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<SEC-DOCUMENT>0000088121-05-000013.txt : 20050811
<SEC-HEADER>0000088121-05-000013.hdr.sgml : 20050811
<ACCEPTANCE-DATETIME>20050811161325
ACCESSION NUMBER:		0000088121-05-000013
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20050702
FILED AS OF DATE:		20050811
DATE AS OF CHANGE:		20050811

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:		051017310

	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>q10-2q.txt
<DESCRIPTION>SEABOARD CORPORATION 2005 2ND 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 July 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 July 25, 2005.


                                   Total pages in filing - 22 pages

<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                                                    July 2,     December 31,
                                                     2005          2004

                                      Assets

Current assets:
   Cash and cash equivalents                      $   46,559   $   14,620
   Short-term investments                            238,562      119,259
   Receivables, net                                  241,684      246,129
   Inventories                                       264,491      301,049
   Deferred income taxes                              15,382       14,341
   Other current assets                               46,506       48,040
Total current assets                                 853,184      743,438
Investments in and advances to foreign affiliates     36,004       38,001
Net property, plant and equipment                    605,132      603,382
Other assets                                          42,968       51,873
Total assets                                      $1,537,288   $1,436,694

                 Liabilities and Stockholders' Equity

Current liabilities:
   Notes payable to banks                         $    1,385   $    1,789
   Current maturities of long-term debt               60,932       60,756
   Accounts payable                                   90,053       83,506
   Other current liabilities                         153,089      162,855
Total current liabilities                            305,459      308,906
Long-term debt, less current maturities              232,205      262,544
Deferred income taxes                                125,105      125,559
Other liabilities                                     47,698       44,865
Total non-current and deferred liabilities           405,008      432,968
Minority and other noncontrolling interests            2,225        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              (51,205)     (53,741)
   Retained earnings                                 874,546      745,168
Total stockholders' equity                           824,596      692,682
Total liabilities and stockholders' equity        $1,537,288   $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        Six Months Ended
                                    July 2,     July 3,     July 2,     July 3,
                                     2005        2004        2005        2004
Net sales:
   Products                     $  547,689  $  562,688  $1,090,952  $1,040,755
   Services                        168,475     134,022     323,756     256,103
   Other                            20,798      15,597      35,581      31,124
Total net sales                    736,962     712,307   1,450,289   1,327,982
Cost of sales and operating
 expenses:
   Products                        475,454     511,147     929,861     943,608
   Services                        130,697     102,042     248,072     200,405
   Other                            16,311      11,978      29,295      23,257
Total cost of sales and operating
 expenses                          622,462     625,167   1,207,228   1,167,270
Gross income                       114,500      87,140     243,061     160,712
Selling, general and
 administrative expenses            32,352      31,613      63,833      62,423
Operating income                    82,148      55,527     179,228      98,289
Other income (expense):
   Interest expense                 (5,611)     (6,679)    (11,604)    (14,418)
   Interest income                   2,752       1,810       6,256       3,565
   Loss from foreign affiliates     (1,223)        (94)     (1,744)       (231)
   Minority and other
    noncontrolling interests           (40)       (312)       (472)       (394)
   Foreign currency gain (loss),
    net                               (623)        157          59      (1,504)
   Loss from the sale of a portion
    of operations                   (1,773)          -      (1,773)          -
   Miscellaneous, net               (2,701)        533         306       2,873
Total other income (expense), net   (9,219)     (4,585)     (8,972)    (10,109)
Earnings before income taxes        72,929      50,942     170,256      88,180
Income tax expense                 (10,345)    (16,686)    (38,995)    (26,547)
Net earnings                    $   62,584  $   34,256  $  131,261  $   61,633

Earnings per common share       $    49.87  $    27.29  $   104.59  $    49.11
Dividends declared per common
 share                          $     0.75  $     0.75  $     1.50  $     1.50
Average number of shares
 outstanding                     1,255,054   1,255,054   1,255,054   1,255,054

             See notes to condensed consolidated financial statements.

<PAGE> 2


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

                                                         Six Months Ended
                                                        July 2,     July 3,
                                                         2005        2004

Cash flows from operating activities:
   Net earnings                                      $ 131,261   $  61,633
   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                    30,943      32,619
       Loss from foreign affiliates                      1,744         231
       Foreign currency exchange gains                     (29)       (221)
       Loss from the sale of a portion of operations     1,773           -
       Deferred income taxes                            (2,101)     20,672
   Changes in current assets and liabilities,
     net of portion of operations sold:
        Receivables, net of allowance                    7,525     (41,408)
        Inventories                                     16,420     (11,433)
        Other current assets                            (2,447)     (7,257)
        Current liabilities exclusive of debt              186      28,177
   Other, net                                            2,165         514
Net cash from operating activities                     187,440      83,527
Cash flows from investing activities:
   Purchase of short-term investments                 (381,475)    (46,257)
   Proceeds from the sale or maturity of short-term
    investments                                        262,172      65,899
   Investments in and advances to foreign affiliates,
    net                                                  1,590       1,342
   Proceeds from the sale of a portion of operations    23,633           -
   Capital expenditures                                (33,082)    (12,425)
   Other, net                                            4,346       2,249
Net cash from investing activities                    (122,816)     10,808
Cash flows from financing activities:
   Notes payable to banks, net                            (404)    (74,404)
   Principal payments of long-term debt                (30,084)    (30,443)
   Repurchase of minority interest in a controlled
    subsidiary                                               -      (5,000)
   Dividends paid                                       (1,883)     (1,883)
   Other, net                                             (436)      1,063
Net cash from financing activities                     (32,807)   (110,667)
Effect of exchange rate change on cash                     122       1,363
Net change in cash and cash equivalents                 31,939     (14,969)
Cash and cash equivalents at beginning of year          14,620      37,377
Cash and cash equivalents at end of period           $  46,559   $  22,408

            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 then 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.
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.  While $1,249,000 and
$4,191,000 of the related sales were consummated during the three  and
six  months ended July 2, 2005, respectively, $1,317,000 of  the  firm
sales  commitments were also sold as part of the sale of a portion  of
the  third  party  trading operations as discussed  in  Note  2.   The
remaining net asset value as of July 2, 2005 related to those retained
open  firm  sales  commitments totaled $50,000.   Although  management
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 three and six months ended  July
2,  2005  Seaboard  recorded  losses  of  $4,365,000  and  $1,387,000,
respectively,  related  to  these  agreements  compared  to  gains  of
$2,899,000  and $156,000 during the same periods of 2004.   The  gains
and  losses  are  included  in miscellaneous,  net  on  the  Condensed
Consolidated Statements of Earnings and reflect changes in fair market
value,  net of interest paid or received.  During the 2005  three  and
six  month  periods,  Seaboard  made  net  payments  of  $733,000  and
$2,422,000  respectively, compared to payments made of $1,055,000  and
$3,267,000  during  the  same  periods  of  2004  resulting  from  the
difference  between the fixed rate paid and variable rate received  on
these agreements.

The   nature  of  Seaboard's  market  risk  exposure  related  to  its
derivative    instruments   has   not   changed    materially    since
December 31, 2004 although the amount of commodity futures and  option
contracts  and foreign exchange contracts decreased considerably  with
the  sale  of  a  portion  of the third party  trading  operations  as
discussed in Note 2.

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 three
and six month periods of each year.

                            Three Months Ended            Six Months Ended
Thousands of dollars    July 2, 2005  July 3, 2004   July 2, 2005  July 3, 2004

Beginning balance           $6,382        $6,333         $6,266        $6,086
Accretion expense              116           116            232           229
Liability for additional
 lagoons placed in service       -             -              -           134
Ending balance              $6,498        $6,449         $6,498        $6,449

<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  4  for
further discussion.

Note  2  -  Acquisitions,  Dispositions  and  Repurchase  of  Minority
            Interest

Effective May 9, 2005 Seaboard's Commodity Trading and Milling segment
agreed  to  sell some components of its third party commodity  trading
operations,  consisting primarily of certain forward sales  contracts,
certain  grain  inventory and all related contracts  to  support  such
sales  contracts,  including commodity futures  and  options,  foreign
exchange  agreements,  purchase contracts and charter  agreements  for
$23,633,000, subject to final adjustments.  This transaction closed on
May  27, 2005.  As a result of the sale, Seaboard intends to focus  on
the  supply  of raw materials to its core milling operations  and  the
transaction  of  third  party commodity trades  in  support  of  these
operations.   In addition, Seaboard intends to continue  competing  in
many  of  the markets and routes associated with the sale transaction,
although at a much reduced level.

The counterparty to this transaction is a South African multi-national
shipping  company, Grindrod Limited.  Since  Seaboard   does  not  use
hedge  accounting  for its commodity and foreign  exchange  derivative
instruments,  these  derivative  instruments  were  marked  to  market
through  the effective date of the sale while the change in  value  of
the  related commodity forward purchase and sale agreements were  not.
As  a result, derivative gains relating to derivative instruments sold
totaling  $2,161,000 were included in operating income  prior  to  the
sale  of  a portion of the operations resulting in a loss on the  sale
transaction totaling $1,773,000, subject to final adjustments.

Seaboard's  revenues from the portion of the operations sold  for  the
three  and  six  months  ended  July  2,  2005  totaled  approximately
$162,787,000  and $317,291,000, respectively, compared to $168,465,000
and  $311,952,000  for the three and six months ended  July  3,  2004,
respectively.   Since  Seaboard has conducted  its  commodity  trading
business  with  third  parties,  its  consolidated  subsidiaries,  and
foreign  affiliates on an interrelated basis and intends  to  continue
trading  with third parties in certain markets, operating income  from
the  business sold cannot be clearly distinguished from the  remaining
operations of Seaboard's Commodity Trading and Milling segment without
making numerous subjective assumptions primarily with respect to mark-
to-market  accounting.  For the three and six  months  ended  July  2,
2005,  this  transaction did not have a material effect on net  sales,
net  earnings or earnings per common share as transactions in  process
at  the  date  of  sale  were completed by and the  responsibility  of
Seaboard after the date of sale.  Net sales for the Commodity  Trading
and  Milling  segment  for  the second  half  of  2005  will  decrease
significantly as a result of this transaction; however, the extent  of
the  decrease  beyond 2005 will depend on the ability  to  effectively
compete in the markets.

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

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

<PAGE> 5

Subsequent to the end of the second quarter, on July 5, 2005, Seaboard
completed the acquisition effective July 3, 2005 of Daily's,  a  bacon
processor located in the western United States, for approximately  $45
million  in  cash,  subject to final adjustments  related  to  working
capital,  a  4.74% equity interest in Seaboard Foods  LLC  (previously
Seaboard   Farms,  Inc.)  with  a  preliminary  estimated   value   of
approximately $45 million and a put option estimated to  have  a  fair
value  of  approximately  $6.7  million,  as  discussed  below.    The
acquisition  includes Daily's two bacon processing plants  located  in
Salt  Lake City, Utah and Missoula, Montana.  Daily's produces premium
sliced  and  pre-cooked  bacon  primarily  for  food  service.    This
acquisition  continues  Seaboard's expansion of  its  integrated  pork
model  into value-added products and is expected to enhance Seaboard's
ability  to  venture into other processed pork products.  The  Sellers
have  an  option to put their 4.74% equity interest back  to  Seaboard
after two years for the greater of $40 million or a formula determined
value,  as defined, as of the put date.  The minimum put option  value
of  $40  million expires after five years.  Likewise, Seaboard  has  a
call  provision after five years of operations whereby Seaboard  could
reacquire the 4.74% equity interest for the greater of $45 million  or
a formula determined value.

The  percentage ownership interest issued to the Sellers was based  on
an  earnings  multiple of the business which approximates fair  value.
Seaboard  is  in  the process of finalizing its estimates  of  working
capital  acquired  and obtaining third-party valuations  of  the  real
estate  and  certain  intangible  assets  acquired;  accordingly   the
purchase  price  allocation may be revised when final  information  is
received  from  the  appraisers.  The following table  summarizes  the
preliminary allocation of the purchase price to the fair values of the
assets  acquired and liabilities assumed at the effective  acquisition
date of July 3, 2005.

(Thousands of dollars)                                    July 3, 2005

Net working capital                                        $ 6,700,000
Net property, plant and equipment                           27,800,000
Intangible assets                                           30,800,000
Goodwill                                                    31,400,000
  Estimated Purchase Price                                 $96,700,000

The intangible assets acquired include approximately $24.0 million  of
trade  names  and  registered trademarks  which  are  not  subject  to
amortization.    The  remaining  intangible  asset  balance   consists
primarily  of  contractual  and  direct  customer  relationships,  and
covenants not to compete and will be amortized over five to six years.

Note 3 - Inventories

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



                                                          July 2,  December 31,
(Thousands of dollars)                                     2005        2004
At lower of LIFO cost or market:
   Live hogs & materials                                $142,266     $141,126
   Dressed pork & materials                               16,541       20,334
                                                         158,807      161,460
   LIFO allowance                                          1,597          461
      Total inventories at lower of LIFO cost or market  160,404      161,921
At lower of FIFO cost or market:
   Grain, flour and feed                                  58,944       98,699
   Sugar produced & in process                            18,875       20,006
   Other                                                  26,268       20,423
      Total inventories at lower of FIFO cost or market  104,087      139,128
       Total inventories                                $264,491     $301,049

<PAGE> 6

Note 4 - 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  repealed  the  prior  law
treatment of shipping income as a component of subpart F income.  This
change allows Seaboard to avoid current U.S. taxation on its post-2004
shipping  income  and  has a material impact on  Seaboard's  2005  and
future effective tax rate and cash tax payments.  Originally there was
ambiguity  with  the  application of Treasury  Department  Regulations
resulting  in Seaboard accruing $7,490,000 of tax expense on  shipping
income  in the first quarter of 2005.  Ambiguity with this portion  of
the  Act  was  favorably  resolved  by  a  Notice  from  the  Treasury
Department subsequent to July 2, 2005.  Accordingly, Seaboard reversed
the previously accrued $7,490,000 as a reduction of income tax expense
in the second quarter of 2005.

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  in
the fourth quarter of 2005.  Factors in Seaboard's decision to utilize
this  provision  include  its ability to economically  borrow  at  the
foreign  subsidiary  level to allow for the payment  of  a  qualifying
dividend,  the  recent disposition of a portion  of  the  third  party
commodity trading operations discussed in Note 2 above, and Seaboard's
planned  domestic  and international cash needs.   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 July 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, ignoring
the  one-time  election to repatriate foreign earnings  at  a  reduced
rate,  the  resulting  Federal  income taxes  applicable  to  earnings
through July 2, 2005 assuming a 35% federal income tax rate would have
amounted to approximately $85,000,000.

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 5 - 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        Six months ended
(Thousands of dollars)     July 2, 2005 July 3, 2004  July 2, 2005  July3, 2004

Components of net periodic
 benefit cost:
  Service cost               $   952      $  742        $ 1,858       $ 1,614
  Interest cost                1,097         881          2,204         1,855
  Expected return on plan
   assets                     (1,129)       (775)        (2,264)       (1,567)
  Amortization and other         293         182            590           395
  Net periodic benefit cost  $ 1,213      $1,030        $ 2,388       $ 2,297

<PAGE> 7

Note 6 - 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  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.  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 July 2, 2005.

<PAGE> 8

Guarantee beneficiary                     Maximum exposure       Maturity

Foreign non-consolidated affiliate grain     $  712,000       Annual renewal
  processor - Uganda

Foreign non-consolidated affiliate food      $  400,000        August 2005
  product distributor - Ecuador

Various hog contract growers                 $1,529,000       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 July 2,  2005,  $688,000  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 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 $1,529,000.

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

As of July 2, 2005, Seaboard had outstanding $52,900,000 of letters of
credit  (LCs)  with  various banks that reduced  Seaboard's  borrowing
capacity under its committed credit facility.  Included in this amount
are  LCs totaling $42,688,000 which support the Industrial Development
Revenue Bonds included as long-term debt and $9,458,000 of LCs related
to insurances coverages.

Note  7  -  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  July 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.

<PAGE> 9

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 4.   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    Six Months Ended
                                          July 2,  July 3,    July 2,  July 3,
(Thousands of dollars)                      2005     2004       2005     2004

Net earnings                              $62,584  $34,256   $131,261  $61,633
Other comprehensive income (loss)
 net of applicable taxes:
  Foreign currency translation adjustment     711     (317)     2,434    1,927
  Unrealized gains (losses) on investments   (127)     (16)        47       74
  Unrealized gains (losses) on cash flow
   hedges                                       -      (10)       155      (62)
  Amortization of deferred gain on interest
   rate swaps                                 (50)     (50)      (100)    (100)

Total comprehensive income                $63,118  $33,863   $133,797  $63,472

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

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

Foreign currency translation adjustment  $(53,986)     $2,434    $(51,552)
Unrealized gain on investments                257          47         304
Unrecognized pension cost                    (375)          -        (375)
Net unrealized loss on cash flow hedges      (188)        155         (33)
Deferred gain on interest rate swaps          551        (100)        451

Accumulated other comprehensive loss     $(53,741)     $2,536    $(51,205)

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.

<PAGE> 10

Note 8 - 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 if negotiations are successful
the  remaining  carrying  value  of its  investment  at  the  time  of
disposition  will be recoverable from sales proceeds.   Seaboard  does
anticipate  incurring additional operating losses until  the  sale  of
this  Business  is  completed.   However,  if  the  Business  is   not
successful in selling a substantial portion of the Business during the
third  quarter of 2005, the Business will not be able to  fulfill  the
terms  of  its debt covenants or make principal payments to it  banks;
resulting  in,  barring  any  additional  support  from  the  existing
shareholders,  including  Seaboard,  probable  bankruptcy.    If   the
business is forced into bankruptcy, this would eliminate the value  of
the  Business  to  Seaboard 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 third quarter of 2005.  As of July 2, 2005, the  remaining
carrying  value  of  Seaboard's investments in and  advances  to  this
business  total  $4,536,000, including $3,293,000 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.

Effective  May  9,  2005,  Seaboard's Commodity  Trading  and  Milling
segment  sold certain of its third party commodity trading  operations
as discussed in Note 2.

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
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:
                                  Three Months Ended         Six Months Ended
                                  July 2,     July 3,       July 2,     July 3,
(Thousands of dollars)             2005        2004          2005        2004

Pork                            $255,031    $263,407    $  497,467  $  475,129
Commodity Trading and Milling    272,764     293,375       558,912     550,051
Marine                           161,246     118,231       309,581     229,149
Sugar and Citrus                  18,303      15,132        32,610      28,851
Power                             20,798      15,597        35,581      31,124
All Other                          8,820       6,565        16,138      13,678
   Segment/Consolidated Totals  $736,962    $712,307    $1,450,289  $1,327,982

<PAGE> 11


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

Pork                            $ 46,856    $ 38,020    $   96,497   $  59,354
Commodity Trading and Milling      7,072      (2,253)       26,892       6,460
Marine                            22,375      16,632        44,860      24,049
Sugar and Citrus                   2,140       2,561         5,112       6,119
Power                              3,412        (298)        4,407       1,227
All Other                          1,208         870         1,766       1,395
   Segment Totals                 83,063      55,532       179,534      98,604
Corporate Items                     (915)         (5)         (306)       (315)
   Consolidated Totals          $ 82,148    $ 55,527    $  179,228   $  98,289


Income (Loss) from Foreign Affiliates:

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

Commodity Trading and Milling   $  1,366    $  1,921    $    3,478   $   2,588
Sugar and Citrus                      15         175           213         176
All Other                         (2,604)     (2,190)       (5,435)     (2,995)
   Segment/Consolidated Totals  $ (1,223)   $    (94)   $   (1,744)  $    (231)


Investments in and Advances to Foreign Affiliates:

                                                        July 2,    December 31,
(Thousands of dollars)                                   2005         2004

Commodity Trading and Milling                         $   29,238    $   26,762
Sugar and Citrus                                           2,230         2,050
All Other                                                  4,536         9,189
   Segment/Consolidated Totals                        $   36,004    $   38,001


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

Pork                                                  $  637,804    $  655,551
Commodity Trading and Milling                            250,785       278,324
Marine                                                   207,789       138,238
Sugar and Citrus                                         103,225        90,035
Power                                                     91,097        77,978
All Other                                                 12,397        13,924
   Segment Totals                                      1,303,097     1,254,050
Corporate Items                                          234,191       182,644
   Consolidated Totals                                $1,537,288    $1,436,694

<PAGE> 12

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


<PAGE> 13

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  $151.2  million   from
December  31,  2004 reflecting the cash generated from operations  and
proceeds  of $23.6 million from the sale of a portion of the commodity
trading  operations  as noted below.  Cash from  operating  activities
totaled  $187.4 million during the first half of 2005, of which  $33.1
million  was used for capital expenditures and $30.1 million was  used
to  pay  scheduled  maturities  on long-term  debt.   Cash  from  2005
operating  activities  increased  over  the  2004  six  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.
In addition, ongoing inventory levels have decreased for the Commodity
Trading  and Milling segment with the sale of some components  of  the
commodity trading operations as noted below.

