2004,  FASB  issued SFAS  151,  Inventory  Costs.   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.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Seaboard is exposed to various types of market risks from its  day-to-
day  operations.  Primary market risk exposures result  from  changing
commodity prices, foreign currency exchange rates and interest  rates.
Changes  in  commodity  prices  impact  the  cost  of  necessary   raw
materials,   finished  product  sales  and  firm  sales   commitments.
Seaboard  uses  various grain and meal futures  and  options  purchase
contracts  to  manage  certain  risks  of  increasing  prices  of  raw
materials and firm sales commitments.  Short sales contracts may  then
be  used  to  offset any open purchase derivatives  when  the  related
commodity   inventory  is  purchased  in  advance  of  the  derivative
maturity, effectively canceling the initial futures or option purchase
contract.  From time to time, hog futures are used to manage risks  of
increasing  prices  of  live hogs acquired  for  processing.   Because
changes  in  foreign currency exchange rates impact the cash  paid  or
received  on  foreign currency denominated receivables  and  payables,
Seaboard  manages certain of these risks through the  use  of  foreign
currency  forward  exchange  agreements.  Changes  in  interest  rates
impact the cash required to service variable rate debt.  From time  to
time,  Seaboard uses interest rate swaps to manage risks of increasing
interest  rates.   Seaboard's market risk exposure  related  to  these
items has not changed materially since December 31, 2004.

<PAGE> 16

Item 4.  Controls and Procedures

Evaluation   of  Disclosure  Controls  and  Procedures  -   Seaboard's
management  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) as of
April  2,  2005.   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.

Change  in  Internal Controls - There has been no change in Seaboard's
internal  control  over financial reporting that occurred  during  the
fiscal quarter ended April 2, 2005 that has materially affected, or is
reasonably  likely to materially affect, Seaboard's  internal  control
over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Seaboard's  subsidiary,  Seaboard Farms,  Inc.  (Seaboard  Farms),  is
subject  to  an ongoing Unilateral Administrative Order  (RCRA  Order)
pursuant  to  Section 7003 of the Resource Conservation  and  Recovery
Act,  as  amended,  42 U.S.C. Sec. 6973 (RCRA), filed  by  the  United
States  Environmental Protection Agency (EPA) on June 29.  These  same
farms  are  the subject of a Notice of Violation letter received  from
the  State  of  Oklahoma, alleging that Seaboard  Farms  has  violated
various provisions of state law and the operating permits based on the
same conditions which gave rise to the RCRA Order.

Seaboard  Farms  disputes the RCRA Order and the State  of  Oklahoma's
contentions on legal and factual grounds, and advised the EPA that  it
won't  comply  with  the  RCRA  Order, as  written.   Notwithstanding,
Seaboard  Farms  has undertaken an extensive investigation  under  the
RCRA  Order, and has had significant discussions with the EPA and  the
State  of  Oklahoma, proposing to pay a civil penalty and to undertake
continued  monitoring  and take a number of  corrective  actions  with
respect to the farms, and one additional farm, in order to attempt  to
settle   the   RCRA  Order  and  the  Oklahoma  Notice  of   Violation
Originally,  EPA advised Seaboard Farms that any such settlement  must
include  a  civil  fine of $1,200,000, but EPA has since  reduced  the
amount of its demand for a civil penalty to $345,000.  Seaboard  Farms
believes  that  the EPA has no authority to impose a civil  fine,  but
settlement discussions are continuing.

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  being
agreed  to  and  the  approval of the Oklahoma Board  of  Agriculture.
Irrespective of the settlement, Seaboard Farms intends to proceed with
the 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.  To date,  the
$5  million  limit has not been exceeded.  If the tentative settlement
with  the  State  of  Oklahoma is agreed to, the estimated  cumulative
costs  which  will be expended will total approximately $6.9  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  to
determine  whether the $5 million limit will be exceeded 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
liability  in  excess of $5 million (excluding the estimated  $180,000
cost for testing and sampling), although PIC disputes this.

<PAGE> 17

EPA has been conducting an additional 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.  EPA has  proposed  to
settle  the  matter by Seaboard Farms paying a civil fine of  $345,000
and  taking  various  other  actions  which  will  cost  approximately
$150,000.  In  addition, Seaboard Farms would agree to participate  in
the National AFO/CAFO Air Emissions Agreement with EPA, with a portion
of  the  civil  fine  being  paid under  this  agreement.   Management
believes  it has meritorious legal and factual defenses and objections
to EPA's demands, but settlement discussions are continuing.