Acquisitions, Capital Expenditures and Other Investing Activities

As  discussed  in  Note  2  to  the Condensed  Consolidated  Financial
Statements,  effective  May 9, 2005 Seaboard's Commodity  Trading  and
Milling  segment  sold  some components of its third  party  commodity
trading  operations  for $23.6 million, subject to final  adjustments.
Transactions in process at the date of sale were completed by and  the
responsibility of Seaboard after the date of sale and thus the effects
on  the  second  quarter of 2005 were minimal with  the  exception  of
decreased  inventory levels as of July 2, 2005 compared to  historical
levels.   Although Seaboard intends to continue competing in  many  of
the  markets  of the sold operations, the volume of business  will  be
less and thus the overall working capital requirements will be less in
the future periods than periods prior to the sale.

During   the  six  months  ended  July  2,  2005,  Seaboard   invested
$33.1  million in property, plant and equipment, of which $4.2 million
was  expended  in the Pork segment, $9.0 milling was expended  in  the
Commodity  Trading and Milling segment, $12.6 million  in  the  Marine
segment,  and $6.3 million in the Sugar and Citrus segment.   For  the
Commodity  Trading  and Milling segment, $7.1  million  was  spent  to
purchase a used bulk vessel.  For the Marine segment, $4.1 million was
spent  to  purchase  a crane and a previously chartered  containerized
cargo  vessel,  with  the  remaining expenditures  primarily  used  to
purchase  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.  For the remainder of 2005 management has
budgeted  additional  capital  expenditures  totaling  $28.6  million,
including  $7.6  million for the Pork segment, $5.6  million  for  the
Commodity  Trading  and Milling segment, $8.8 million  in  the  Marine
segment,  and  $5.4  million in the Sugar and Citrus  segment.   These
budgeted  expenditures are primarily of a normal recurring nature  and
include  replacements of equipment and general facility  upgrades  and
improvements  with the exception of $2.8 million to make  improvements
to the vessel recently purchased for the Commodity Trading and Milling
segment.   Management  anticipates funding these capital  expenditures
from  internally  generated  cash, the  use  of  available  short-term
investments or existing borrowing capacity.

During  the  fourth quarter of 2004, Seaboard placed $0.7  million  in
escrow for a potential investment in an electricity generating company
in   the   Dominican   Republic.   Initially,  Seaboard's   investment
commitment  was for a total of $3.4 million, or a 12.9% investment  in
this  company,  but  during  the  second  quarter  of  2005,  Seaboard
increased  its commitment to approximately $5.5 million  for  a  total
investment of less than 20% in this company.  The remaining portion of
the  investment  will  be  made  as  soon  as  the  local  government,
regulatory and banking approvals are received.

As  discussed  in  Note  2  to  the Condensed  Consolidated  Financial
Statements,  subsequent  to  July  2,  2005,  Seaboard  completed  the
acquisition  of a bacon processing company (Daily's) in  exchange  for
$45.0 million in cash, subject to final adjustments related to working
capital,  and  an  equity  interest in Seaboard  Foods  LLC  (formerly
Seaboard Farms, Inc.).  The cash payment was funded with proceeds from
the sale of short-term investments.

Financing Activities and Debt

During  the  second quarter of 2005, Seaboard allowed a $20.0  million
committed  line  of  credit  to expire and also  cancelled  its  $95.0
million  subsidiary credit facility, leaving its $200.0 million  five-
year   committed  credit  facility,  and  uncommitted  lines  totaling
$29.6  million as of July 2, 2005.  The borrowings outstanding  as  of
July   2,   2005  of  $1.4  million  were  under  uncommitted   lines.
Outstanding  standby letters of credit totaling $52.9 million  reduced
Seaboard's  borrowing  capacity  under  its  committed  credit   line,
primarily   representing  $42.7  million  for  Seaboard's  outstanding
Industrial  Development  Revenue Bonds and  $9.5  million  related  to
insurance coverages.

<PAGE> 14

In  addition  to  funding Seaboard's planned capital  expenditures  as
discussed  above, Seaboard's remaining 2005 scheduled  long-term  debt
maturities  total $30.8 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 6 to the Condensed Consolidated Financial Statements  for  a
summary  of  Seaboard's contingent obligations,  including  guarantees
issued to support certain activities of non-consolidated affiliates or
third parties who provide services for Seaboard.

RESULTS OF OPERATIONS

Net  sales  for the three and six month periods of 2005  increased  by
$24.7  million  and  $122.3 million over the  same  periods  in  2004,
primarily  reflecting improved average rates and  volumes  for  marine
cargo  service.   Sales for the six months ended  July  2,  2005  also
reflect   improved  international  markets  for  the   Pork   segment.
Operating income for the three and six month periods of 2005 increased
$26.6  million and $80.9 million compared to the same periods of 2004.
These  increases  are primarily the result of the improved  rates  and
volumes   in  the  Marine  segment,  lower  feed  costs  and  improved
international  markets in the Pork segment and the significant  losses
recorded  in  2004  from the mark-to-market of commodity  futures  and
options in the Commodity Trading and Milling segment.

Seaboard's  operations primarily involve commodity  based  industries,
which  typically have cyclical upswings and downswings.  For the  past
several  quarters, Seaboard has experienced the positive effects  from
favorable  pricing conditions in the Pork and Marine  segments,  while
other segments have not experienced material negative conditions.   If
there  is  a  cyclical downswing in the Pork or Marine  industries  or
other  industries in which Seaboard operates, Seaboard's results  from
operations will be adversely affected.

Pork Segment
                          Three  Months Ended     Six Months Ended
                           July 2,   July 3,      July 2,  July 3,
(Dollars in millions)       2005      2004         2005     2004

Net sales                  $255.0    $263.4       $497.5   $475.1
Operating income           $ 46.9    $ 38.0       $ 96.5   $ 59.4

Net  sales for the Pork segment decreased $8.4 million for the quarter
while  increasing $22.4 million for the first six months  of  2005  as
compared  to  2004.  For the quarter, the decrease was  primarily  the
result   of  lower  domestic  prices  partially  offset  by   improved
international  volumes and, to a lesser degree, improved  product  mix
for  the  international markets. For the six months, the  increase  is
primarily  the  result of improved volumes and  product  mix  for  the
international  markets.  The demand for pork products remained  strong
in  the international markets, while domestic markets are beginning to
weaken.  Management expects the second half prices overall for 2005 to
be lower than the second half prices of 2004.

Operating income for the Pork segment increased $8.9 million and $37.1
million  for  the  three and six month periods of 2005,  respectively,
compared  to the same periods of 2004.  For the quarter, the  increase
was  primarily  related to lower feed costs and costs of  third  party
hogs,  partially offset by the lower net sales discussed  above.   For
the  six  months, the increase is primarily a result of  the  improved
international markets for the six month period as 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 for the six months.

During the past several quarters, market prices for pork products were
high relative to historic norms.  Historically high market prices have
not been sustained over long periods of time.  Although management  is
unable  to predict future market prices for pork products, feed  costs
and  third  party  hogs, there are indications that the pork  industry
may be at the beginning stages of a cyclical downturn in prices  which
could negatively impact operating results for the remainder of 2005.

As  discussed  in  Note  2  to  the Condensed  Consolidated  Financial
Statements,  on  July 5, 2005 Seaboard completed  the  acquisition  of
Daily's,   a  processor  of  premium  sliced  and  pre-cooked   bacon.
Accordingly, sales and operating income for the last half of 2005 will
include the operations of Daily's.

<PAGE> 15

Commodity Trading and Milling Segment

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

Net sales                      $272.8    $293.4       $558.9   $550.1
Operating income (loss)        $  7.1    $ (2.3)      $ 26.9   $  6.5
Income from foreign affiliates $  1.4    $  1.9       $  3.5   $  2.6

As  discussed  in  Note  2  to  the Condensed  Consolidated  Financial
Statements,  effective May 9, 2005, Seaboard sold some  components  of
its  third  party commodity trading operations.  Included in operating
income  for  the 2005 three and six month periods are $2.2 million  of
derivative gains related to derivative instruments sold as a result of
mark  to market accounting discussed below.  Seaboard's revenues  from
the  portion of the operations sold for the three and six months ended
July  2, 2005 totaled approximately $162.8 million and $317.3 million,
respectively,  compared to $168.5 million and $312.0 million  for  the
three  and  six  months  ended July 3, 2004,  respectively.   Seaboard
intends  to  continue  competing in many of  the  markets  and  routes
associated  with  the sale transaction, although  at  a  much  reduced
level.   Since  Seaboard has conducted its commodity trading  business
with   third  parties,  its  consolidated  subsidiaries,  and  foreign
affiliates on an interrelated basis and intends to continue trading to
third  parties in certain markets, operating income from the  business
sold cannot be clearly distinguished from the remaining operations  of
Seaboard's  Commodity  Trading  and  Milling  segment  without  making
numerous  subjective  assumptions primarily with respect  to  mark-to-
market  accounting.  For the three and six months ended July 2,  2005,
this  transaction  did not have a material effect on  net  sales,  net
earnings  or earnings per common share as transactions in  process  at
the  date of sale were completed by and the responsibility of Seaboard
after  the  date of sale.  Net sales for this segment for  the  second
half  of  2005  will  decrease  significantly  as  a  result  of  this
transaction;  however,  the extent of the decrease  beyond  2005  will
depend on the ability to effectively compete in the markets.

Net  sales  for  the  Commodity Trading and Milling segment  decreased
$20.6  million and increased $8.8 million for the three and six  month
periods  of 2005, respectively, compared to the same periods of  2004.
The  decrease  for  the  quarter primarily  is  the  result  of  lower
commodity  prices  compared  to  2004 partially  offset  by  increased
trading  volumes to third parties, primarily for corn and wheat.   The
increase  for  the  six months is primarily the  result  of  increased
trading  volumes  to  third parties, primarily  for  wheat  and  corn.
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 $9.4 million  and  $20.4
million  for  the  three and six month periods of 2005,  respectively,
compared  to  the  same  periods  of 2004,  primarily  reflecting  the
significant  impact of marking to market the derivative  contracts  as
discussed below.  Additionally, both periods reflect improved  margins
on  sales  to certain affiliates, and improved operations for  certain
milling locations.  These improvements were partially offset by higher
selling,  general  and administrative costs in  2005  primarily  as  a
result  of  higher bad debt expenses and the growth  of  the  business
prior  to the sale of certain third party trading activities.  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.

Had  Seaboard  applied hedge accounting to its derivative instruments,
operating income would have been higher by $4.9 million and  lower  by
$4.9  million  for  the  three and six months of  2005,  respectively,
whereas  operating income for the three and six months of  2004  would
have  been  higher  by $11.8 million and $10.5 million,  respectively.
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  three  and  six months of  2005  includes  commodity
derivative  losses  of  $3.5  million  and  gains  of  $3.0   million,
respectively, compared to gains of $11.8 million and $10.5 million for
the same 2004 periods related to these mark-to-market adjustments.  In
addition,  operating  income for the three  and  six  months  of  2005
includes foreign exchange contract losses of $1.4 million and gains of
$1.9   million,  respectively.   During  2004,  the  foreign  exchange
contracts  were  accounted  for  as hedges.   Seaboard's  market  risk
exposure  related to its derivative instruments has been reduced  with
the  sale  of the third party commodity trading business as  discussed
below.

<PAGE> 16

Income  from foreign affiliates for the three and six months  of  2005
decreased $0.5 million and increased $0.9 million, respectively,  from
the  same  2004  periods.   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     Six Months Ended
                           July 2,   July 3,      July 2,  July 3,
(Dollars in millions)       2005      2004         2005     2004

Net sales                  $161.2    $118.2       $309.6   $229.1
Operating income           $ 22.4    $ 16.6       $ 44.9   $ 24.0

Net  sales  for the Marine segment increased $43.0 million  and  $80.5
million  for  the  three and six month periods of 2005,  respectively,
compared to the same periods of 2004, reflecting higher average  cargo
rates  and higher cargo volumes in most markets.  Average cargo  rates
for 2005 increased over those for 2004 reflecting the continuation  of
improved  market conditions since the second half of 2004  and  better
cargo  mixes  in  certain markets.  Management cannot predict  whether
rates will continue to increase or be in an amount sufficient to cover
increasing charter hire and fuel related expenses.

Operating  income  for the Marine segment increased $5.8  million  and
$20.9  million  for  the three and six months of  2005,  respectively,
compared  to  the  same  periods  of 2004,  primarily  reflecting  the
increased  rates  and  volumes discussed above,  partially  offset  by
higher  charter  hire  expenses and fuel costs.   Although  management
cannot  predict  changes in future cargo rates,  fuel  related  costs,
charter hire expenses or to what extent changes in economic conditions
will  impact  cargo  volumes, it does expect this  segment  to  remain
profitable for the remainder of 2005.

Sugar and Citrus Segment

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

Net sales                       $ 18.3    $15.1       $ 32.6   $ 28.9
Operating income                $  2.1    $ 2.6       $  5.1   $  6.1
Income from foreign affiliates  $  0.0    $ 0.2       $  0.2   $  0.2

Net  sales for the Sugar and Citrus segment increased $3.2 million and
$3.7  million,  respectively, for the three and  six  months  of  2005
compared  to  the  same periods of 2004 primarily from  higher  citrus
trading  volumes.   Operating income decreased $0.5 million  and  $1.0
million,  respectively, for the three and six month  periods  of  2005
compared  to  the  prior year primarily from higher  sugar  production
costs.   Management expects operating income will remain positive  for
2005.

Power Segment

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

Net sales                  $ 20.8    $ 15.6       $ 35.6   $ 31.1
Operating income (loss)    $  3.4    $ (0.3)      $  4.4   $  1.2

Net  sales  for  the  Power segment increased $5.2  million  and  $4.5
million  for  the  three and six month periods of 2005,  respectively,
compared to the same periods of 2004 primarily reflecting higher sales
prices.   Sales  prices  have  increased during  2005  reflecting  the
increased  cost  of fuel.  While Seaboard has entered into  short-term
and  long-term  sales  contracts for most of its production  capacity,
management continues to curtail production to avoid selling  power  on
the  spot  market  to  certain customers  about  whom  management  has
collectibility concerns.   Management will continue to impose  further
curtailments to avoid sales to these certain spot market customers.

Operating income increased $3.7 million and $3.2 million for the three
and  six  month periods of 2005 compared to the same periods  of  2004
primarily reflecting lower commission and bad debt expenses, partially
offset  by higher fuel costs and the impact of the strengthening  peso
on  local  expenses.    During 2004, Seaboard  terminated  a  business
relationship with a one-time commission payment of $2.0 million during
the  second quarter of 2004.  Management expects the economic problems
in  the  Dominican Republic to remain relatively stable for  the  near
term.    Based  on  this  stability,  management  expects  to   remain
profitable for the remainder of 2005.

<PAGE> 17

All Other

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

Net sales                   $  8.8    $ 6.6        $ 16.1   $ 13.7
Operating income            $  1.2    $ 0.9        $  1.8   $  1.4
Loss from foreign affiliate $ (2.6)   $(2.2)       $ (5.4)  $ (3.0)

The  loss  from foreign affiliate 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  2004.   In 2004, this business recorded a  provision  for
inventory  write-downs  of  which Seaboard recorded  its  share,  $0.8
million  during  the  second  quarter  of  2004.   Management  expects
additional  losses for this business for the remainder of  2005.   See
Note  8 to the Condensed Consolidated Financial Statements for further
discussion of this business and plans to sell the business.

Selling, General and Administrative Expenses

Selling,  general  and  administrative (SG&A)  expenses  increased  by
$0.7  million and $1.4 million during the three and six months of 2005
compared to the same periods of 2004 primarily due to increases in the
Marine and Commodity Trading and Milling segments reflecting increased
selling costs related to the volume growth of these businesses.  Lower
commission  expenses  and  bad  debt expense  for  the  Power  segment
partially  offset these increases.  As a percentage of revenues,  SG&A
was  4.4%  in  the  2005  three and six month  periods,  respectively,
compared to 4.4% and 4.7%, respectively, for the same periods of 2004.

Interest Expense

Interest  expense decreased $1.1 million and $2.8 million in the  2005
three  and  six  month  periods, respectively, compared  to  the  same
periods of 2004 primarily 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 $0.9 million and $2.7 million in the  three
and  six  month periods of 2005, respectively, compared  to  the  same
periods 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.

Loss from the Sale of a Portion of Operations

As  discussed  in  Note  2  to  the Condensed  Consolidated  Financial
Statements, Seaboard sold some components of its third party commodity
trading  operations in May 2005.  Because Seaboard does not use  hedge
accounting for its commodity and foreign exchange agreements, gains of
$2.2   million  from  the  mark  to  market  of  the  sold  derivative
instruments  were recorded in cost of sales prior to the date  of  the
sale  while  the change in value of the related firm sales  commitment
was  not,  resulting  in  a  loss on the sale  from  this  transaction
totaling $1.8 million, subject to final adjustments.

Miscellaneous, Net

Miscellaneous, net for the three and six months of 2005 includes  $4.4
million  and  $1.4 million, respectively, of losses from the  mark  to
market  of  interest rate swap agreements compared to losses  of  $2.9
million  and gains of $0.2 million, respectively for the same  periods
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
the  2004 second quarter includes losses of $2.9 million from the mark
to  market  of commodity futures and options contracts that management
doesn't view as direct economic hedges of its operations.

Income Tax Expense

The  effective  tax  rate  decreased  during  2005  compared  to  2004
primarily  as a result of changes to the treatment of shipping  income
by  the  U.S.  taxing authorities as further discussed in  Note  4  of
Condensed Consolidated Financial Statements.  In addition, see Note  4
to the Condensed Consolidated Financial Statements for a discussion of
the  reversal of $7.5 million of tax expense in the second quarter  of
2005  and  the  Internal Revenue Service's examination  of  Seaboard's
federal income tax returns for 2000 through 2002.

<PAGE> 18

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 No. 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  No.  151
requires  that  those  items be recognized as current  period  charges
regardless  of  whether they meet the criterion of "so abnormal".   In
addition,  SFAS  No. 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 No. 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.  The nature of Seaboard's market risk exposure related
to  these  items has not changed materially since December  31,  2004,
although  the  amount  of commodity futures and option  contracts  and
foreign exchange contracts decreased considerably with the sale  of  a
portion of the third party trading operations as discussed in  Note  2
to the Condensed Consolidated Financial Statements.

At  July  2,  2005,  Seaboard had net trading  contracts  to  purchase
4,893,000  bushels of grain (fair value of negative $273,000)  and  to
sell  13,000  tons of meal (fair value of $6,000).   At  December  31,
2004, Seaboard had net trading contracts to purchase 7,626,000 bushels
of  grain  (fair value of negative $304,000) and 81,000 tons  of  meal
(fair value of negative $1,492,000).

At  July  2,  2005,  Seaboard  had  net  agreements  to  exchange  the
equivalent  of  $33,129,000  of  South  African  rand  at  an  average
contractual exchange rate of 6.66 ZAR to one U.S. dollar.  At December
31,  2004,  Seaboard had net agreements to exchange the equivalent  of
$98,476,000  of South African rand at an average contractual  exchange
rate of 6.14 ZAR to one U.S. dollar.

<PAGE> 19

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

The  annual meeting of stockholders, held on April 25, 2005,  included
three  items submitted to a vote of stockholders.  Item 4 of the  Form
10-Q for the first quarter ended April 2, 2005, which was filed on May
4,  2005  discloses  the  results  of the  shareholder's  vote,  which
disclosure is incorporated herein by reference.

Item 6.  Exhibits

4.1  Amendment  No.  1  to Seaboard Corporation Credit Agreement  dated
     December 3, 2004 ($200,000,000 revolving credit facility expiring
     on December 2, 2009).

10.1 Employment Agreement between Seaboard Corporation and Steven  J.
     Bresky dated July 1, 2005.

10.2 Employment Agreement between Seaboard Corporation and Robert  L.
     Steer dated July 1, 2005.

10.3 Employment Agreement between Seaboard Farms, Inc. and Rodney  K.
     Brenneman dated July 1, 2005.

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> 20


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 ability  of
Seaboard's  Commodity  Trading  and Milling  segment  to  successfully
continue  competing  in  the markets and routes  associated  with  the
assets sold to Grindrod Limited, (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  pesos, (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, (xii) the potential  impact  of  the
current IRS audit, (xiii) statements concerning profitability  of  any
of  Seaboard's  segments  or (xiv) other trends  affecting  Seaboard's
financial  condition or results of operations, and statements  of  the
assumptions underlying or relating to any of the foregoing statements.

Forward-looking statements are not guarantees of future performance or
results.   They involve risks, uncertainties and assumptions.   Actual
results  may differ materially from those contemplated by the forward-
looking  statements  due  to a variety of  factors.   The  information
contained in this report, including without limitation the information
under  the headings "Management's Discussion and Analysis of Financial
Condition  and  Results of Operations," identifies  important  factors
which could cause such differences.

<PAGE> 21



                              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:  August 11, 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> 22


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ex4-1.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SEABOARD CORPORATION CREDIT AGREEMENT DATED DECEMBER 3, 2004
<TEXT>

                                                      Exhibit 4.1

               AMENDMENT NO. 1 TO CREDIT AGREEMENT

     This  Amendment No. 1 to Credit Agreement (this "Agreement")
dated  as  of  May  23,  2005  is  made  by  and  among  SEABOARD
CORPORATION, a Delaware corporation having its principal place of
business  in  Shawnee Mission, Kansas (the "Borrower"),  BANK  OF
AMERICA,  N.A.,  a  national  banking association  organized  and
existing under the laws of the United States ("Bank of America"),
in  its  capacity  as administrative agent for  the  Lenders  (as
defined  in  the  Credit Agreement (as defined below))  (in  such
capacity,  the "Administrative Agent"), and each of  the  Lenders
signatory hereto.

                      W I T N E S S E T H:

     WHEREAS,  the  Borrower, the Administrative  Agent  and  the
Lenders have entered into that certain Credit Agreement dated  as
of  December 3, 2004 (as hereby amended and as from time to  time
hereafter  further amended, modified, supplemented, restated,  or
amended  and restated, the "Credit Agreement"; capitalized  terms
used  in  this Agreement not otherwise defined herein shall  have
the  respective meanings given thereto in the Credit  Agreement),
pursuant to which the Lenders have made available to the Borrower
various revolving credit facilities, including a letter of credit
facility and a swing line facility; and

     WHEREAS,  the  Borrower has (i) advised  the  Administrative
Agent  and  the Lenders that its Subsidiaries, Seaboard  Overseas
Limited ("SOL") and Seaboard Overseas Trading and Shipping (Pty.)
Ltd.  ("SOTS"),  desire  to enter into transactions  whereby  SOL
would  sell  inventory, futures contracts and  hedging  contracts
relating  to  its grain trading business, its equity interest  in
Seaboard  Overseas Peru S.R.L. and other assets  and  SOTS  would
sell    substantially  all  of  its  assets  (excluding  accounts
receivable) (such sale, as further described on Exhibit A hereto,
the  "Grindrod Disposition") and (ii) requested that the  Lenders
amend  certain provisions of the Credit Agreement  as  set  forth
below,  and  the  Administrative Agent and the Lenders  signatory
hereto  are  willing to effect such amendment on  the  terms  and
conditions contained in this Agreement;

     NOW, THEREFORE, in consideration of the premises and further
valuable  consideration, the receipt and sufficiency of which  is
hereby acknowledged, the parties hereto agree as follows:

     1.   Amendments to Credit Agreement.  Subject to the terms and
conditions  set  forth  herein, the Credit  Agreement  is  hereby
amended as follows:

          A.    Section 1.01 is amended to add the definition  of
          "Grindrod Disposition" thereto in alphabetical order to
          read as follows:

                "Grindrod Disposition" has the meaning set  forth
          in  Amendment No. 1 to the Credit Agreement dated as of
          May 23, 2005.

          B.    Section 7.04 is amended to restate clause (b)
          thereof in its entirety to read as follows:

<PAGE>


                (b)   any  Subsidiary  may  Dispose  of  all   or
          substantially   all  of  its  assets  (upon   voluntary
          liquidation  or  otherwise) (i) to the Borrower  or  to
          another Subsidiary; provided that if the transferor  in
          such  a transaction is a wholly-owned Subsidiary,  then
          the transferree must either be the Borrower or a wholly-
          owned  Subsidiary  or (ii) pursuant  to  a  Disposition
          permitted under Sections 7.05(a)-(d) and (g); and

          C.    Section  7.05  is amended to restate  clause  (g)
          thereof in its entirety to read as follows:

                (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)  (excluding property Disposed of in connection with
          the  Grindrod  Disposition) shall  not  exceed  25%  of
          Consolidated Tangible Net Worth as of the Closing Date;

     2.   Effectiveness; Conditions Precedent.  The effectiveness of
this  Agreement and the amendments to the Credit Agreement herein
provided  are  subject  to  the  satisfaction  of  the  following
conditions precedent:

          (a)  the Administrative Agent shall have received each of the
     following  documents or instruments in  form  and  substance
     reasonably acceptable to the Administrative Agent:

                (i)  ten (10) original counterparts of this Agreement, duly
          executed by the Borrower, the Administrative Agent and the
          Required Lenders, together with all schedules and exhibits
          thereto duly completed;

                (ii) such other documents, instruments, opinions,
          certifications, undertakings, further assurances and other matters as
          the Administrative Agent shall reasonably request; and

          (b)  all fees and expenses payable to the Administrative Agent
     and the Lenders (including the fees and expenses of counsel to
     the Administrative Agent) estimated to date shall have been paid
     in full (without prejudice to final settling of accounts for such
     fees and expenses).

     3.   Representations and Warranties.  In order to induce the
Administrative  Agent  and  the  Lenders  to  enter   into   this
Agreement,   the   Borrower  represents  and  warrants   to   the
Administrative Agent and the Lenders as follows:

          (a)  The representations and warranties made by the Borrower in
     Article V of the Credit Agreement and in each of the other Loan
     Documents to which it is a party are true and correct on and as
     of   the  date  hereof,  except  to  the  extent  that  such
     representations and warranties expressly relate to an earlier
     date;

<PAGE> 2

          (b)  Since the date of the most recent financial reports of the
     Borrower delivered pursuant to Section 6.01 of the Credit
     Agreement, no act, event, condition or circumstance has occurred
     or arisen which, singly or in the aggregate with one or more
     other acts, events, occurrences or conditions (whenever occurring
     or arising), has had or could reasonably be expected to have a
     Material Adverse Effect;

          (c)  This Agreement has been duly authorized, executed and
     delivered by the Borrower and Guarantors party hereto and
     constitutes a legal, valid and binding obligation of such
     parties, except as may be limited by general principles of equity
     or by the effect of any applicable bankruptcy, insolvency,
     reorganization, moratorium or similar law affecting creditors'
     rights generally; and

          (d)  No Default or Event of Default has occurred and is
     continuing.

<PAGE> 3

     4.   Entire Agreement.  This Agreement, together with all the
Loan  Documents  (collectively, the "Relevant  Documents"),  sets
forth  the  entire  understanding and agreement  of  the  parties
hereto  in  relation to the subject matter hereof and  supersedes
any  prior negotiations and agreements among the parties relating
to such subject matter.  No promise, condition, representation or
warranty,  express  or  implied, not set forth  in  the  Relevant
Documents  shall  bind any party hereto, and no  such  party  has
relied   on  any  such  promise,  condition,  representation   or
warranty.   Each of the parties hereto acknowledges that,  except
as  otherwise  expressly  stated in the  Relevant  Documents,  no
representations, warranties or commitments, express  or  implied,
have  been  made  by any party to the other in  relation  to  the
subject  matter  hereof  or  thereof.   None  of  the  terms   or
conditions of this Agreement may be changed, modified, waived  or
canceled orally or otherwise, except in writing and in accordance
with Section 10.01 of the Credit Agreement.

     5.   Full Force and Effect of Agreement.  Except as hereby
specifically amended, modified or supplemented, the Credit
Agreement and all other Loan Documents are hereby confirmed and
ratified in all respects and shall be and remain in full force
and effect according to their respective terms.

     6.   Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as
against any party whose signature appears thereon, and all of
which shall together constitute one and the same instrument.

     7.   Governing Law.  This Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts executed and to be
performed entirely within such State, and shall be further
subject to the provisions of Section 10.14 of the Credit
Agreement.

     8.   Enforceability.  Should any one or more of the provisions of
this Agreement be determined to be illegal or unenforceable as to
one or more of the parties hereto, all other provisions
nevertheless shall remain effective and binding on the parties
hereto.

     9.   References.  All references in any of the Loan Documents to
the "Credit Agreement" shall mean the Credit Agreement, as
amended hereby.

     10.  Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the Borrower, the Administrative
Agent and each of the Guarantors and Lenders, and their
respective successors, legal representatives, and assignees to
the extent such assignees are permitted assignees as provided in
Section 10.06 of the Credit Agreement.

                    [Signature pages follow.]

<PAGE> 4


     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
instrument  to  be  made, executed and delivered  by  their  duly
authorized officers as of the day and year first above written.

                              BORROWER:

                              SEABOARD CORPORATION


                              By:    /s/Robert L. Steer
                              Name:  Robert L. Steer
                              Title: Senior Vice President, Treasurer and CFO

<PAGE>

                              ADMINISTRATIVE AGENT:

                              BANK OF AMERICA, N.A., as Administrative Agent

                              By:    /s/Anthea Del Bianco
                              Name:  Anthea Del Bianco
                              Title: Vice President

<PAGE>


                              LENDERS:

                              BANK OF AMERICA, N.A.

                              By:    /s/David L. Catherall
                              Name:  David L. Catherall
                              Title: Vice President

                              THE BANK OF NOVA SCOTIA

                              By:    /s/N. Bell
                              Name:  N. Bell
                              Title: Senior Manager

                              HARRIS TRUST AND SAVINGS BANK

                              By:    /s/John R. Carley
                              Name:  John R. Carley
                              Title: Vice President

                              THE BANK OF NEW YORK

                              By:    /s/Mark Wrigley
                              Name:  Mark Wrigley
                              Title: Vice President

                              SUNTRUST BANK

                              By:    /s/Hugh E. Brown
                              Name:  Hugh E. Brown
                              Title: Vice President

                              RABOBANK INTERNATIONAL

                              By:    /s/James V. Kenwood
                              Name:  James V. Kenwood
                              Title: Executive Director

                              By:    /s/Rebecca O. Morrow
                              Name:  Rebecca O. Morrow
                              Title: Executive Director

                              US AGANK FCB

                              By:    /s/Travis W. Ball
                              Name:  Travis W. Ball
                              Title: Vice President

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN SEABOARD CORPORATION AND STEVEN J. BRESKY
<TEXT>

                                                       Exhibit 10.1

                       EMPLOYMENT AGREEMENT


     This  EMPLOYMENT AGREEMENT (this "Agreement") is entered  into
as  of July 1, 2005 by and between SEABOARD CORPORATION, a Delaware
corporation  (together with any Successor thereto, the  "Company"),
and Steven J. Bresky ("Executive").

                            WITNESSETH:

     WHEREAS,  the  Company  desires  to  employ  and  secure   the
exclusive  services  of Executive on the terms and  conditions  set
forth in this Agreement;

     WHEREAS, Executive desires to accept such employment  on  such
terms and conditions; and

     NOW,  THEREFORE,  in  consideration of the  premises  and  the
mutual  covenants and promises contained herein and for other  good
and  valuable consideration, the Company and Executive hereby agree
as follows:

     1.   Agreement  to Employ.  Upon the terms and subject to  the
conditions of this Agreement, the Company hereby agrees to continue
to  employ  Executive, and Executive hereby accepts such  continued
employment with the Company.

     2.   Term; Position and Responsibilities; and Location.

          (a)  Term of Employment.  Unless Executive's employment shall
sooner  terminate pursuant to Section 8, the Company shall continue
to  employ Executive on the terms and subject to the conditions  of
this  Agreement  for  a  term  commencing  on  July  1,  2005  (the
"Commencement  Date") and ending on the date which  is  five  years
after  the  Commencement Date, provided, however,  on  each  annual
anniversary  date of the Commencement Date (an "Annual  Anniversary
Date"),  Executive's employment hereunder shall  be  deemed  to  be
automatically extended, upon the same terms and conditions for five
years  after such Annual Anniversary Date, unless the Company shall
have  given written notice to Executive, at least thirty (30)  days
prior  to  the expiration of such Annual Anniversary Date,  of  its
intention  not  to extend the Employment Period (as defined  below)
hereunder.   Notwithstanding the foregoing, unless mutually  agreed
to  by  the  Company  and  the  Executive,  Executive's  employment
hereunder  shall under no circumstances extend beyond December  31,
2024.  The period during which Executive is employed by the Company
pursuant  to  this  Agreement, including any extension  thereof  in
accordance with the preceding sentence, shall be referred to as the
"Employment Period."

          (b)  Position and Responsibilities.  During the Employment Period,
Executive  shall  serve  as  Senior Vice  President,  International
Operations and shall have such duties and responsibilities  as  are
customarily  assigned to individuals serving in such  position  and
such other duties consistent with Executive's title and position as
the  Chief  Executive  Officer of the  Company  and  the  Board  of
Directors of the Company (the "Board") specifies from time to time.
Executive  shall  devote  all of his skill,  knowledge,  commercial
efforts  and  business  time to the conscientious

<PAGE>

and  good  faith performance of his duties and responsibilities for
the  Company  to the best of his ability.

          (c)  Location.  During the Employment Period, Executive's services
shall  be performed primarily in the Kansas City metropolitan area.
However,  Executive may be required to travel  in  and  outside  of
Kansas City as the needs of the Company's business dictate.

     3.   Base Salary.  During the Employment Period, the Company shall
pay  Executive a base salary at an annualized rate of four  hundred
forty  thousand dollars ($440,000), payable in installments on  the
Company's   regular   payroll  dates.   The  Board   shall   review
Executive's base salary annually during the Employment  Period  and
may increase (but not decrease) such base salary from time to time,
based  on  its  periodic  review  of  Executive's  performance   in
accordance with the Company's regular policies and procedures.  The
annual  base  salary payable to Executive from time to  time  under
this  Section  3  shall hereinafter be referred  to  as  the  "Base
Salary."

     4.   Annual Bonus Compensation.  Executive shall be eligible to
receive  an  annual  bonus ("Annual Bonus") with  respect  to  each
calendar  year  ending during the Employment  Period.   The  Annual
Bonus  shall be determined under the Company's Executive  Officers'
Bonus  Plan  or  such  other annual bonus plan  maintained  by  the
Company   for  similarly  situated  Executives  that  the   Company
designates,  in  its  sole discretion (any such  plan,  the  "Bonus
Plan"), in accordance with the terms of such plan as in effect from
time to time.  Executive's Annual Bonus shall not be less than four
hundred  fifty  thousand dollars ($450,000) for any  calendar  year
during  the Employment Period.  The Annual Bonus is earned pro-rata
throughout  each  year.  The Annual Bonus for each  year  shall  be
payable in cash on or before March 1 of the following year.

     5.   Car   Allowance.   During Executive's Employment  Period,
Executive  will be entitled to receive an annual car allowance  and
gasoline  charge  privileges in accordance with the  Company's  car
allowance policy.

     6.   Executive Benefits.  During the Employment Period, Executive
will  be  eligible  to  participate in the employee  and  executive
benefit  plans and programs maintained by the Company from time  to
time  in which executives of the Company at Executive's grade level
are eligible to participate, including medical, dental, disability,
hospitalization,  life  insurance,  and  retirement  (i.e.,   401K,
pension and executive retirement plans), deferred compensation  and
savings plans, on the terms and subject to the conditions set forth
in  such  plans;  as  may be amended from time to  time;  provided,
however,  the benefits provided by the Company will not be  amended
to  provide  for any benefits which are materially  less  than  the
current benefits provided to Executive at the Commencement Date.

     7.   Indemnification; Expenses; Paid Time Off.

          (a)  Indemnification.  Except to the extent, if any, prohibited by
law,   the  Company  shall  indemnify  Executive  against  expenses
(including  attorneys'  fees  of counsel  selected  by  Executive),
judgments,  fines  and  amounts paid  in  settlement  actually  and
reasonably incurred by Executive in connection with any threatened,
pending  or  completed action, suit or proceeding,  whether  civil,
criminal, administrative or investigative, to which Executive  was,
is,  or is threatened

<PAGE> 2

to be, made a party by reason of facts  which  include  Executive's
being or having been  an  employee,  officer, director  or agent of
the   Company   or any Affiliates.  Except to  the extent,  if any,
prohibited   by   law,   the Company shall pay  expenses (including
attorneys'  fees  of  counsel  selected by  Executive) actually and
reasonably incurred by Executive in defending any such action, suit
or   proceeding   in   advance   of   the   final   disposition  of
such  action, suit or proceeding upon receipt of an undertaking  by
Executive to repay such amounts so paid on Executive's behalf if it
shall ultimately be determined that Executive is not entitled to be
indemnified by the Company for such expenses under applicable  law.
The  provisions of this Section 7(a) shall (i) survive  termination
of  this  Agreement; and (ii) not be deemed exclusive of any  other
indemnification  or  expense  rights  to  which  Executive  may  be
entitled.

          (b)  Business Expenses.  During the Employment Period, the Company
will reimburse Executive for all reasonable and necessary business-
related  expenses incurred by Executive at the request  of  and  on
behalf  of  the  Company in accordance with  The  Company's  normal
expense reimbursement policies.

          (c)  Paid Time Off.  During the Employment Period, Executive shall
be  entitled to paid time off on an annualized basis in  accordance
with  the Company's paid time off policy.  Executive shall also  be
entitled to Company-designated holidays.

     8.   Termination of Employment.

          (a)  Termination Due to Death or Disability.  Executive's
employment shall automatically terminate upon Executive's death and
may  be terminated by the Company due to Executive's Disability (as
defined  below  in  this  subsection  (a)).   In  the  event   that
Executive's  employment  is terminated due  to  his  Disability  or
death, no termination benefits shall be payable to or in respect of
Executive except as provided in Section 8(f)(ii).  For purposes  of
this  Agreement, "Disability" means a physical or mental disability
that prevents or would prevent the performance by Executive of  his
duties  hereunder for a continuous period of six months or  longer.
The  determination of Executive's Disability will  be  made  by  an
independent physician agreed to by the parties.  If the parties are
unable  to  agree  within  ten  (10)  days  after  a  request   for
designation  by  a party, then the Company and the Executive  shall
each  select a physician, and the two (2) physicians selected shall
select  a  third physician.  The three (3) physicians  so  selected
shall  make  a  determination  of the  Executive's  Disability,  as
determined  by  at  least  two  (2) of  the  three  (3)  physicians
selected.   Such  determination shall be final and binding  on  the
parties  hereto,  and  shall  be based on  such  competent  medical
evidence  as  shall  be presented to such physicians  by  Executive
and/or  the  Company or by any physician or group of physicians  or
other  competent medical experts employed by Executive  and/or  the
Company to advise such physicians.