Item 4.  Submission of Matters to a Vote of Security Holders
The  annual  meeting of stockholders was held on  April  25,  2005  in
Newton,  Massachusetts.   Three items were  submitted  to  a  vote  of
stockholders   as  described  in  Seaboard's  Proxy  Statement   dated
March  14,  2005.  The following table briefly describes the proposals
and results of the stockholders' vote.

                               Votes in    Votes
                                Favor     Withheld

1.  To elect the following persons as directors.

    H. Harry Bresky          1,140,850.9    72,786
    David A. Adamsen         1,205,235.9     8,401
    Douglas W. Baena         1,141,206.9    72,430
    Joseph E. Rodrigues      1,205,268.9     8,368
    Kevin M. Kennedy and     1,140,812.9    72,824
    Steven J. Bresky         1,205,268.9     8,368


                                  Votes in       Votes      Votes      Broker
                                    Favor       Against   Abstaining  Non-Votes

2.  To ratify selection of
    KPMG LLP as independent
    auditors for 2005.           1,212,623.9         287        726          -

3.  Stockholder proposal for
    preparation of environmental
    sustainability report           75,303     1,066,377.9   15,234     56,722

Item 6.  Exhibits

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

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

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

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

<PAGE> 18

This Form 10-Q contains forward-looking statements with respect to the
financial condition, results of operations, plans, objectives,  future
performance  and business of Seaboard Corporation and its subsidiaries
(Seaboard).   Forward-looking statements generally may  be  identified
as:  statements  that  are not historical in  nature;  and  statements
preceded  by,  followed  by  or  that include  the  words  "believes,"
"expects,"    "may,"   "will,"   "should,"   "could,"   "anticipates,"
"estimates,"  "intends,"  or similar expressions.   In  more  specific
terms,   forward-looking  statements,  include,  without   limitation:
statements concerning projection of revenues, income or loss,  capital
expenditures,  capital structure or other financial items;  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) Seaboard's  ability  to  obtain
adequate  financing and liquidity, (ii) the price of feed  stocks  and
other  materials  used  by Seaboard, (iii) the sale  price  or  market
conditions for pork products from such operations, (iv) the  price  or
market  conditions for other products and services,  (v)  the  charter
hire  rates  and fuel prices for vessels, (vi) the demand  for  power,
related  spot market prices and collectibility of receivables  in  the
Dominican  Republic, (vii) the effect of the fluctuation  in  exchange
rates  for  the  Dominican Republic pesos, (viii) the  effect  of  the
Venezuelan  economy on the Marine Division, (ix) the potential  effect
of  Seaboard's  investment  in  a wine business  on  the  consolidated
financial   statements,   (x)   the  potential   impact   of   various
environmental actions pending or threatened against Seaboard, (xi) the
potential   impact   of   the   American   Jobs   Creation   Act,   or
(xii)   statements  concerning  profitability  of  any  of  Seaboard's
segments  (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," identifies  important  factors
which could cause such differences.

<PAGE> 19



                              SIGNATURES


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




                           DATE:  May 4, 2005

                           Seaboard Corporation


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



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

<PAGE> 20


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>ex31-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
<TEXT>

                                                          Exhibit 31.1

                            CERTIFICATIONS

I, H. H. Bresky, certify that:

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

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

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

  4.   The  registrant's  other  certifying  officer(s)  and   I   are
  responsible  for  establishing and maintaining  disclosure  controls
  and  procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
  15(e)) 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: May 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>3
<FILENAME>ex31-2.txt
<DESCRIPTION>CERTIFICATION OF THE DHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
<TEXT>

                                                          Exhibit 31.2

                            CERTIFICATIONS

I, Robert L. Steer, certify that:

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

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

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

  4.   The  registrant's  other  certifying  officer(s)  and   I   are
  responsible  for  establishing and maintaining  disclosure  controls
  and  procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
  15(e)) 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: May 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>4
<FILENAME>ex32-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
<TEXT>

                                                           Exhibit 32.1


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

In connection with the filing of the Quarterly Report on Form 10-Q for
the  fiscal  quarter  ended  April 2, 2005 (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:  May 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>5
<FILENAME>ex32-2.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906
<TEXT>

                                                          Exhibit 32.2


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

In connection with the filing of the Quarterly Report on Form 10-Q for
the  fiscal  quarter  ended  April 2, 2005 (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:  May 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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