          (b)  Termination by the Company for Cause.  Executive's employment
may  be  terminated by the Company for Cause (as defined  below  in
this subsection (b)).  In the event of a termination of Executive's
employment  by the Company for Cause, Executive shall be  paid  the
termination benefits as provided in Section 8(f)(ii).  For purposes
of this Agreement, "Cause" means (i) a material breach by Executive
of  any  provision of this Agreement; (ii) a material violation  by
Executive  of  any Policy (as defined in Section 14), resulting  in
material   injury   to  the  Company;  (iii)  Executive's   willful
misconduct  or  gross negligence that has caused or  is  reasonably
expected  to

<PAGE> 3

result   in   material   injury   to   the   business,   reputation
or   prospects   of   the  Company  or  any  of   its   Affiliates;
(iv)  Executive's material fraud or misappropriation of  funds;  or
(v)  the  commission  by  Executive of  a  felony  involving  moral
turpitude; provided that no termination under clauses (i)  or  (ii)
shall be effective unless Company shall have given Executive notice
of  the event or events constituting Cause and Executive shall have
failed  to  cure such event or events within thirty  (30)  business
days after receipt of such notice.

          (c)  Termination Without Cause.  Executive's employment may be
terminated by the Company Without Cause (as defined below  in  this
subsection  (c))  at any time.  In the event of  a  termination  of
Executive's employment by the Company Without Cause, the  Executive
shall   be   paid   the  termination  benefits   as   provided   in
Section  8(f)(i).   For purposes of this Agreement,  a  termination
"Without  Cause" shall mean a termination of Executive's employment
by the Company other than due to Executive's death or Disability as
described in Section 8(a) and other than for Cause as described  in
Section 8(b).

          (d)  Termination by Executive.  Executive may resign from his
employment  for any reason, including for Good Reason  (as  defined
below  in  this subsection (d)).  In the event of a termination  of
Executive's  employment by Executive's resignation other  than  for
Good  Reason,  no termination benefits shall be payable  to  or  in
respect of Executive except as provided in Section 8(f)(ii) and  in
the  event  of a termination of Executive's employment by Executive
for Good Reason, no termination benefits shall be payable to or  in
respect  of  Executive except as provided in Section 8(f)(i).   For
purposes  of  this  Agreement,  a  termination  of  employment   by
Executive  for "Good Reason" shall mean a resignation by  Executive
from  his  employment with the Company within  one  hundred  eighty
(180)  days following the occurrence, without Executive's  consent,
of  any  of the following events: (i) a material diminution in  the
Executive's  position,  authority  or  responsibilities;  (ii)  any
involuntary  relocation of the location where  Executive  primarily
performs  his services; or (iii) any other material breach  by  the
Company of any material provision of this Agreement; provided  that
the  Executive shall have given the Company notice of the event  or
events  constituting Good Reason and the Company shall have  failed
to cure such event or events (to the extent capable of being cured)
within thirty (30) business days after receipt of such notice.

          (e)  Notice of Termination; Date of Termination.

               (i)  Notice of Termination.  Any termination of Executive's
     employment by the Company or by Executive (other than as a result
     of Executive's death) shall be communicated by a written Notice of
     Termination addressed to the other party to this Agreement.  A
     "Notice of Termination" shall mean a notice stating that Executive
     or  the  Company, as the case may be, is electing to terminate
     Executive's employment with the Company (and thereby terminating
     the Employment Period), stating the proposed effective date of such
     termination, indicating the specific provision of this Section 8
     under which such termination is being effected and, if applicable,
     setting forth in reasonable detail the circumstances claimed to
     provide the basis for such termination.  Any Notice of Termination
     given by an Executive must specify an effective date of termination
     which is at least thirty (30) days after the giving of the Notice
     of Termination.

<PAGE> 4

               (ii) Date of Termination.  The term "Date of Termination" shall
     mean (i) if Executive's employment is terminated by his death, the
     date of his death; and (ii) if Executive's employment is terminated
     for any other reason, the effective date of termination specified
     in such Notice of Termination.  The Employment Period shall expire
     on the Date of Termination.

          (f)  Payments Upon Certain Terminations.

               (i)  In the event of a termination of Executive's employment by
     the Company Without Cause or by Executive's resignation from employment
     for Good Reason during the Employment Period, the Company shall pay
     to Executive (or, following his death, to Executive's estate),
     within thirty (30) days of the Date of Termination, (x) his Base
     Salary  through  the Date of Termination, to  the  extent  not
     previously paid; (y) the pro-rata amount of the Annual Bonus (based
     on the amount paid for the previous year) which is accrued through
     the date of termination; and (z) reimbursement for any unreimbursed
     business expenses incurred by Executive prior to the  Date  of
     Termination that are subject to reimbursement pursuant to the terms
     hereof, and payment for paid time off accrued as of the Date of
     Termination but unused (such amounts under clauses (x), (y) and
     (z), collectively the "Accrued Obligations").  In addition, in the
     event  of  any such termination of Executive's employment,  if
     Executive  executes and delivers to the Company a Release  and
     Discharge of All Claims substantially in the form approved by the
     Company, Executive (or, following his death, Executive's estate)
     shall be entitled to the following payments and benefits:

                    (A)  the Executive's Base Salary (at the Base Salary being
          paid on the Date of Termination), for the longer of: (x) the
          remaining Employment Period or (y) one (1) year (the "Severance
          Period"), payable in installments in accordance with the Company's
          regular payroll policies for one year after the Date of Termination,
          with the balance, if any, being paid pursuant to a lump sum payment
          on the one year anniversary date of the Date of Termination; and

                    (B)  the Executive's Annual Bonus (at the amount of the
          Annual Bonus paid to the Executive for the year prior to the Date of
          Termination) which would have been paid to the Executive had
          Executive's employment continued for the Severance Period, duly
          apportioned for any partial year, such amount to be payable to
          Executive on the one year anniversary date of the Date of
          Termination; and

                    (C)  the Executive shall receive "Years of Service" credit
          for the number of years comprising the Severance Period for purposes
          of accruing the Executive's benefit under the Company's Executive
          Retirement Plan and the Final Average Earnings thereunder for the
          Severance Period shall be determined based on the Base Salary being
          paid on the Date of Termination and the Annual Bonus paid to the
          Executive for the year prior to the Date of Termination;

                    (D)  the Executive shall automatically vest in all employee
          welfare and benefit plans in which the Executive was participating as
          of the Date of

<PAGE> 5

          Termination and such benefits shall be paid to
          Executive in accordance with the terms of such plans; and

                    (E)  the Company shall provide outplacement services to
          Executive for up to ninety (90) days.

          Executive shall not have a duty to mitigate the costs  to
the Company under this Section 8(f)(i), nor shall any payments from
the  Company to Executive hereunder be reduced, offset or  canceled
by  any  compensation  or  fees earned  by  (whether  or  not  paid
currently)  or  offered to Executive during the  remainder  of  the
fiscal year of the Company that includes the Date of Termination by
a  subsequent  employer  or  other  Person  (as  defined  below  in
Section   18(k)  below)  for  which  Executive  performs  services,
including, but not limited to, consulting services.

               (ii) If Executive's employment shall terminate upon his death or
     if the Company shall terminate Executive's employment for Cause or due
     to  Executive's Disability or Executive shall resign from  his
     employment  without Good Reason, in any such case  during  the
     Employment Period, the Company shall pay to Executive (or, in the
     event of Executive's death, to his estate) the Accrued Obligations
     within thirty (30) days following the Date of Termination.

               (iii)     Except as specifically set forth in this Section 8(f),
     no termination  benefits shall be payable to  or  in  respect  of
     Executive's employment with the Company or its Affiliates.

               (iv) The Company shall have the right to apply and set off
     against the Accrued Obligations or any other amounts owing to Executive
     hereunder, any amounts owing by the Executive to the  Company,
     whether pursuant to this Agreement or otherwise.

          (g)  Resignation upon Termination.  Effective as of any Date of
Termination  under this Section 8 or otherwise as of  the  date  of
Executive's  termination of employment with the Company,  Executive
shall  resign,  in  writing, from all Board memberships  and  other
positions  then  held  by him, or to which he has  been  appointed,
designated or nominated, with the Company and its Affiliates.

     9.   Confidentiality.

          (a)  Executive acknowledges and agrees that the terms of this
Agreement,  including  all addendums and  attachments  hereto,  are
confidential.   Executive  agrees not to disclose  any  information
contained  in  this  Agreement, or the fact of this  Agreement,  to
anyone,  other  than  to Executive's lawyer, financial  advisor  or
immediate  family members.  If Executive discloses any  information
contained  in  this Agreement to his lawyer, financial  advisor  or
immediate  family members as permitted herein, Executive agrees  to
immediately tell each such individual that he or she must abide  by
the  confidentiality restrictions contained herein  and  keep  such
information confidential as well.

<PAGE> 6

          (b)  Executive agrees that during his employment with the Company
and   thereafter,  Executive  will  not,  directly  or   indirectly
(i)  disclose  any  Confidential Information to any  Person  (other
than, only with respect to the period that Executive is employed by
the  Company,  to  an Executive of the Company  who  requires  such
information  to  perform his or her duties  for  the  Company);  or
(ii)  use any Confidential Information for Executive's own  benefit
or  the  benefit  of  any third party.  "Confidential  Information"
means   confidential,   proprietary   or   commercially   sensitive
information  relating  to (i) the Company  or  its  Affiliates,  or
members  of  their management or boards; or (ii) any third  parties
who  do  business  with  the Company or its  Affiliates,  including
customers   and  suppliers.   Confidential  Information   includes,
without  limitation,  marketing plans,  business  plans,  financial
information  and records, operation methods, personnel information,
drawings, designs, information regarding product development, other
commercial  or  business information and any other information  not
available to the public generally.  The foregoing obligation  shall
not  apply to any Confidential Information that has been previously
disclosed to the public or is in the public domain (other  than  by
reason  of  a  breach  of  Executive's  obligations  to  hold  such
Confidential Information confidential).  If Executive  is  required
or  requested  by  a  court  or  governmental  agency  to  disclose
Confidential Information, Executive must notify the General Counsel
of  the Company in writing of such disclosure obligation or request
no  later than three business days after Executive learns  of  such
obligation  or request, and permit the Company to take  all  lawful
steps  it  deems  appropriate  to prevent  or  limit  the  required
disclosure.

     10.  Partial Restraint on Post-termination Competition.

          (a)  Definitions.  For the purposes of this Section 10, the
following definitions shall apply:

               "Competitor"   means   any   business,   individual,
partnership, joint venture, association, firm, corporation or other
entity, other than the Company and its affiliates, that is engaging
or  actively  planning to engage, wholly or partly,  in  activities
("Competitive  Activities") that directly compete or would  compete
with  the  Company or its affiliates in the Company Activities  (as
hereinafter defined) in the Territory (as hereinafter defined).

               "Competitive  Position"  means  (i)  the  direct  or
indirect  ownership  or  control  of  all  or  any  portion  of   a
Competitor;  or  (ii)  any  employment  or  independent  contractor
arrangement with any Competitor whereby Executive will  serve  such
Competitor  in  any  managerial,  sales,  executive  or  consultant
capacity with respect to Competitive Activities in the Territory.

               "The  Company  Activities" means the  businesses  of
(i)  animal  production and processing, meat processing  (including
any  further processed meats) and fast food restaurants; (ii) cargo
transportation,  whether  over  land  or  water,  and  all  related
business,   including,  without  limitation,   logistics,   freight
forwarding,  agency  representation and  stevedoring;  (iii)  flour
milling  and  commodity trading; and (iv) any business acquired  or
commenced  by  the Company after the Commencement  Date  which  has
sales in excess of $100 million.

               "Non-compete  Period"  or "Non-solicitation  Period"
means  the  period beginning with the Commencement Date and  ending
on:  (x)  the  two year anniversary date of the Date of Termination
with  respect  to  any termination of employment by  the  Executive
pursuant  to

<PAGE> 7

Section 8(d) above by Executive's  resignation  other
than  for Good Reason; or (y) the one (1) year anniversary date  of
the  Date  of Termination with respect to any other termination  of
employment hereunder.

               "Territory" means the United States of America  with
respect to the businesses of hog production and processing, and the
United  States  of America, the Caribbean Basin,  and  Central  and
South   America   with   respect  to   the   business   of   marine
transportation,  and the United States of America,  Africa,  Haiti,
and  Ecuador  with  respect to the business of  flour  milling  and
commodity trading which Executive acknowledges and agrees  are  the
geographic  areas  in  which the Company  engages  in  the  Company
Activities.

          (b)  Non-competition.

               (i)  The parties hereto acknowledge that Executive, by virtue of
     his position with and responsibilities to the Company, is engaging
     and  is expected to continue to engage during the Term in  the
     Company  Activities throughout the Territory and has executive
     management  responsibilities  with  respect  to  the   Company
     responsibilities which extend throughout the Territory.  Executive
     acknowledges that to protect adequately the interest of the Company
     in the business of the Company it is essential that any non-compete
     covenant with respect thereto cover all the Company Activities and
     the entire Territory.

               (ii) Executive hereby agrees that, during the Non-compete
     Period, Executive will not, either directly or indirectly, alone or in
     conjunction  with  any other party, accept  or  enter  into  a
     Competitive Position.  Executive shall notify the Company promptly
     in writing if Executive receives an offer of a Competitive Position
     during the Non-compete Period, and such notice shall describe all
     material terms of such offer.

          Nothing  contained  in  this Section  10  shall  prohibit
Executive from (i) acquiring not more than five percent (5%) of any
company  whose  common  stock  is publicly  traded  on  a  national
securities   exchange  or  in  the  over-the-counter   market;   or
(ii)  owning  less  than a controlling interest in  any  fast  food
restaurant   or  restaurants,  so  long  as  Executive   does   not
participate in the management of the operation in any way.

          (c)  Severability.  If a judicial or arbitral determination is made
that  any  of  the  provisions of this Section  10  constitutes  an
unreasonable   or   otherwise  unenforceable  restriction   against
Executive the provisions of this Section 10 shall be rendered  void
only  to  the  extent that such judicial or arbitral  determination
finds such provisions to be unreasonable or otherwise unenforceable
with respect to Executive.  In this regard, Executive hereby agrees
that  any  judicial or arbitral authority construing this Agreement
shall  sever or reform any portion of the Territory, any prohibited
business  activity  or any time period from the  coverage  of  this
Agreement to allow the covenants in this Section 10 to be  enforced
to the maximum extent authorized by law, and shall then enforce the
covenants in this Section 10 as so severed or reformed.

          (d)  Reasonable Restrictions.  Executive acknowledges that the
restrictions   and  covenants  contained  in  this  Agreement   are
reasonably   necessary  to  protect  the  goodwill  and  legitimate
business interests of the Company, are not overbroad, overlong,  or
unfair  (including  in

<PAGE> 8

duration and scope), and  will  not  curtail Executive's    ability
to  earn  a  livelihood  upon Executive's termination of employment
with the Company.

     11.  Non-Solicitation  of Employees and Customers.  During the
period of Executive's employment with the Company and for the  one-
year  period following the termination of his employment, Executive
shall  not, directly or indirectly, by himself or through any third
party, whether on Executive's own behalf or on behalf of any  other
Person  or  entity, (i) solicit or endeavor to solicit,  employ  or
retain; (ii) interfere with the relationship of the Company or  any
of  its  Affiliates with; or (iii) attempt to establish a  business
relationship  with  (A) any natural person who is  or  was  (during
Executive's employment with the Company) an employee or engaged  by
the  Company or any Affiliate to provide services to it, or (B) any
customer of the Company or any of its Affiliates who was a customer
at any time during which Executive was an employee of the Company.

     12.  Work Product.  Executive agrees that all of Executive's work
product  (created solely or jointly with others, and including  any
intellectual property or moral rights in such work product), given,
disclosed,  created,  developed  or  prepared  in  connection  with
Executive's employment with the Company, whether ensuing during  or
after  Executive's  employment with the  Company  ("Work  Product")
shall exclusively vest in and be the sole and exclusive property of
the Company and shall constitute "work made for hire" (as that term
is  defined under Section 101 of the U.S. Copyright Act, 17  U.S.C.
section 101) with the Company being the  person  for  whom the work
was prepared. In the event that any such Work Product is deemed not
to be a "work made for hire" or does not vest by  operation  of law
in the Company, Executive hereby irrevocably assigns, transfers and
conveys  to  the Company, exclusively and perpetually,  all  right,
title  and interest which Executive may have or acquire in  and  to
such   Work   Product  throughout  the  world,  including   without
limitation  any  copyrights and patents, and the  right  to  secure
registrations,  renewals, reissues, and  extensions  thereof.   The
Company  and  its  Affiliates or their  designees  shall  have  the
exclusive right to make full and complete use of, and make  changes
to  all  Work  Product without restrictions or liabilities  of  any
kind,  and  Executive  shall not have the right  to  use  any  such
materials,  other than within the legitimate scope and  purpose  of
Executive's employment with the Company.  Executive shall  promptly
disclose  to  the  Company the creation or existence  of  any  Work
Product  and  shall take whatever additional lawful action  may  be
necessary, and sign whatever documents the Company may require,  in
order  to secure and vest in the Company or its designee all right,
title  and interest in and to all Work Product and any intellectual
property  rights therein (including full cooperation in support  of
any  Company  applications for patents and copyright  or  trademark
registrations).

     13.  Return of Company Property.  In the event of termination of
Executive's  employment for any reason, Executive shall  return  to
the  Company all of the property of the Company and its Affiliates,
including  without limitation all materials or documents containing
or  pertaining  to Confidential Information, and including  without
limitation,  any  company car, all computers  (including  laptops),
cell  phones,  keys,  PDAs, Blackberries, credit  cards,  facsimile
machines,  card  access  to any Company building,  customer  lists,
computer disks, reports, files, e-mails, work papers, Work Product,
documents,  memoranda, records and software, computer access  codes
or  disks  and instructional manuals, internal policies, and  other
similar  materials or documents which Executive used,  received  or
prepared,  helped  prepare  or supervised  the  preparation  of  in
connection with Executive's employment with the Company.  Executive
agrees  not  to  retain  any copies, duplicates,  reproductions  or
excerpts of such material or documents.

<PAGE> 9

     14.  Compliance  With  Company Policies.   During  Executive's
employment with the Company, Executive shall be governed by and  be
subject to, and Executive hereby agrees to comply with, all Company
policies  applicable  to employees generally  or  to  employees  at
Executive's   grade  level,  including  without   limitation,   the
Company's Code of Business Ethics and Conduct, in each case, as any
such  policies  may be amended from time to time in  the  Company's
sole discretion (collectively, the "Policies").

     15.  Injunctive Relief with Respect to Covenants; Forum, Venue and
Jurisdiction.  Executive acknowledges and agrees that a  breach  by
Executive  of any of Section 9, 10, 11, 12, 13 or 14 is a  material
breach of this Agreement and that remedies at law may be inadequate
to  protect  the Company and its Affiliates in the  event  of  such
breach,  and,  without prejudice to any other rights  and  remedies
otherwise  available  to  the  Company,  Executive  agrees  to  the
granting  of injunctive relief in the Company's favor in connection
with  any  such  breach or violation without proof  of  irreparable
harm,  plus  attorneys' fees and costs to enforce these provisions.
Executive  further  acknowledges  and  agrees  that  the  Company's
obligations  to pay Executive any amount or provide Executive  with
any  benefit  or  right  pursuant  to  Section  8  is  subject   to
Executive's   compliance   with   Executive's   obligations   under
Sections 9 through 14 inclusive, and that in the event of a  breach
by Executive of any of Section 9, 10, 11, 12, 13 or 14, the Company
shall immediately cease paying such benefits and Executive shall be
obligated   to  immediately  repay  to  the  Company  all   amounts
theretofore paid to Executive pursuant to Section 8.  In  addition,
if not repaid, the Company shall have the right to set off from any
amounts  otherwise  due  to Executive any amounts  previously  paid
pursuant  to  Section  8(f) (other than the  Accrued  Obligations).
Executive further agrees that the foregoing is appropriate for  any
such   breach  inasmuch  as  actual  damages  cannot   be   readily
calculated,   the   amount  is  fair  and  reasonable   under   the
circumstances, and the Company would suffer irreparable harm if any
of  these Sections were breached.  All disputes not relating to any
request  or  application for injunctive relief in  accordance  with
this Section 15 shall be resolved by arbitration in accordance with
Section 18(b).

     16.  Assumption  of Agreement.  The Company shall require  any
Successor  thereto,  by agreement in form and substance  reasonably
satisfactory to Executive, to expressly assume and agree to perform
this  Agreement in the same manner and to the same extent that  the
Company  would be required to perform it if no such succession  had
taken place.  Failure of the Company to obtain such agreement prior
to  the  effectiveness of any such succession shall be a breach  of
this Agreement and shall entitle Executive to compensation from the
Company in the same amount and on the same terms as Executive would
be  entitled  hereunder  if the Company had terminated  Executive's
employment Without Cause as described in Section 8, except that for
purposes of implementing the foregoing, the date on which any  such
succession   becomes  effective  shall  be  deemed  the   Date   of
Termination.

     17.  Entire Agreement.  This  Agreement constitutes the entire
agreement  among  the parties hereto with respect  to  the  subject
matter  hereof.  All prior correspondence and proposals (including,
but  not  limited to, summaries of proposed terms)  and  all  prior
promises,   representations,   understandings,   arrangements   and
agreements  relating to such subject matter are merged  herein  and
superseded hereby.

<PAGE> 10

     18.  Miscellaneous.

          (a)  Binding Effect; Assignment.  This Agreement shall be binding
on  and inure to the benefit of the Company and its Successors  and
permitted  assigns.  This Agreement shall also be  binding  on  and
inure  to  the  benefit  of  Executive and  his  heirs,  executors,
administrators and legal representatives.  This Agreement shall not
be assignable by any party hereto without the prior written consent
of  the  other  parties hereto.  The Company  may  effect  such  an
assignment  without  prior written approval of Executive  upon  the
transfer of all or substantially all of its business and/or  assets
(by  whatever  means), provided that the Successor to  the  Company
shall  expressly  assume  and agree to perform  this  Agreement  in
accordance with the provisions of Section 16.

          (b)  Arbitration.  The Company and Executive agree that any dispute
or  controversy arising under or in connection with this  Agreement
shall  be  resolved  by  final and binding arbitration  before  the
American Arbitration Association ("AAA").  The arbitration shall be
conducted  in  accordance  with  AAA's  National  Rules   for   the
Resolution of Employment Disputes then in effect at the time of the
arbitration.   The arbitration shall be held in the general  Kansas
City,  Kansas  metropolitan area.  The dispute shall be  heard  and
determined  by  one arbitrator selected from a list of  arbitrators
who  are  members  of AAA's Regional Employment Dispute  Resolution
roster.   If  the  parties cannot agree upon a mutually  acceptable
arbitrator  from  the list, each party shall number  the  names  in
order of preference and return the list to AAA within ten (10) days
from the date of the list.  A party may strike a name from the list
only  for good cause.  The arbitrator receiving the highest ranking
by the parties shall be selected.  Depositions, if permitted by the
arbitrator, shall be limited to a maximum of two (2) per party  and
to  a maximum of four (4) hours in duration.  The arbitration shall
not  impair  either  party's right to request injunctive  or  other
equitable relief in accordance with Section 15 of this Agreement.

          (c)  Governing Law.  This Agreement shall be governed by and
construed  in  accordance with the laws  of  the  State  of  Kansas
without reference to principles of conflicts of laws.

          (d)  Taxes.  The Company may withhold from any payments made under
this Agreement all applicable taxes, including, but not limited to,
income, employment and social insurance taxes, as shall be required
by law.

          (e)  Amendments.  No provision of this Agreement may be modified,
waived  or discharged unless such modification, waiver or discharge
is  approved  by  the  Company  and is  agreed  to  in  writing  by
Executive.  No waiver by any party hereto at any time of any breach
by  any other party hereto of, or compliance with, any condition or
provision  of  this Agreement to be performed by such  other  party
shall  be  deemed a waiver of similar or dissimilar  provisions  or
conditions  at  the  same or at any prior or subsequent  time.   No
waiver of any provision of this Agreement shall be implied from any
course  of dealing between or among the parties hereto or from  any
failure by any party hereto to assert its rights hereunder  on  any
occasion or series of occasions.

          (f)  Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable   in   any  respect,  the  validity,   legality   and
enforceability of the remaining provisions contained  herein  shall
not be affected thereby.

<PAGE> 11

          (g)  Notices.  Any notice or other communication required or
permitted  to  be delivered under this Agreement shall  be  (i)  in
writing;  (ii)  delivered  personally, by  courier  service  or  by
certified  or  registered  mail, first-class  postage  prepaid  and
return receipt requested; (iii) deemed to have been received on the
date of delivery or, if mailed, on the third business day after the
mailing  thereof; and (iv) addressed as follows (or to  such  other
address  as the party entitled to notice shall hereafter  designate
in accordance with the terms hereof):

               (i)  If to the Company, to it at:

                    Seaboard Corporation
                    9000 West 67th Street
                    Shawnee Mission, Kansas  66202
                    Attention:     General Counsel
                    Telephone:     (913) 676-8925
                    Facsimile:     (913) 676-8978

               (ii) if to Executive, to his residential address as currently on
     file with the Company.

          (h)  Voluntary Agreement; No Conflicts.  Executive represents that
he is entering into this Agreement voluntarily and that Executive's
employment  hereunder and compliance with the terms and  conditions
of this Agreement will not conflict with or result in the breach by
Executive of any agreement to which he is a party or by which he or
his properties or assets may be bound.

          (i)  Counterparts/Facsimile.  This Agreement may be executed in
counterparts  (including by facsimile),  each  of  which  shall  be
deemed  an original and all of which together shall constitute  one
and the same instrument.

          (j)  Headings.  The section and other headings contained in this
Agreement are for the convenience of the parties only and  are  not
intended  to  be  a  part  hereof  or  to  affect  the  meaning  or
interpretation hereof.

          (k)  Certain other Definitions.

               "Affiliate"  with respect to any Person,  means  any
other  Person  that,  directly or indirectly through  one  or  more
intermediaries,  Controls, is Controlled by,  or  is  under  common
Control  with  the first Person, including, but not limited  to,  a
Subsidiary of any such Person.

               "Control" (including, with correlative meanings, the
terms  "Controlling,"  "Controlled by" and  "under  common  Control
with"):   with  respect to any Person, shall mean  the  possession,
directly  or  indirectly,  of the power  to  direct  or  cause  the
direction  of  the management and policies of such Person,  whether
through  the  ownership  of  voting  securities,  by  contract   or
otherwise.

               "Person"  any  natural  person,  firm,  partnership,
limited   liability  company,  association,  corporation,  company,
trust, business trust, governmental authority or other entity.

<PAGE> 12

               "Subsidiary"   with  respect  to  any  Person,  each
corporation  or  other  Person in which the first  Person  owns  or
Controls,  directly or indirectly, capital stock or other ownership
interests representing fifty percent (50%) or more of the  combined
voting  power  of  the outstanding voting stock or other  ownership
interests of such corporation or other Person.

               "Successor" of a Person means a Person that succeeds
to   the   first  Person's  assets  and  liabilities   by   merger,
liquidation,  dissolution or otherwise by operation of  law,  or  a
Person to which all or substantially all the assets and/or business
of the first Person are transferred.

                      SIGNATURE PAGE FOLLOWS

<PAGE> 13

     IN  WITNESS  WHEREOF,  the  Company  has  duly  executed  this
Agreement  by  its  authorized representatives, and  Executive  has
hereunto set his hand, in each case effective as of the date  first
above written.

THIS  AGREEMENT  CONTAINS  A PROVISION REQUIRING  THAT  ARBITRATION
PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL RULES FOR
THE  RESILUTION OF EMPLOYMENT DISPUTES IS THE EXCLUSIVE  MEANS  FOR
RESOLVING  ANY  DISPUTE  BETWEEN THE  PARTIES  HERETO  AS  TO  THIS
AGREEMENT.

                                   SEABOARD CORPORATION



                                   By:    /s/ H. H. Bresky
                                   Name:  H. H. Bresky
                                   Title: President

                                   Executive:



                                   By:    /s/ Steven J. Bresky
                                          Steven J. Bresky

<PAGE> 14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN SEABOARD CORPORATION AND ROBERT L. STEER
<TEXT>


                                                       Exhibit 10.2

                       EMPLOYMENT AGREEMENT


     This  EMPLOYMENT AGREEMENT (this "Agreement") is entered  into
as  of July 1, 2005 by and between SEABOARD CORPORATION, a Delaware
corporation  (together with any Successor thereto, the  "Company"),
and Robert L. Steer ("Executive").

                            WITNESSETH:

     WHEREAS,  the  Company  desires  to  employ  and  secure   the
exclusive  services  of Executive on the terms and  conditions  set
forth in this Agreement;

     WHEREAS, Executive desires to accept such employment  on  such
terms and conditions; and

     NOW,  THEREFORE,  in  consideration of the  premises  and  the
mutual  covenants and promises contained herein and for other  good
and  valuable consideration, the Company and Executive hereby agree
as follows:

     1.   Agreement to Employ.   Upon the terms and subject to  the
conditions of this Agreement, the Company hereby agrees to continue
to  employ  Executive, and Executive hereby accepts such  continued
employment with the Company.

     2.   Term; Position and Responsibilities; and Location.

          (a)  Term of Employment.  Unless Executive's employment shall
sooner  terminate pursuant to Section 8, the Company shall continue
to  employ Executive on the terms and subject to the conditions  of
this  Agreement  for  a  term  commencing  on  July  1,  2005  (the
"Commencement  Date") and ending on the date which  is  five  years
after  the  Commencement Date, provided, however,  on  each  annual
anniversary  date of the Commencement Date (an "Annual  Anniversary
Date"),  Executive's employment hereunder shall  be  deemed  to  be
automatically extended, upon the same terms and conditions for five
years  after such Annual Anniversary Date, unless the Company shall
have  given written notice to Executive, at least thirty (30)  days
prior  to  the expiration of such Annual Anniversary Date,  of  its
intention  not  to extend the Employment Period (as defined  below)
hereunder.   Notwithstanding the foregoing, unless mutually  agreed
to  by  the  Company  and  the  Executive,  Executive's  employment
hereunder  shall under no circumstances extend beyond December  31,
2024.  The period during which Executive is employed by the Company
pursuant  to  this  Agreement, including any extension  thereof  in
accordance with the preceding sentence, shall be referred to as the
"Employment Period."

          (b)  Position and Responsibilities.  During the Employment Period,
Executive shall serve as Senior Vice President, Treasurer and Chief
Financial  Officer, and shall have such duties and responsibilities
as are customarily assigned to individuals serving in such position
and  such  other  duties  consistent  with  Executive's  title  and
position  as  the  Chief Executive Officer of the Company  and  the
Board of Directors of the Company (the "Board") specifies from time
to  time.   Executive  shall devote all of  his  skill,  knowledge,
commercial efforts and business time to the

<PAGE>

conscientious and  good   faith    performance  of  his  duties and
responsibilities  for  the Company to the best of his ability.

          (c)  Location.  During the Employment Period, Executive's services
shall  be performed primarily in the Kansas City metropolitan area.
However,  Executive may be required to travel  in  and  outside  of
Kansas City as the needs of the Company's business dictate.

     3.   Base Salary.  During the Employment Period, the Company shall
pay  Executive a base salary at an annualized rate of four  hundred
forty  thousand dollars ($440,000), payable in installments on  the
Company's   regular   payroll  dates.   The  Board   shall   review
Executive's base salary annually during the Employment  Period  and
may increase (but not decrease) such base salary from time to time,
based  on  its  periodic  review  of  Executive's  performance   in
accordance with the Company's regular policies and procedures.  The
annual  base  salary payable to Executive from time to  time  under
this  Section  3  shall hereinafter be referred  to  as  the  "Base
Salary."

     4.   Annual Bonus Compensation.  Executive shall be eligible to
receive  an  annual  bonus ("Annual Bonus") with  respect  to  each
calendar  year  ending during the Employment  Period.   The  Annual
Bonus  shall be determined under the Company's Executive  Officers'
Bonus  Plan  or  such  other annual bonus plan  maintained  by  the
Company   for  similarly  situated  Executives  that  the   Company
designates,  in  its  sole discretion (any such  plan,  the  "Bonus
Plan"), in accordance with the terms of such plan as in effect from
time to time.  Executive's Annual Bonus shall not be less than four
hundred  fifty  thousand dollars ($450,000) for any  calendar  year
during  the Employment Period.  The Annual Bonus is earned pro-rata
throughout  each  year.  The Annual Bonus for each  year  shall  be
payable in cash on or before March 1 of the following year.

     5.   Car   Allowance.   During Executive's Employment  Period,
Executive  will be entitled to receive an annual car allowance  and
gasoline  charge  privileges in accordance with the  Company's  car
allowance policy.

     6.   Executive Benefits.  During the Employment Period, Executive
will  be  eligible  to  participate in the employee  and  executive
benefit  plans and programs maintained by the Company from time  to
time  in which executives of the Company at Executive's grade level
are eligible to participate, including medical, dental, disability,
hospitalization,  life  insurance,  and  retirement  (i.e.,   401K,
pension and executive retirement plans), deferred compensation  and
savings plans, on the terms and subject to the conditions set forth
in  such  plans;  as  may be amended from time to  time;  provided,
however,  the benefits provided by the Company will not be  amended
to  provide  for any benefits which are materially  less  than  the
current benefits provided to Executive at the Commencement Date.

     7.   Indemnification; Expenses; Paid Time Off.

          (a)  Indemnification.  Except to the extent, if any, prohibited by
law,   the  Company  shall  indemnify  Executive  against  expenses
(including  attorneys'  fees  of counsel  selected  by  Executive),
judgments,  fines  and  amounts paid  in  settlement  actually  and
reasonably incurred by Executive in connection with any threatened,
pending  or  completed action, suit or proceeding,  whether  civil,
criminal, administrative or investigative, to which Executive  was,
is,  or is threatened

<PAGE> 2

to be, made a party by reason of facts  which  include  Executive's
being or having been  an  employee,  officer, director  or agent of
the  Company  or any  Affiliates.  Except to  the  extent,  if any,
prohibited   by law, the   Company   shall pay  expenses (including
attorneys'  fees  of  counsel selected  by  Executive) actually and
reasonably   incurred   by   Executive   in   defending   any  such
action,  suit or proceeding in advance of the final disposition  of
such  action, suit or proceeding upon receipt of an undertaking  by
Executive to repay such amounts so paid on Executive's behalf if it
shall ultimately be determined that Executive is not entitled to be
indemnified by the Company for such expenses under applicable  law.
The  provisions of this Section 7(a) shall (i) survive  termination
of  this  Agreement; and (ii) not be deemed exclusive of any  other
indemnification  or  expense  rights  to  which  Executive  may  be
entitled.

          (b)  Business Expenses.  During the Employment Period, the Company
will reimburse Executive for all reasonable and necessary business-
related  expenses incurred by Executive at the request  of  and  on
behalf  of  the  Company in accordance with  The  Company's  normal
expense reimbursement policies.

          (c)  Paid Time Off.  During the Employment Period, Executive shall
be  entitled to paid time off on an annualized basis in  accordance
with  the Company's paid time off policy.  Executive shall also  be
entitled to Company-designated holidays.

     8.   Termination of Employment.

          (a)  Termination Due to Death or Disability.  Executive's
employment shall automatically terminate upon Executive's death and
may  be terminated by the Company due to Executive's Disability (as
defined  below  in  this  subsection  (a)).   In  the  event   that
Executive's  employment  is terminated due  to  his  Disability  or
death, no termination benefits shall be payable to or in respect of
Executive except as provided in Section 8(f)(ii).  For purposes  of
this  Agreement, "Disability" means a physical or mental disability
that prevents or would prevent the performance by Executive of  his
duties  hereunder for a continuous period of six months or  longer.
The  determination of Executive's Disability will  be  made  by  an
independent physician agreed to by the parties.  If the parties are
unable  to  agree  within  ten  (10)  days  after  a  request   for
designation  by  a party, then the Company and the Executive  shall
each  select a physician, and the two (2) physicians selected shall
select  a  third physician.  The three (3) physicians  so  selected
shall  make  a  determination  of the  Executive's  Disability,  as
determined  by  at  least  two  (2) of  the  three  (3)  physicians
selected.   Such  determination shall be final and binding  on  the
parties  hereto,  and  shall  be based on  such  competent  medical
evidence  as  shall  be presented to such physicians  by  Executive
and/or  the  Company or by any physician or group of physicians  or
other  competent medical experts employed by Executive  and/or  the
Company to advise such physicians.

          (b)  Termination by the Company for Cause.  Executive's employment
may  be  terminated by the Company for Cause (as defined  below  in
this subsection (b)).  In the event of a termination of Executive's
employment  by the Company for Cause, Executive shall be  paid  the
termination benefits as provided in Section 8(f)(ii).  For purposes
of this Agreement, "Cause" means (i) a material breach by Executive
of  any  provision of this Agreement; (ii) a material violation  by
Executive  of  any Policy (as defined in Section 14), resulting  in
material   injury   to  the  Company;  (iii)  Executive's   willful
misconduct  or  gross negligence that has caused or  is  reasonably
expected  to

<PAGE> 3

result    in    material    injury   to  the business,  reputation
or   prospects   of   the  Company  or  any  of   its   Affiliates;
(iv)  Executive's material fraud or misappropriation of  funds;  or
(v)  the  commission  by  Executive of  a  felony  involving  moral
turpitude; provided that no termination under clauses (i)  or  (ii)
shall be effective unless Company shall have given Executive notice
of  the event or events constituting Cause and Executive shall have
failed  to  cure such event or events within thirty  (30)  business
days after receipt of such notice.

          (c)  Termination Without Cause.  Executive's employment may be
terminated by the Company Without Cause (as defined below  in  this
subsection  (c))  at any time.  In the event of  a  termination  of
Executive's employment by the Company Without Cause, the  Executive
shall   be   paid   the  termination  benefits   as   provided   in
Section  8(f)(i).   For purposes of this Agreement,  a  termination
"Without  Cause" shall mean a termination of Executive's employment
by the Company other than due to Executive's death or Disability as
described in Section 8(a) and other than for Cause as described  in
Section 8(b).

          (d)  Termination by Executive.  Executive may resign from his
employment  for any reason, including for Good Reason  (as  defined
below  in  this subsection (d)).  In the event of a termination  of
Executive's  employment by Executive's resignation other  than  for
Good  Reason,  no termination benefits shall be payable  to  or  in
respect of Executive except as provided in Section 8(f)(ii) and  in
the  event  of a termination of Executive's employment by Executive
for Good Reason, no termination benefits shall be payable to or  in
respect  of  Executive except as provided in Section 8(f)(i).   For
purposes  of  this  Agreement,  a  termination  of  employment   by
Executive  for "Good Reason" shall mean a resignation by  Executive
from  his  employment with the Company within  one  hundred  eighty
(180)  days following the occurrence, without Executive's  consent,
of  any  of the following events: (i) a material diminution in  the
Executive's  position,  authority  or  responsibilities;  (ii)  any
involuntary  relocation of the location where  Executive  primarily
performs  his services; or (iii) any other material breach  by  the
Company of any material provision of this Agreement; provided  that
the  Executive shall have given the Company notice of the event  or
events  constituting Good Reason and the Company shall have  failed
to cure such event or events (to the extent capable of being cured)
within thirty (30) business days after receipt of such notice.

          (e)  Notice of Termination; Date of Termination.

               (i)  Notice of Termination.  Any termination of Executive's
     employment by the Company or by Executive (other than as a result
     of Executive's death) shall be communicated by a written Notice of
     Termination addressed to the other party to this Agreement.  A
     "Notice of Termination" shall mean a notice stating that Executive
     or  the  Company, as the case may be, is electing to terminate
     Executive's employment with the Company (and thereby terminating
     the Employment Period), stating the proposed effective date of such
     termination, indicating the specific provision of this Section 8
     under which such termination is being effected and, if applicable,
     setting forth in reasonable detail the circumstances claimed to
     provide the basis for such termination.  Any Notice of Termination
     given by an Executive must specify an effective date of termination
     which is at least thirty (30) days after the giving of the Notice
     of Termination.

<PAGE> 4

               (ii) Date of Termination.  The term "Date of Termination" shall
     mean (i) if Executive's employment is terminated by his death, the
     date of his death; and (ii) if Executive's employment is terminated
     for any other reason, the effective date of termination specified
     in such Notice of Termination.  The Employment Period shall expire
     on the Date of Termination.

          (f)  Payments Upon Certain Terminations.

               (i)  In the event of a termination of Executive's employment by
     the Company Without Cause or by Executive's resignation from employment
     for Good Reason during the Employment Period, the Company shall pay
     to Executive (or, following his death, to Executive's estate),
     within thirty (30) days of the Date of Termination, (x) his Base
     Salary  through  the Date of Termination, to  the  extent  not
     previously paid; (y) the pro-rata amount of the Annual Bonus (based
     on the amount paid for the previous year) which is accrued through
     the date of termination; and (z) reimbursement for any unreimbursed
     business expenses incurred by Executive prior to the  Date  of
     Termination that are subject to reimbursement pursuant to the terms
     hereof, and payment for paid time off accrued as of the Date of
     Termination but unused (such amounts under clauses (x), (y) and
     (z), collectively the "Accrued Obligations").  In addition, in the
     event  of  any such termination of Executive's employment,  if
     Executive  executes and delivers to the Company a Release  and
     Discharge of All Claims substantially in the form approved by the
     Company, Executive (or, following his death, Executive's estate)
     shall be entitled to the following payments and benefits:

                    (A)  the Executive's Base Salary (at the Base Salary being
          paid on the Date of Termination), for the longer of: (x) the
          remaining Employment Period or (y) one (1) year (the "Severance
          Period"), payable in installments in accordance with the Company's
          regular payroll policies for one year after the Date of Termination,
          with the balance, if any, being paid pursuant to a lump sum payment
          on the one year anniversary date of the Date of Termination; and

                    (B)  the Executive's Annual Bonus (at the amount of the
          Annual Bonus paid to the Executive for the year prior to the Date of
          Termination) which would have been paid to the Executive had
          Executive's employment continued for the Severance Period, duly
          apportioned for any partial year, such amount to be payable to
          Executive on the one year anniversary date of the Date of
          Termination; and

                    (C)  the Executive shall receive "Years of Service" credit
          for the number of years comprising the Severance Period for purposes
          of accruing the Executive's benefit under the Company's Executive
          Retirement Plan and the Final Average Earnings thereunder for the
          Severance Period shall be determined based on the Base Salary being
          paid on the Date of Termination and the Annual Bonus paid to the
          Executive for the year prior to the Date of Termination;

                    (D)  the Executive shall automatically vest in all employee
          welfare and benefit plans in which the Executive was participating as
          of the Date of

<PAGE> 5

          Termination and such benefits shall be paid to
          Executive in accordance with the terms of such plans;

                    (E)  the Company shall provide outplacement services to
          Executive for up to ninety (90) days.

          Executive shall not have a duty to mitigate the costs  to
the Company under this Section 8(f)(i), nor shall any payments from
the  Company to Executive hereunder be reduced, offset or  canceled
by  any  compensation  or  fees earned  by  (whether  or  not  paid
currently)  or  offered to Executive during the  remainder  of  the
fiscal year of the Company that includes the Date of Termination by
a  subsequent  employer  or  other  Person  (as  defined  below  in
Section   18(k)  below)  for  which  Executive  performs  services,
including, but not limited to, consulting services.

               (ii) If Executive's employment shall terminate upon his death or
     if the Company shall terminate Executive's employment for Cause or due
     to  Executive's Disability or Executive shall resign from  his
     employment  without Good Reason, in any such case  during  the
     Employment Period, the Company shall pay to Executive (or, in the
     event of Executive's death, to his estate) the Accrued Obligations
     within thirty (30) days following the Date of Termination.

               (iii)     Except as specifically set forth in this Section 8(f),
     no termination  benefits shall be payable to  or  in  respect  of
     Executive's employment with the Company or its Affiliates.

               (iv) The Company shall have the right to apply and set off
     against the Accrued Obligations or any other amounts owing to Executive
     hereunder, any amounts owing by the Executive to the  Company,
     whether pursuant to this Agreement or otherwise.

          (g)  Resignation upon Termination.  Effective as of any Date of
Termination  under this Section 8 or otherwise as of  the  date  of
Executive's  termination of employment with the Company,  Executive
shall  resign,  in  writing, from all Board memberships  and  other
positions  then  held  by him, or to which he has  been  appointed,
designated or nominated, with the Company and its Affiliates.

     9.   Confidentiality.

          (a)  Executive acknowledges and agrees that the terms of this
Agreement,  including  all addendums and  attachments  hereto,  are
confidential.   Executive  agrees not to disclose  any  information
contained  in  this  Agreement, or the fact of this  Agreement,  to
anyone,  other  than  to Executive's lawyer, financial  advisor  or
immediate  family members.  If Executive discloses any  information
contained  in  this Agreement to his lawyer, financial  advisor  or
immediate  family members as permitted herein, Executive agrees  to
immediately tell each such individual that he or she must abide  by
the  confidentiality restrictions contained herein  and  keep  such
information confidential as well.

<PAGE> 6

          (b)  Executive agrees that during his employment with the Company
and   thereafter,  Executive  will  not,  directly  or   indirectly
(i)  disclose  any  Confidential Information to any  Person  (other
than, only with respect to the period that Executive is employed by
the  Company,  to  an Executive of the Company  who  requires  such
information  to  perform his or her duties  for  the  Company);  or
(ii)  use any Confidential Information for Executive's own  benefit
or  the  benefit  of  any third party.  "Confidential  Information"
means   confidential,   proprietary   or   commercially   sensitive
information  relating  to (i) the Company  or  its  Affiliates,  or
members  of  their management or boards; or (ii) any third  parties
who  do  business  with  the Company or its  Affiliates,  including
customers   and  suppliers.   Confidential  Information   includes,
without  limitation,  marketing plans,  business  plans,  financial
information  and records, operation methods, personnel information,
drawings, designs, information regarding product development, other
commercial  or  business information and any other information  not
available to the public generally.  The foregoing obligation  shall
not  apply to any Confidential Information that has been previously
disclosed to the public or is in the public domain (other  than  by
reason  of  a  breach  of  Executive's  obligations  to  hold  such
Confidential Information confidential).  If Executive  is  required
or  requested  by  a  court  or  governmental  agency  to  disclose
Confidential Information, Executive must notify the General Counsel
of  the Company in writing of such disclosure obligation or request
no  later than three business days after Executive learns  of  such
obligation  or request, and permit the Company to take  all  lawful
steps  it  deems  appropriate  to prevent  or  limit  the  required
disclosure.

     10.  Partial Restraint on Post-termination Competition.

          (a)  Definitions.  For the purposes of this Section 10, the
following definitions shall apply:

               "Competitor"   means   any   business,   individual,
partnership, joint venture, association, firm, corporation or other
entity, other than the Company and its affiliates, that is engaging
or  actively  planning to engage, wholly or partly,  in  activities
("Competitive  Activities") that directly compete or would  compete
with  the  Company or its affiliates in the Company Activities  (as
hereinafter defined) in the Territory (as hereinafter defined).

               "Competitive  Position"  means  (i)  the  direct  or
indirect  ownership  or  control  of  all  or  any  portion  of   a
Competitor;  or  (ii)  any  employment  or  independent  contractor
arrangement with any Competitor whereby Executive will  serve  such
Competitor  in  any  managerial,  sales,  executive  or  consultant
capacity with respect to Competitive Activities in the Territory.

               "The  Company  Activities" means the  businesses  of
(i)  animal  production and processing, meat processing  (including
any  further processed meats) and fast food restaurants; (ii) cargo
transportation,  whether  over  land  or  water,  and  all  related
business,   including,  without  limitation,   logistics,   freight
forwarding,  agency  representation and  stevedoring;  (iii)  flour
milling  and  commodity trading; and (iv) any business acquired  or
commenced  by  the Company after the Commencement  Date  which  has
sales in excess of $100 million.

               "Non-compete  Period"  or "Non-solicitation  Period"
means  the  period beginning with the Commencement Date and  ending
on:  (x)  the  two year anniversary date of the Date of Termination
with  respect  to  any termination of employment by  the  Executive
pursuant  to

<PAGE> 7

Section  8 (d)   above    by   Executive's    resignation     other
than  for Good Reason; or (y) the one (1) year anniversary date  of
the  Date  of Termination with respect to any other termination  of
employment hereunder.

               "Territory" means the United States of America  with
respect to the businesses of hog production and processing, and the
United  States  of America, the Caribbean Basin,  and  Central  and
South   America   with   respect  to   the   business   of   marine
transportation,  and the United States of America,  Africa,  Haiti,
and  Ecuador  with  respect to the business of  flour  milling  and
commodity trading which Executive acknowledges and agrees  are  the
geographic  areas  in  which the Company  engages  in  the  Company
Activities.

          (b)  Non-competition.

               (i)  The parties hereto acknowledge that Executive, by virtue of
     his position with and responsibilities to the Company, is engaging
     and  is expected to continue to engage during the Term in  the
     Company  Activities throughout the Territory and has executive
     management  responsibilities  with  respect  to  the   Company
     responsibilities which extend throughout the Territory.  Executive
     acknowledges that to protect adequately the interest of the Company
     in the business of the Company it is essential that any non-compete
     covenant with respect thereto cover all the Company Activities and
     the entire Territory.

               (ii) Executive hereby agrees that, during the Non-compete
     Period, Executive will not, either directly or indirectly, alone or in
     conjunction  with  any other party, accept  or  enter  into  a
     Competitive Position.  Executive shall notify the Company promptly
     in writing if Executive receives an offer of a Competitive Position
     during the Non-compete Period, and such notice shall describe all
     material terms of such offer.

          Nothing  contained  in  this Section  10  shall  prohibit
Executive from (i) acquiring not more than five percent (5%) of any
company  whose  common  stock  is publicly  traded  on  a  national
securities   exchange  or  in  the  over-the-counter   market;   or
(ii)  owning  less  than a controlling interest in  any  fast  food
restaurant   or  restaurants,  so  long  as  Executive   does   not
participate in the management of the operation in any way.

          (c)  Severability.  If a judicial or arbitral determination is made
that  any  of  the  provisions of this Section  10  constitutes  an
unreasonable   or   otherwise  unenforceable  restriction   against
Executive the provisions of this Section 10 shall be rendered  void
only  to  the  extent that such judicial or arbitral  determination
finds such provisions to be unreasonable or otherwise unenforceable
with respect to Executive.  In this regard, Executive hereby agrees
that  any  judicial or arbitral authority construing this Agreement
shall  sever or reform any portion of the Territory, any prohibited
business  activity  or any time period from the  coverage  of  this
Agreement to allow the covenants in this Section 10 to be  enforced
to the maximum extent authorized by law, and shall then enforce the
covenants in this Section 10 as so severed or reformed.

          (d)  Reasonable Restrictions.  Executive acknowledges that the
restrictions   and  covenants  contained  in  this  Agreement   are
reasonably   necessary  to  protect  the  goodwill  and  legitimate
business interests of the Company, are not overbroad, overlong,  or
unfair  (including  in

<PAGE> 8

duration and scope), and will not curtail Executive's   ability  to
earn  a  livelihood   upon   Executive's termination of  employment
with the Company.

     11.  Non-Solicitation  of Employees and Customers.  During the
period of Executive's employment with the Company and for the  one-
year  period following the termination of his employment, Executive
shall  not, directly or indirectly, by himself or through any third
party, whether on Executive's own behalf or on behalf of any  other
Person  or  entity, (i) solicit or endeavor to solicit,  employ  or
retain; (ii) interfere with the relationship of the Company or  any
of  its  Affiliates with; or (iii) attempt to establish a  business
relationship  with  (A) any natural person who is  or  was  (during
Executive's employment with the Company) an employee or engaged  by
the  Company or any Affiliate to provide services to it, or (B) any
customer of the Company or any of its Affiliates who was a customer
at any time during which Executive was an employee of the Company.

     12.  Work Product.  Executive agrees that all of Executive's work
product  (created solely or jointly with others, and including  any
intellectual property or moral rights in such work product), given,
disclosed,  created,  developed  or  prepared  in  connection  with
Executive's employment with the Company, whether ensuing during  or
after  Executive's  employment with the  Company  ("Work  Product")
shall exclusively vest in and be the sole and exclusive property of
the Company and shall constitute "work made for hire" (as that term
is  defined under Section 101 of the U.S. Copyright Act, 17  U.S.C.
section 101) with the Company being the  person  for  whom the work
was prepared. In the event that any such Work Product is deemed not
to be a "work made for hire" or does not vest by  operation  of law
in the Company, Executive hereby irrevocably assigns, transfers and
conveys  to  the Company, exclusively and perpetually,  all  right,
title  and interest which Executive may have or acquire in  and  to
such   Work   Product  throughout  the  world,  including   without
limitation  any  copyrights and patents, and the  right  to  secure
registrations,  renewals, reissues, and  extensions  thereof.   The
Company  and  its  Affiliates or their  designees  shall  have  the
exclusive right to make full and complete use of, and make  changes
to  all  Work  Product without restrictions or liabilities  of  any
kind,  and  Executive  shall not have the right  to  use  any  such
materials,  other than within the legitimate scope and  purpose  of
Executive's employment with the Company.  Executive shall  promptly
disclose  to  the  Company the creation or existence  of  any  Work
Product  and  shall take whatever additional lawful action  may  be
necessary, and sign whatever documents the Company may require,  in
order  to secure and vest in the Company or its designee all right,
title  and interest in and to all Work Product and any intellectual
property  rights therein (including full cooperation in support  of
any  Company  applications for patents and copyright  or  trademark
registrations).

     13.  Return of Company Property.  In the event of termination of
Executive's  employment for any reason, Executive shall  return  to
the  Company all of the property of the Company and its Affiliates,
including  without limitation all materials or documents containing
or  pertaining  to Confidential Information, and including  without
limitation,  any  company car, all computers  (including  laptops),
cell  phones,  keys,  PDAs, Blackberries, credit  cards,  facsimile
machines,  card  access  to any Company building,  customer  lists,
computer disks, reports, files, e-mails, work papers, Work Product,
documents,  memoranda, records and software, computer access  codes
or  disks  and instructional manuals, internal policies, and  other
similar  materials or documents which Executive used,  received  or
prepared,  helped  prepare  or supervised  the  preparation  of  in
connection with Executive's employment with the Company.  Executive
agrees  not  to  retain  any copies, duplicates,  reproductions  or
excerpts of such material or documents.

<PAGE> 9

     14.  Compliance   With Company Policies.   During  Executive's
employment with the Company, Executive shall be governed by and  be
subject to, and Executive hereby agrees to comply with, all Company
policies  applicable  to employees generally  or  to  employees  at
Executive's   grade  level,  including  without   limitation,   the
Company's Code of Business Ethics and Conduct, in each case, as any
such  policies  may be amended from time to time in  the  Company's
sole discretion (collectively, the "Policies").

     15.  Injunctive Relief with Respect to Covenants; Forum, Venue and
Jurisdiction.  Executive acknowledges and agrees that a  breach  by
Executive  of any of Section 9, 10, 11, 12, 13 or 14 is a  material
breach of this Agreement and that remedies at law may be inadequate
to  protect  the Company and its Affiliates in the  event  of  such
breach,  and,  without prejudice to any other rights  and  remedies
otherwise  available  to  the  Company,  Executive  agrees  to  the
granting  of injunctive relief in the Company's favor in connection
with  any  such  breach or violation without proof  of  irreparable
harm,  plus  attorneys' fees and costs to enforce these provisions.
Executive  further  acknowledges  and  agrees  that  the  Company's
obligations  to pay Executive any amount or provide Executive  with
any  benefit  or  right  pursuant  to  Section  8  is  subject   to
Executive's   compliance   with   Executive's   obligations   under
Sections 9 through 14 inclusive, and that in the event of a  breach
by Executive of any of Section 9, 10, 11, 12, 13 or 14, the Company
shall immediately cease paying such benefits and Executive shall be
obligated   to  immediately  repay  to  the  Company  all   amounts
theretofore paid to Executive pursuant to Section 8.  In  addition,
if not repaid, the Company shall have the right to set off from any
amounts  otherwise  due  to Executive any amounts  previously  paid
pursuant  to  Section  8(f) (other than the  Accrued  Obligations).
Executive further agrees that the foregoing is appropriate for  any
such   breach  inasmuch  as  actual  damages  cannot   be   readily
calculated,   the   amount  is  fair  and  reasonable   under   the
circumstances, and the Company would suffer irreparable harm if any
of  these Sections were breached.  All disputes not relating to any
request  or  application for injunctive relief in  accordance  with
this Section 15 shall be resolved by arbitration in accordance with
Section 18(b).

     16.  Assumption  of Agreement.  The Company shall require  any
Successor  thereto,  by agreement in form and substance  reasonably
satisfactory to Executive, to expressly assume and agree to perform
this  Agreement in the same manner and to the same extent that  the
Company  would be required to perform it if no such succession  had
taken place.  Failure of the Company to obtain such agreement prior
to  the  effectiveness of any such succession shall be a breach  of
this Agreement and shall entitle Executive to compensation from the
Company in the same amount and on the same terms as Executive would
be  entitled  hereunder  if the Company had terminated  Executive's
employment Without Cause as described in Section 8, except that for
purposes of implementing the foregoing, the date on which any  such
succession   becomes  effective  shall  be  deemed  the   Date   of
Termination.

     17.  Entire  Agreement.  This Agreement constitutes the entire
agreement  among  the parties hereto with respect  to  the  subject
matter  hereof.  All prior correspondence and proposals (including,
but  not  limited to, summaries of proposed terms)  and  all  prior
promises,   representations,   understandings,   arrangements   and
agreements  relating to such subject matter are merged  herein  and
superseded hereby.

<PAGE> 10

     18.  Miscellaneous.

          (a)  Binding Effect; Assignment.  This Agreement shall be binding
on  and inure to the benefit of the Company and its Successors  and
permitted  assigns.  This Agreement shall also be  binding  on  and
inure  to  the  benefit  of  Executive and  his  heirs,  executors,
administrators and legal representatives.  This Agreement shall not
be assignable by any party hereto without the prior written consent
of  the  other  parties hereto.  The Company  may  effect  such  an
assignment  without  prior written approval of Executive  upon  the
transfer of all or substantially all of its business and/or  assets
(by  whatever  means), provided that the Successor to  the  Company
shall  expressly  assume  and agree to perform  this  Agreement  in
accordance with the provisions of Section 16.

          (b)  Arbitration.  The Company and Executive agree that any dispute
or  controversy arising under or in connection with this  Agreement
shall  be  resolved  by  final and binding arbitration  before  the
American Arbitration Association ("AAA").  The arbitration shall be
conducted  in  accordance  with  AAA's  National  Rules   for   the
Resolution of Employment Disputes then in effect at the time of the
arbitration.   The arbitration shall be held in the general  Kansas
City,  Kansas  metropolitan area.  The dispute shall be  heard  and
determined  by  one arbitrator selected from a list of  arbitrators
who  are  members  of AAA's Regional Employment Dispute  Resolution
roster.   If  the  parties cannot agree upon a mutually  acceptable
arbitrator  from  the list, each party shall number  the  names  in
order of preference and return the list to AAA within ten (10) days
from the date of the list.  A party may strike a name from the list
only  for good cause.  The arbitrator receiving the highest ranking
by the parties shall be selected.  Depositions, if permitted by the
arbitrator, shall be limited to a maximum of two (2) per party  and
to  a maximum of four (4) hours in duration.  The arbitration shall
not  impair  either  party's right to request injunctive  or  other
equitable relief in accordance with Section 15 of this Agreement.

          (c)  Governing Law.  This Agreement shall be governed by and
construed  in  accordance with the laws  of  the  State  of  Kansas
without reference to principles of conflicts of laws.

          (d)  Taxes.  The Company may withhold from any payments made under
this Agreement all applicable taxes, including, but not limited to,
income, employment and social insurance taxes, as shall be required
by law.

          (e)  Amendments.  No provision of this Agreement may be modified,
waived  or discharged unless such modification, waiver or discharge
is  approved  by  the  Company  and is  agreed  to  in  writing  by
Executive.  No waiver by any party hereto at any time of any breach
by  any other party hereto of, or compliance with, any condition or
provision  of  this Agreement to be performed by such  other  party
shall  be  deemed a waiver of similar or dissimilar  provisions  or
conditions  at  the  same or at any prior or subsequent  time.   No
waiver of any provision of this Agreement shall be implied from any
course  of dealing between or among the parties hereto or from  any
failure by any party hereto to assert its rights hereunder  on  any
occasion or series of occasions.

          (f)  Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable   in   any  respect,  the  validity,   legality   and
enforceability of the remaining provisions contained  herein  shall
not be affected thereby.

<PAGE> 11

          (g)  Notices.  Any notice or other communication required or
permitted  to  be delivered under this Agreement shall  be  (i)  in
writing;  (ii)  delivered  personally, by  courier  service  or  by
certified  or  registered  mail, first-class  postage  prepaid  and
return receipt requested; (iii) deemed to have been received on the
date of delivery or, if mailed, on the third business day after the
mailing  thereof; and (iv) addressed as follows (or to  such  other
address  as the party entitled to notice shall hereafter  designate
in accordance with the terms hereof):

               (i)  If to the Company, to it at:

                    Seaboard Corporation
                    9000 West 67th Street
                    Shawnee Mission, Kansas  66202
                    Attention:     General Counsel
                    Telephone:     (913) 676-8925
                    Facsimile:     (913) 676-8978

               (ii) if to Executive, to his residential address as currently on
     file with the Company.

          (h)  Voluntary Agreement; No Conflicts.  Executive represents that
he is entering into this Agreement voluntarily and that Executive's
employment  hereunder and compliance with the terms and  conditions
of this Agreement will not conflict with or result in the breach by
Executive of any agreement to which he is a party or by which he or
his properties or assets may be bound.

          (i)  Counterparts/Facsimile.  This Agreement may be executed in
counterparts  (including by facsimile),  each  of  which  shall  be
deemed  an original and all of which together shall constitute  one
and the same instrument.

          (j)  Headings.  The section and other headings contained in this
Agreement are for the convenience of the parties only and  are  not
intended  to  be  a  part  hereof  or  to  affect  the  meaning  or
interpretation hereof.

          (k)  Certain other Definitions.

               "Affiliate"  with respect to any Person,  means  any
other  Person  that,  directly or indirectly through  one  or  more
intermediaries,  Controls, is Controlled by,  or  is  under  common
Control  with  the first Person, including, but not limited  to,  a
Subsidiary of any such Person.

               "Control" (including, with correlative meanings, the
terms  "Controlling,"  "Controlled by" and  "under  common  Control
with"):   with  respect to any Person, shall mean  the  possession,
directly  or  indirectly,  of the power  to  direct  or  cause  the
direction  of  the management and policies of such Person,  whether
through  the  ownership  of  voting  securities,  by  contract   or
otherwise.

               "Person"  any  natural  person,  firm,  partnership,
limited   liability  company,  association,  corporation,  company,
trust, business trust, governmental authority or other entity.

<PAGE> 12

               "Subsidiary"   with  respect  to  any  Person,  each
corporation  or  other  Person in which the first  Person  owns  or
Controls,  directly or indirectly, capital stock or other ownership
interests representing fifty percent (50%) or more of the  combined
voting  power  of  the outstanding voting stock or other  ownership
interests of such corporation or other Person.

               "Successor" of a Person means a Person that succeeds
to   the   first  Person's  assets  and  liabilities   by   merger,
liquidation,  dissolution or otherwise by operation of  law,  or  a
Person to which all or substantially all the assets and/or business
of the first Person are transferred.

                      SIGNATURE PAGE FOLLOWS

<PAGE> 13

     IN  WITNESS  WHEREOF,  the  Company  has  duly  executed  this
Agreement  by  its  authorized representatives, and  Executive  has
hereunto set his hand, in each case effective as of the date  first
above written.

THIS  AGREEMENT  CONTAINS  A PROVISION REQUIRING  THAT  ARBITRATION
PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL RULES FOR
THE  RESILUTION OF EMPLOYMENT DISPUTES IS THE EXCLUSIVE  MEANS  FOR
RESOLVING  ANY  DISPUTE  BETWEEN THE  PARTIES  HERETO  AS  TO  THIS
AGREEMENT.

                                   SEABOARD CORPORATION



                                   By:    /s/ H. H. Bresky
                                   Name:  H. H. Bresky
                                   Title: President

                                   Executive:



                                   By:    /s/ Robert L. Steer
                                          Robert L. Steer

<PAGE> 14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ex10-3.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN SEABOARD FARMS, INC AND RODNEY K. BRENNEMAN
<TEXT>


                                                     Exhibit 10.3

                      EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as  of  July  1,  2005 by and between SEABOARD  FARMS,  INC.,  an
Oklahoma  corporation (together with any Successor  thereto,  the
"Company"), and Rodney K. Brenneman ("Executive").

                           WITNESSETH:

     WHEREAS,  the  Company  desires to  employ  and  secure  the
exclusive  services of Executive on the terms and conditions  set
forth in this Agreement;

     WHEREAS, Executive desires to accept such employment on such
terms and conditions; and

     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual covenants and promises contained herein and for other good
and  valuable  consideration, the Company  and  Executive  hereby
agree as follows:

     1.   Agreement to Employ.  Upon the terms and subject to the
conditions  of  this  Agreement, the  Company  hereby  agrees  to
continue  to employ Executive, and Executive hereby accepts  such
continued employment with the Company.

     2.   Term; Position and Responsibilities; and Location.

          (a)  Term of Employment.  Unless Executive's employment shall
sooner  terminate  pursuant  to  Section  8,  the  Company  shall
continue  to  employ Executive on the terms and  subject  to  the
conditions  of this Agreement for a term commencing  on  July  1,
2005  (the "Commencement Date") and ending on the date  which  is
five  years  after the Commencement Date, provided,  however,  on
each annual anniversary date of the Commencement Date (an "Annual
Anniversary  Date"), Executive's employment  hereunder  shall  be
deemed  to  be  automatically extended, upon the same  terms  and
conditions  for  five years after such Annual  Anniversary  Date,
unless  the Company shall have given written notice to Executive,
at  least thirty (30) days prior to the expiration of such Annual
Anniversary  Date, of its intention not to extend the  Employment
Period   (as  defined  below)  hereunder.   Notwithstanding   the
foregoing,  unless  mutually agreed to by  the  Company  and  the
Executive,  Executive's  employment  hereunder  shall  under   no
circumstances extend beyond December 31, 2029.  The period during
which  Executive  is  employed by the Company  pursuant  to  this
Agreement, including any extension thereof in accordance with the
preceding  sentence,  shall be referred  to  as  the  "Employment
Period."

          (b)  Position and Responsibilities.  During the Employment
Period,  Executive shall serve as President, and shall have  such
duties  and  responsibilities  as  are  customarily  assigned  to
individuals  serving  in  such position  and  such  other  duties
consistent  with Executive's title and position as the  Board  of
Directors  of  the Company (the "Board") specifies from  time  to
time.   Executive  shall  devote all  of  his  skill,  knowledge,
commercial  efforts  and business time to

<PAGE>

the  conscientious  and good faith performance of his duties  and
responsibilities for the Company to the best of his ability.

          (c)  Location.  During the Employment Period, Executive's
services  shall  be  performed  primarily  in  the  Kansas   City
metropolitan area.  However, Executive may be required to  travel
in  and  outside  of Kansas City as the needs  of  the  Company's
business dictate.

     3.   Base Salary.  During the Employment Period, the Company
shall  pay Executive a base salary at an annualized rate of Three
Hundred   Seventy   thousand  dollars  ($370,000),   payable   in
installments on the Company's regular payroll dates.   The  Board
shall   review  Executive's  base  salary  annually  during   the
Employment Period and may increase (but not decrease)  such  base
salary  from  time  to  time, based on  its  periodic  review  of
Executive's performance in accordance with the Company's  regular
policies  and  procedures.  The annual  base  salary  payable  to
Executive  from  time  to  time  under  this  Section   3   shall
hereinafter be referred to as the "Base Salary."

     4.   Annual Bonus Compensation.  Executive shall be eligible to
receive  an  annual bonus ("Annual Bonus") with respect  to  each
calendar  year ending during the Employment Period.   The  Annual
Bonus  shall  be  determined by the Board of  Directors,  in  its
discretion.  Executive's Annual Bonus shall not be less than four
hundred thousand dollars ($400,000) for any calendar year  during
the  Employment  Period.   The Annual Bonus  is  earned  pro-rata
throughout  each year.  The Annual Bonus for each year  shall  be
payable in cash on or before March 1 of the following year.

     5.   Car   Allowance.  During Executive's Employment Period,
Executive will be entitled to receive an annual car allowance and
gasoline  charge privileges in accordance with the Company's  car
allowance policy.

     6.   Executive Benefits.  During the Employment Period, Executive
will  be  eligible to participate in the employee  and  executive
benefit plans and programs maintained by the Company from time to
time  in  which  executives of the Company at  Executive's  grade
level  are  eligible to participate, including  medical,  dental,
disability,  hospitalization,  life  insurance,  and   retirement
(i.e.,  401K,  pension and executive retirement plans),  deferred
compensation and savings plans, on the terms and subject  to  the
conditions set forth in such plans; as may be amended  from  time
to  time; provided, however, the benefits provided by the Company
will  not  be  amended  to  provide for any  benefits  which  are
materially  less than the current benefits provided to  Executive
at the Commencement Date.

     7.   Indemnification; Expenses; Paid Time Off.

          (a)  Indemnification.  Except to the extent, if any, prohibited
by  law,  the Company shall indemnify Executive against  expenses
(including  attorneys'  fees of counsel selected  by  Executive),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably   incurred  by  Executive  in  connection   with   any
threatened,  pending  or completed action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  to
which Executive was, is, or is threatened to be, made a party  by
reason of facts which include Executive's being or having

<PAGE> 2

been an employee,  officer,  director or agent  of the Company or
any Affiliates.  Except to the extent, if any, prohibited by law,
the  Company  shall  pay expenses  (including  attorneys' fees of
counsel selected by Executive) actually and  reasonably  incurred
by Executive in defending any such action, suit or proceeding  in
advance  of  the  final  disposition  of  such  action,  suit  or
proceeding upon receipt of an undertaking by Executive  to  repay
such amounts so paid on Executive's behalf if it shall ultimately
be determined that Executive is not entitled to be indemnified by
the   Company  for  such  expenses  under  applicable  law.   The
provisions of this Section 7(a) shall (i) survive termination  of
this  Agreement; and (ii) not be deemed exclusive  of  any  other
indemnification  or  expense rights to  which  Executive  may  be
entitled.

          (b)  Business Expenses.  During the Employment Period, the
Company will reimburse Executive for all reasonable and necessary
business-related expenses incurred by Executive at the request of
and  on  behalf  of the Company in accordance with The  Company's
normal expense reimbursement policies.

          (c)  Paid Time Off.  During the Employment Period, Executive
shall  be  entitled  to paid time off on an annualized  basis  in
accordance  with  the Company's paid time off policy.   Executive
shall also be entitled to Company-designated holidays.

     8.   Termination of Employment.

          (a)  Termination Due to Death or Disability.  Executive's
employment  shall automatically terminate upon Executive's  death
and   may  be  terminated  by  the  Company  due  to  Executive's
Disability  (as defined below in this subsection  (a)).   In  the
event  that  Executive's  employment is  terminated  due  to  his
Disability or death, no termination benefits shall be payable  to
or    in   respect   of   Executive   except   as   provided   in
Section  8(f)(ii).  For purposes of this Agreement,  "Disability"
means  a  physical  or mental disability that prevents  or  would
prevent the performance by Executive of his duties hereunder  for
a  continuous  period of six months or longer.  The determination
of   Executive's  Disability  will  be  made  by  an  independent
physician agreed to by the parties.  If the parties are unable to
agree within ten (10) days after a request for designation  by  a
party,  then  the Company and the Executive shall each  select  a
physician,  and  the two (2) physicians selected shall  select  a
third physician.  The three (3) physicians so selected shall make
a  determination of the Executive's Disability, as determined  by
at  least  two  (2) of the three (3) physicians  selected.   Such
determination  shall be final and binding on the parties  hereto,
and shall be based on such competent medical evidence as shall be
presented  to such physicians by Executive and/or the Company  or
by  any  physician  or  group of physicians  or  other  competent
medical  experts  employed by Executive  and/or  the  Company  to
advise such physicians.

          (b)  Termination by the Company for Cause.  Executive's
employment may be terminated by the Company for Cause (as defined
below in this subsection (b)).  In the event of a termination  of
Executive's employment by the Company for Cause, Executive  shall
be paid the termination benefits as provided in Section 8(f)(ii).
For  purposes  of this Agreement, "Cause" means  (i)  a  material
breach  by Executive of any provision of this Agreement;  (ii)  a
material  violation  by Executive of any Policy  (as  defined  in
Section  14),  resulting  in  material  injury  to  the  Company;
(iii) Executive's willful misconduct or gross negligence that has
caused or is reasonably expected to result in material injury  to
the  business, reputation or prospects of the

<PAGE> 3

Company or  any  of its Affiliates; (iv)   Executive's   material
fraud   or   misappropriation  of funds; or (v) the commission by
Executive  of a   felony involving moral turpitude; provided that
no   termination   under  clauses  (i) or (ii) shall be effective
unless Company shall have given  Executive notice of the event or
events constituting Cause and Executive shall have failed to cure
such  event  or events  within   thirty  (30) business days after
receipt  of  such notice.

          (c)  Termination Without Cause.  Executive's employment may be
terminated by the Company Without Cause (as defined below in this
subsection  (c)) at any time.  In the event of a  termination  of
Executive's  employment  by  the  Company  Without   Cause,   the
Executive  shall be paid the termination benefits as provided  in
Section  8(f)(i).  For purposes of this Agreement, a  termination
"Without   Cause"  shall  mean  a  termination   of   Executive's
employment by the Company other than due to Executive's death  or
Disability as described in Section 8(a) and other than for  Cause
as described in Section 8(b).

          (d)  Termination by Executive.  Executive may resign from his
employment for any reason, including for Good Reason (as  defined
below in this subsection (d)).  In the event of a termination  of
Executive's employment by Executive's resignation other than  for
Good  Reason, no termination benefits shall be payable to  or  in
respect  of Executive except as provided in Section 8(f)(ii)  and
in  the  event  of  a  termination of Executive's  employment  by
Executive  for  Good  Reason, no termination  benefits  shall  be
payable  to  or  in respect of Executive except  as  provided  in
Section  8(f)(i).  For purposes of this Agreement, a  termination
of  employment  by  Executive  for "Good  Reason"  shall  mean  a
resignation  by  Executive from his employment with  the  Company
within  one  hundred eighty (180) days following the  occurrence,
without  Executive's  consent, of any of  the  following  events:
(i)  a material diminution in the Executive's position, authority
or  responsibilities;  (ii)  any involuntary  relocation  of  the
location  where  Executive primarily performs  his  services;  or
(iii)  any  other material breach by the Company of any  material
provision  of  this Agreement; provided that the Executive  shall
have given the Company notice of the event or events constituting
Good  Reason and the Company shall have failed to cure such event
or  events  (to the extent capable of being cured) within  thirty
(30) business days after receipt of such notice.

          (e)  Notice of Termination; Date of Termination.

               (i)  Notice of Termination.  Any termination of Executive's
     employment by the Company or by Executive (other than as a result
     of Executive's death) shall be communicated by a written Notice
     of Termination addressed to the other party to this Agreement.  A
     "Notice  of  Termination" shall mean a notice  stating  that
     Executive or the Company, as the case may be, is electing to
     terminate Executive's employment with the Company (and thereby
     terminating  the  Employment Period), stating  the  proposed
     effective date of such termination, indicating the  specific
     provision of this Section 8 under which such termination is being
     effected and, if applicable, setting forth in reasonable detail
     the  circumstances  claimed to provide the  basis  for  such
     termination.  Any Notice of Termination given by an Executive
     must specify an effective date of termination which is at least
     thirty (30) days after the giving of the Notice of Termination.

<PAGE> 4

               (ii) Date of Termination.  The term "Date of Termination" shall
     mean (i) if Executive's employment is terminated by his death,
     the date of his death; and (ii) if Executive's employment is
     terminated  for  any  other reason, the  effective  date  of
     termination  specified in such Notice of  Termination.   The
     Employment Period shall expire on the Date of Termination.

          (f)  Payments Upon Certain Terminations.

               (i)  In the event of a termination of Executive's employment by
     the Company Without Cause or by Executive's resignation from
     employment for Good Reason during the Employment Period, the
     Company shall pay to Executive (or, following his death,  to
     Executive's estate), within thirty (30) days of the Date  of
     Termination, (x) his Base Salary through the Date of Termination,
     to the extent not previously paid; (y) the pro-rata amount of the
     Annual Bonus (based on the amount paid for the previous year)
     which  is  accrued  through  the date  of  termination;  and
     (z) reimbursement for any unreimbursed business expenses incurred
     by Executive prior to the Date of Termination that are subject to
     reimbursement pursuant to the terms hereof, and payment for paid
     time off accrued as of the Date of Termination but unused (such
     amounts under clauses (x), (y) and (z), collectively the "Accrued
     Obligations").  In addition, in the event of any such termination
     of Executive's employment, if Executive executes and delivers to
     the Company a Release and Discharge of All Claims substantially
     in the form approved by the Company, Executive (or, following his
     death, Executive's estate) shall be entitled to the following
     payments and benefits:

                    (A)  the Executive's Base Salary (at the Base Salary being
          paid on the Date of Termination), for the longer of: (x) the
          remaining Employment Period or (y) one (1) year (the "Severance
          Period"), payable in installments in accordance with the Company's
          regular payroll policies for one year after the Date of Termination,
          with the balance, if any, being paid pursuant to a lump sum payment
          on the one year anniversary date of the Date of Termination; and

                    (B)  the Executive's Annual Bonus (at the amount of the
          Annual Bonus paid to the Executive for the year prior to the Date of
          Termination) which would have been paid to the Executive had
          Executive's employment continued for the Severance Period, duly
          apportioned for any partial year, such amount to be payable to
          Executive on the one year anniversary date of the Date of
          Termination; and

                    (C)  the Executive shall receive "Years of Service" credit
          for the number of years comprising the Severance Period for purposes
          of accruing the Executive's benefit under the Company's Executive
          Retirement Plan and the Final Average Earnings thereunder for the
          Severance Period shall be determined based on the Base Salary
          being paid on the Date of Termination and the Annual Bonus paid
          to the Executive for the year prior to the Date of Termination;

<PAGE> 5

                    (D)  the Executive shall automatically vest in all employee
          welfare  and  benefit plans in which the Executive  was
          participating as of the Date of Termination and such benefits
          shall be paid to Executive in accordance with the terms of such
          plans; and

                    (E)  the Company shall provide outplacement services to
          Executive for up to ninety (90) days.

          Executive  shall not have a duty to mitigate the  costs
to the Company under this Section 8(f)(i), nor shall any payments
from  the  Company to Executive hereunder be reduced,  offset  or
canceled  by any compensation or fees earned by (whether  or  not
paid  currently) or offered to Executive during the remainder  of
the  fiscal  year  of  the  Company that  includes  the  Date  of
Termination by a subsequent employer or other Person (as  defined
below  in  Section  18(k)  below) for  which  Executive  performs
services, including, but not limited to, consulting services.

               (ii) If Executive's employment shall terminate upon his death or
     if the Company shall terminate Executive's employment for Cause
     or due to Executive's Disability or Executive shall resign from
     his employment without Good Reason, in any such case during the
     Employment Period, the Company shall pay to Executive (or, in the
     event  of  Executive's  death, to his  estate)  the  Accrued
     Obligations  within thirty (30) days following the  Date  of
     Termination.

               (iii)     Except as specifically set forth in this Section 8(f),
     no termination benefits shall be payable to or in respect of
     Executive's employment with the Company or its Affiliates.

               (iv) The Company shall have the right to apply and set off
     against the Accrued Obligations or any other amounts owing to
     Executive hereunder, any amounts owing by the Executive to the
     Company, whether pursuant to this Agreement or otherwise.

          (g)  Resignation upon Termination.  Effective as of any Date of
Termination under this Section 8 or otherwise as of the  date  of
Executive's termination of employment with the Company, Executive
shall  resign, in writing, from all Board memberships  and  other
positions  then  held by him, or to which he has been  appointed,
designated or nominated, with the Company and its Affiliates.

     9.   Confidentiality.

          (a)  Executive acknowledges and agrees that the terms of this
Agreement,  including all addendums and attachments  hereto,  are
confidential.   Executive agrees not to disclose any  information
contained  in  this Agreement, or the fact of this Agreement,  to
anyone,  other than to Executive's lawyer, financial  advisor  or
immediate family members.  If Executive discloses any information
contained  in this Agreement to his lawyer, financial advisor  or
immediate family members as permitted herein, Executive agrees to
immediately tell each such

<PAGE> 6

individual  that he or she  must  abide  by  the  confidentiality
restrictions   contained   herein  and    keep   such information
confidential as well.

          (b)  Executive agrees that during his employment with the Company
and  thereafter,  Executive  will  not,  directly  or  indirectly
(i)  disclose  any Confidential Information to any Person  (other
than,  only with respect to the period that Executive is employed
by  the Company, to an Executive of the Company who requires such
information  to  perform his or her duties for the  Company);  or
(ii) use any Confidential Information for Executive's own benefit
or  the  benefit of any third party.  "Confidential  Information"
means   confidential,   proprietary  or  commercially   sensitive
information  relating to (i) the Company or  its  Affiliates,  or
members  of their management or boards; or (ii) any third parties
who  do  business  with the Company or its Affiliates,  including
customers  and  suppliers.   Confidential  Information  includes,
without  limitation, marketing plans, business  plans,  financial
information    and   records,   operation   methods,    personnel
information,  drawings,  designs, information  regarding  product
development,  other  commercial or business information  and  any
other  information  not available to the public  generally.   The
foregoing   obligation  shall  not  apply  to  any   Confidential
Information that has been previously disclosed to the  public  or
is  in  the  public domain (other than by reason of a  breach  of
Executive's  obligations  to hold such  Confidential  Information
confidential).  If Executive is required or requested by a  court
or  governmental  agency  to  disclose Confidential  Information,
Executive  must  notify the General Counsel  of  the  Company  in
writing  of  such disclosure obligation or request no later  than
three business days after Executive learns of such obligation  or
request, and permit the Company to take all lawful steps it deems
appropriate to prevent or limit the required disclosure.

     10.  Partial Restraint on Post-termination Competition.

          (a)  Definitions.  For the purposes of this Section 10, the
following definitions shall apply:

               "Competitor"   means  any  business,   individual,
partnership,  joint  venture, association, firm,  corporation  or
other entity, other than the Company and its affiliates, that  is
engaging  or  actively planning to engage, wholly or  partly,  in
activities  ("Competitive Activities") that directly  compete  or
would  compete with the Company or its affiliates in the  Company
Activities   (as  hereinafter  defined)  in  the  Territory   (as
hereinafter defined).

               "Competitive  Position" means (i)  the  direct  or
indirect  ownership  or  control of  all  or  any  portion  of  a
Competitor;  or  (ii)  any employment or  independent  contractor
arrangement with any Competitor whereby Executive will serve such
Competitor  in  any  managerial, sales, executive  or  consultant
capacity with respect to Competitive Activities in the Territory.

               "The  Company Activities" means the businesses  of
animal production and processing, meat processing (including  any
further  processed  meats)  and fast  food  restaurants  and  any
business   acquired  or  commenced  by  the  Company  after   the
Commencement Date which has sales in excess of $100 million.

<PAGE> 7

               "Non-compete Period" or "Non-solicitation  Period"
means  the period beginning with the Commencement Date and ending
on:  (x) the two year anniversary date of the Date of Termination
with  respect  to any termination of employment by the  Executive
pursuant  to Section 8(d) above by Executive's resignation  other
than for Good Reason; or (y) the one (1) year anniversary date of
the Date of Termination with respect to any other termination  of
employment hereunder.

               "Territory"  means  the entire  United  States  of
America,  which  Executive  acknowledges  and  agrees   are   the
geographic  areas  in which the Company engages  in  the  Company
Activities.

          (b)  Non-competition.

               (i)  The parties hereto acknowledge that Executive, by virtue of
     his  position with and responsibilities to the  Company,  is
     engaging and is expected to continue to engage during the Term in
     the Company Activities throughout the Territory and has executive
     management  responsibilities with  respect  to  the  Company
     responsibilities  which  extend  throughout  the  Territory.
     Executive acknowledges that to protect adequately the interest of
     the Company in the business of the Company it is essential that
     any  non-compete covenant with respect thereto cover all the
     Company Activities and the entire Territory.

               (ii) Executive hereby agrees that, during the Non-compete
     Period, Executive will not, either directly or indirectly, alone or in
     conjunction  with any other party, accept or  enter  into  a
     Competitive  Position.  Executive shall notify  the  Company
     promptly  in  writing if Executive receives an  offer  of  a
     Competitive Position during the Non-compete Period, and such
     notice shall describe all material terms of such offer.

          Nothing  contained  in this Section 10  shall  prohibit
Executive from (i) acquiring not more than five percent  (5%)  of
any  company whose common stock is publicly traded on a  national
securities  exchange  or  in  the  over-the-counter  market;   or
(ii)  owning  less than a controlling interest in any  fast  food
restaurant  or  restaurants,  so  long  as  Executive  does   not
participate  in the management of the operation in  manner  which
materially  detracts from his ability to perform his  obligations
hereunder.

          (c)  Severability.  If a judicial or arbitral determination is
made that any of the provisions of this Section 10 constitutes an
unreasonable  or  otherwise  unenforceable  restriction   against
Executive  the  provisions of this Section 10 shall  be  rendered
void   only  to  the  extent  that  such  judicial  or   arbitral
determination  finds  such  provisions  to  be  unreasonable   or
otherwise  unenforceable  with respect  to  Executive.   In  this
regard,  Executive  hereby agrees that any judicial  or  arbitral
authority  construing this Agreement shall sever  or  reform  any
portion of the Territory, any prohibited business activity or any
time  period  from the coverage of this Agreement  to  allow  the
covenants in this Section 10 to be enforced to the maximum extent
authorized by law, and shall then enforce the covenants  in  this
Section 10 as so severed or reformed.

<PAGE> 8

          (d)  Reasonable Restrictions.  Executive acknowledges that the
restrictions  and  covenants  contained  in  this  Agreement  are
reasonably  necessary  to  protect the  goodwill  and  legitimate
business  interests of the Company, are not overbroad,  overlong,
or unfair (including in duration and scope), and will not curtail
Executive's   ability  to  earn  a  livelihood  upon  Executive's
termination of employment with the Company.

     11.  Non-Solicitation of Employees and Customers.  During the
period of Executive's employment with the Company and for the one-
year   period   following  the  termination  of  his  employment,
Executive  shall  not,  directly or  indirectly,  by  himself  or
through any third party, whether on Executive's own behalf or  on
behalf of any other Person or entity, (i) solicit or endeavor  to
solicit,  employ or retain; (ii) interfere with the  relationship
of the Company or any of its Affiliates with; or (iii) attempt to
establish a business relationship with (A) any natural person who
is  or  was  (during Executive's employment with the Company)  an
employee  or engaged by the Company or any Affiliate  to  provide
services to it, or (B) any customer of the Company or any of  its
Affiliates who was a customer at any time during which  Executive
was an employee of the Company.

     12.  Work Product.  Executive agrees that all of Executive's work
product (created solely or jointly with others, and including any
intellectual  property  or moral rights in  such  work  product),
given,  disclosed, created, developed or prepared  in  connection
with  Executive's  employment with the Company,  whether  ensuing
during  or  after Executive's employment with the Company  ("Work
Product") shall exclusively vest in and be the sole and exclusive
property of the Company and shall constitute "work made for hire"
(as  that term is defined under Section 101 of the U.S. Copyright
Act, 17 U.S.C. section 101) with the Company being the person for
whom the  work was prepared.  In the event  that  any  such  Work
Product is deemed not to be a "work  made  for  hire" or does not
vest   by  operation  of  law  in  the  Company, Executive hereby
irrevocably  assigns,  transfers  and  conveys  to  the  Company,
exclusively and perpetually, all right, title and interest  which
Executive  may have or  acquire  in  and  to  such  Work  Product
throughout the world, including without limitation any copyrights
and  patents,  and  the  right to secure registrations, renewals,
reissues, and extensions thereof.  The Company and its Affiliates
or their designees shall have  the  exclusive  right to make full
and complete use  of,  and  make  changes  to  all  Work  Product
without  restrictions   or liabilities of any kind, and Executive
shall not have  the  right  to use any such materials, other than
within  the   legitimate  scope  and   purpose   of   Executive's
employment   with   the    Company.  Executive   shall   promptly
disclose to the Company the creation  or existence  of  any  Work
Product and shall take whatever additional lawful  action may  be
necessary, and sign whatever documents  the Company  may require,
in order to secure and vest in the  Company or  its designee  all
right, title and interest in  and  to all  Work Product  and  any
intellectual property rights therein  (including full cooperation
in  support of any Company applications for patents and copyright
or trademark registrations).

     13.  Return of Company Property.  In the event of termination of
Executive's employment for any reason, Executive shall return  to
the   Company  all  of  the  property  of  the  Company  and  its
Affiliates,   including  without  limitation  all  materials   or
documents  containing or pertaining to Confidential  Information,
and  including without limitation, any company car, all computers
(including  laptops),  cell  phones,  keys,  PDAs,  Blackberries,
credit  cards,  facsimile machines, card access  to  any  Company
building,  customer  lists, computer disks,  reports,  files,  e-

<PAGE> 9

mails,  work papers, Work Product, documents, memoranda,  records
and  software,  computer access codes or disks and  instructional
manuals,  internal  policies,  and  other  similar  materials  or
documents  which  Executive used, received  or  prepared,  helped
prepare  or  supervised  the preparation of  in  connection  with
Executive's employment with the Company.  Executive agrees not to
retain any copies, duplicates, reproductions or excerpts of  such
material or documents.

     14.  Compliance  With Company Policies.  During  Executive's
employment with the Company, Executive shall be governed  by  and
be  subject to, and Executive hereby agrees to comply  with,  all
Company  policies  applicable  to  employees  generally   or   to
employees   at   Executive's  grade  level,   including   without
limitation, the Company's Code of Business Ethics and Conduct, in
each  case, as any such policies may be amended from time to time
in the Company's sole discretion (collectively, the "Policies").

     15.  Injunctive Relief with Respect to Covenants; Forum, Venue
and  Jurisdiction.   Executive acknowledges  and  agrees  that  a
breach by Executive of any of Section 9, 10, 11, 12, 13 or 14  is
a  material breach of this Agreement and that remedies at law may
be  inadequate to protect the Company and its Affiliates  in  the
event  of such breach, and, without prejudice to any other rights
and remedies otherwise available to the Company, Executive agrees
to  the  granting of injunctive relief in the Company's favor  in
connection  with  any such breach or violation without  proof  of
irreparable harm, plus attorneys' fees and costs to enforce these
provisions.  Executive further acknowledges and agrees  that  the
Company's  obligations  to pay Executive any  amount  or  provide
Executive  with  any benefit or right pursuant to  Section  8  is
subject  to  Executive's compliance with Executive's  obligations
under Sections 9 through 14 inclusive, and that in the event of a
breach  by Executive of any of Section 9, 10, 11, 12, 13  or  14,
the  Company  shall  immediately cease paying such  benefits  and
Executive shall be obligated to immediately repay to the  Company
all amounts theretofore paid to Executive pursuant to Section  8.
In  addition, if not repaid, the Company shall have the right  to
set  off  from any amounts otherwise due to Executive any amounts
previously paid pursuant to Section 8(f) (other than the  Accrued
Obligations).   Executive further agrees that  the  foregoing  is
appropriate for any such breach inasmuch as actual damages cannot
be  readily  calculated, the amount is fair and reasonable  under
the  circumstances, and the Company would suffer irreparable harm
if  any  of  these  Sections  were breached.   All  disputes  not
relating  to any request or application for injunctive relief  in
accordance  with this Section 15 shall be resolved by arbitration
in accordance with Section 18(b).

     16.  Assumption of Agreement.  The Company shall require any
Successor  thereto, by agreement in form and substance reasonably
satisfactory  to  Executive, to expressly  assume  and  agree  to
perform this Agreement in the same manner and to the same  extent
that  the  Company would be required to perform  it  if  no  such
succession  had  taken place.  Failure of the Company  to  obtain
such  agreement prior to the effectiveness of any such succession
shall  be  a breach of this Agreement and shall entitle Executive
to  compensation from the Company in the same amount and  on  the
same  terms  as  Executive  would be entitled  hereunder  if  the
Company  had terminated Executive's employment Without  Cause  as
described  in Section 8, except that for purposes of implementing
the  foregoing,  the  date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

<PAGE> 10

     17.  Entire Agreement.  This Agreement constitutes the entire
agreement  among the parties hereto with respect to  the  subject
matter   hereof.    All   prior  correspondence   and   proposals
(including, but not limited to, summaries of proposed terms)  and
all prior promises, representations, understandings, arrangements
and  agreements relating to such subject matter are merged herein
and superseded hereby.

     18.  Miscellaneous.

          (a)  Binding Effect; Assignment.  This Agreement shall be binding
on and inure to the benefit of the Company and its Successors and
permitted assigns.  This Agreement shall also be binding  on  and
inure  to  the  benefit  of Executive and his  heirs,  executors,
administrators  and legal representatives.  This Agreement  shall
not  be  assignable by any party hereto without the prior written
consent of the other parties hereto.  The Company may effect such
an  assignment  without prior written approval of Executive  upon
the  transfer of all or substantially all of its business  and/or
assets  (by whatever means), provided that the Successor  to  the
Company  shall  expressly  assume  and  agree  to  perform   this
Agreement in accordance with the provisions of Section 16.

          (b)  Arbitration.  The Company and Executive agree that any
dispute  or controversy arising under or in connection with  this
Agreement  shall  be  resolved by final and  binding  arbitration
before   the  American  Arbitration  Association  ("AAA").    The
arbitration shall be conducted in accordance with AAA's  National
Rules for the Resolution of Employment Disputes then in effect at
the  time of the arbitration.  The arbitration shall be  held  in
the  general Kansas City, Kansas metropolitan area.  The  dispute
shall  be heard and determined by one arbitrator selected from  a
list  of arbitrators who are members of AAA's Regional Employment
Dispute  Resolution roster.  If the parties cannot agree  upon  a
mutually  acceptable arbitrator from the list, each  party  shall
number  the names in order of preference and return the  list  to
AAA  within ten (10) days from the date of the list.  A party may
strike  a name from the list only for good cause.  The arbitrator
receiving  the highest ranking by the parties shall be  selected.
Depositions, if permitted by the arbitrator, shall be limited  to
a maximum of two (2) per party and to a maximum of four (4) hours
in  duration.   The arbitration shall not impair  either  party's
right  to  request  injunctive  or  other  equitable  relief   in
accordance with Section 15 of this Agreement.

          (c)  Governing Law.  This Agreement shall be governed by and
construed  in  accordance with the laws of the  State  of  Kansas
without reference to principles of conflicts of laws.

          (d)  Taxes.  The Company may withhold from any payments made
under  this  Agreement all applicable taxes, including,  but  not
limited  to,  income, employment and social insurance  taxes,  as
shall be required by law.

          (e)  Amendments.  No provision of this Agreement may be modified,
waived   or  discharged  unless  such  modification,  waiver   or
discharge is approved by the Company and is agreed to in  writing
by  Executive.  No waiver by any party hereto at any time of  any
breach  by  any  other party hereto of, or compliance  with,  any
condition or provision of this Agreement to be

<PAGE> 11

performed by such other party shall be deemed a waiver of similar
or  dissimilar  provisions  or  conditions  at  the  same  or  at
any prior or subsequent time.  No waiver of any provision of this
Agreement  shall be implied from any course of dealing between or
among  the parties hereto or from any failure by any party hereto
to  assert   its   rights  hereunder on any occasion or series of
occasions.

          (f)  Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid,  illegal
or  unenforceable  in  any respect, the  validity,  legality  and
enforceability of the remaining provisions contained herein shall
not be affected thereby.

          (g)  Notices.  Any notice or other communication required or
permitted  to be delivered under this Agreement shall be  (i)  in
writing;  (ii)  delivered personally, by courier  service  or  by
certified  or  registered mail, first-class postage  prepaid  and
return  receipt requested; (iii) deemed to have been received  on
the  date  of  delivery or, if mailed, on the third business  day
after  the mailing thereof; and (iv) addressed as follows (or  to
such  other  address  as  the  party  entitled  to  notice  shall
hereafter designate in accordance with the terms hereof):

               (i)  If to the Company, to it at:

                    Seaboard Corporation
                    9000 West 67th Street
                    Shawnee Mission, Kansas  66202
                    Attention:     General Counsel
                    Telephone:     (913) 676-8925
                    Facsimile:     (913) 676-8978

               (ii) if to Executive, to his residential address as currently on
     file with the Company.

          (h)  Voluntary Agreement; No Conflicts.  Executive represents
that  he  is  entering into this Agreement voluntarily  and  that
Executive's  employment hereunder and compliance with  the  terms
and conditions of this Agreement will not conflict with or result
in  the  breach by Executive of any agreement to which  he  is  a
party or by which he or his properties or assets may be bound.

          (i)  Counterparts/Facsimile.  This Agreement may be executed in
counterparts  (including by facsimile), each of  which  shall  be
deemed an original and all of which together shall constitute one
and the same instrument.

          (j)  Headings.  The section and other headings contained in this
Agreement are for the convenience of the parties only and are not
intended  to  be  a  part  hereof or to  affect  the  meaning  or
interpretation hereof.

<PAGE> 12

          (k)  Certain other Definitions.

               "Affiliate" with respect to any Person, means  any
other  Person that, directly or indirectly through  one  or  more
intermediaries,  Controls, is Controlled by, or is  under  common
Control with the first Person, including, but not limited  to,  a
Subsidiary of any such Person.

               "Control"  (including, with correlative  meanings,
the  terms  "Controlling,"  "Controlled  by"  and  "under  common
Control  with"):   with  respect to any Person,  shall  mean  the
possession,  directly or indirectly, of the power  to  direct  or
cause  the  direction  of the management  and  policies  of  such
Person,  whether through the ownership of voting  securities,  by
contract or otherwise.

               "Person"  any  natural person, firm,  partnership,
limited  liability  company, association,  corporation,  company,
trust, business trust, governmental authority or other entity.

               "Subsidiary"   with respect to  any  Person,  each
corporation  or  other Person in which the first Person  owns  or
Controls,  directly  or  indirectly,  capital  stock   or   other
ownership interests representing fifty percent (50%) or  more  of
the  combined  voting power of the outstanding  voting  stock  or
other ownership interests of such corporation or other Person.

               "Successor"  of  a  Person  means  a  Person  that
succeeds to the first Person's assets and liabilities by  merger,
liquidation, dissolution or otherwise by operation of law,  or  a
Person  to  which  all  or substantially all  the  assets  and/or
business of the first Person are transferred.

                     SIGNATURE PAGE FOLLOWS

<PAGE> 13

     IN  WITNESS  WHEREOF,  the Company has  duly  executed  this
Agreement  by  its authorized representatives, and Executive  has
hereunto  set  his hand, in each case effective as  of  the  date
first above written.

THIS  AGREEMENT  CONTAINS A PROVISION REQUIRING THAT  ARBITRATION
PURSUANT  TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL  RULES
FOR  THE RESILUTION OF EMPLOYMENT DISPUTES IS THE EXCLUSIVE MEANS
FOR  RESOLVING ANY DISPUTE BETWEEN THE PARTIES HERETO AS TO  THIS
AGREEMENT.

                                   SEABOARD FARMS, INC.



                                   By:  /s/ Robert L. Steer
                                        Robert L. Steer
                                        Vice President

                                   Executive:



                                   By:  /s/ Rodney K. Brenneman
                                        Rodney K. Brenneman

<PAGE> 14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>ex31-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHEIF 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: August 11, 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>7
<FILENAME>ex31-2.txt
<DESCRIPTION>CERTIFICAITON OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
<TEXT>

                                                          Exhibit 31.2

                            CERTIFICATIONS

I, Robert L. Steer, certify that:

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

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

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

  4. The    registrant's  other  certifying  officer(s)  and   I   are
  responsible  for  establishing and maintaining  disclosure  controls
  and  procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
  15(e)) 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: August 11, 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>8
<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  July 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:  August 11, 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>9
<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  July 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:  August 11, 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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