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<SEC-DOCUMENT>0000088121-06-000002.txt : 20060307
<SEC-HEADER>0000088121-06-000002.hdr.sgml : 20060307
<ACCEPTANCE-DATETIME>20060306173854
ACCESSION NUMBER:		0000088121-06-000002
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		13
CONFORMED PERIOD OF REPORT:	20051231
FILED AS OF DATE:		20060307
DATE AS OF CHANGE:		20060306

FILER:

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

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		06668231

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

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

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

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


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

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

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

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

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

                               None
                        (Title of class)

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [   ]  No [ X ]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [   ]  No [ X ]

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer.  See definition of "accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [   ]   Accelerated filer [ X ]

                 Non-accelerated filer [   ]

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

The  aggregate  market value of the 354,385  shares  of  Seaboard
voting    stock   held   by   nonaffiliates   was   approximately
$582,963,325, based on the closing price of $1,645.00  per  share
on July 1, 2005, the end of Seaboard's second fiscal quarter.  As
of  February  17,  2006,  the number of shares  of  common  stock
outstanding was 1,261,367.24.

               DOCUMENTS INCORPORATED BY REFERENCE

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

Part  II, a part of item 5, and Part III, a part of item  10  and
items  11,  12  and 13 are incorporated herein  by  reference  to
Seaboard  Corporation's definitive proxy statement filed pursuant
to Regulation 14A for the 2006 annual meeting of stockholders.

<PAGE>

Forward-Looking Statements

This  report,  including information included or incorporated  by
reference   in  this  report,  contains  certain  forward-looking
statements  with respect to the financial condition,  results  of
operations, plans, objectives, future performance and business of
Seaboard  Corporation and its subsidiaries (Seaboard).   Forward-
looking statements generally may be identified as:

    statements that are not historical in nature, and

    statements  preceded  by, followed by  or  that  include  the
    words   "believes,"  "expects,"  "may,"  "will,"   "should,"
    "could,"  "anticipates," "estimates," "intends"  or  similar
    expressions

In  more  specific  terms, forward-looking  statements,  include,
without limitation:

    statements  concerning  projection  of  revenues,  income  or
    loss,  capital  expenditures,  capital  structure  or  other
    financial items,

    statements  regarding the plans and objectives of  management
    for future operations,

    statements of future economic performance,

    statements   regarding   the  intent,   belief   or   current
    expectations of Seaboard and its management with respect to:

    (i)    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,
           sugar and other products,

    (iv)   the  sales price or market conditions  for  other
           products and services,

    (v)    the ability of trading and milling to  successfully
           compete in the markets it serves and the volume of
           business and working capital requirements associated
           with the competitive trading environment,

    (vi)   the charter hire rates and fuel prices for vessels,

    (vii)  the  demand for power, related spot market prices
           and  collectibility  of receivables  in  the  Dominican
           Republic,

    (viii) the  effect of the fluctuation in exchange  rates
           for the Dominican Republic peso,

    (ix)   the 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)   statements  concerning profitability  of  any  of
           Seaboard's segments,

    (xii)  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,

    (xiii) the impact of the 2005 Daily's acquisition in enhancing
           Seaboard's ability to venture into further processed pork
           products, or

    (xiv)  the timetable for the Triumph Foods pork processing
           plant to reach full double shift operating capacity.

    (xv)   the ability of Seaboard to successfully market the
           increased volume of pork produced by Triumph Foods, or

    (xvi)  other trends affecting Seaboard's financial condition
           or results of operations, and statements of the
           assumptions underlying or relating to any of the
           foregoing statements.

Forward-looking   statements  are  not   guarantees   of   future
performance  or  results.  They involve risks, uncertainties  and
assumptions.   Actual  results may differ materially  from  those
contemplated by the forward-looking statements due to  a  variety
of  factors.  The information contained in this Form 10-K and  in
other  filings  Seaboard  makes with  the  Commission,  including
without  limitation,  the information under  the  headings  "Risk
Factors"  and  "Management's Discussion and Analysis of Financial
Condition   and  Results  of  Operations"  in  this  Form   10-K,
identifies important factors which could cause such differences.

<PAGE> 2

                             PART I

Item 1.  Business

(a)  General Development of Business

Seaboard  Corporation,  a  Delaware  corporation,  the  successor
corporation  to  a  company  first  incorporated  in  1928,   and
subsidiaries    (Seaboard)   is   a   diversified   international
agribusiness  and  transportation  company  which  is   primarily
engaged domestically in pork production and processing, and cargo
shipping.   Overseas, Seaboard is primarily engaged in  commodity
merchandising,  flour  and feed milling,  sugar  production,  and
electric  power  generation.  See Item 1(c) (1) (ii)  "Status  of
Product  or  Segment" below for a discussion of  developments  in
specific segments.

Seaboard  Flour LLC, a Delaware limited liability  company,  owns
approximately  70.9 percent of the outstanding  common  stock  of
Seaboard.   Mr.  H. Harry Bresky, President and  Chief  Executive
Officer  of  Seaboard, and other members of  the  Bresky  family,
including  trusts  created for their benefit,  own  approximately
99.5  percent  of the common units of Seaboard Flour  LLC.   Such
Bresky  family  members also own additional shares,  representing
approximately  2.4  percent of the outstanding  common  stock  of
Seaboard.

(b)  Financial Information about Industry Segments

The  information required by Item 1(b) of Form 10-K  relating  to
Industry Segments is incorporated herein by reference to Note  13
of  the  Consolidated Financial Statements appearing on pages  55
through   59  of  the  Seaboard  Corporation  Annual  Report   to
Stockholders  furnished to the Commission pursuant to  Rule  14a-
3(b) and attached as Exhibit 13 to this Report.

(c)  Narrative Description of Business

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

       (i)  Principal Products and Services

     Pork  Division  - Seaboard, through its subsidiary  Seaboard
     Foods  LP, previously Seaboard Farms, Inc., engages  in  the
     businesses  of  hog  production and pork processing  in  the
     United  States.  Through these operations, Seaboard produces
     and  sells fresh, frozen and further processed pork products
     to  further processors, foodservice outlets, grocery  stores
     and  other retail outlets, and other distributors throughout
     the  United States, and to Japan and other foreign  markets.
     Other  further processing companies also purchase Seaboard's
     fresh and frozen pork products in bulk and produce products,
     such  as lunchmeat, hams, bacon, and sausages.  Fresh  pork,
     such as loins, tenderloins and ribs are sold to distributors
     and  grocery stores.  Seaboard also sells further  processed
     pork  products  consisting primarily of raw  and  pre-cooked
     bacon  from  its  two Daily's bacon plants  acquired  during
     2005.   Seaboard sells some of its fresh products under  the
     brand name Prairie Freshr and began marketing its bacon  and
     other  further  processed products under the Daily'sr  brand
     name  acquired in 2005.  Seaboard's hog processing plant  is
     located  in  Guymon, Oklahoma, and operates at double  shift
     capacity.   Seaboard's  bacon plants acquired  from  Daily's
     during  2005  are  located  in  Salt  Lake  City,  Utah  and
     Missoula, Montana.

     Seaboard's hog production operations consist of the breeding
     and  raising  of approximately 3.6 million hogs annually  at
     facilities  primarily  owned  or  at  facilities  owned  and
     operated by third parties with whom it has grower contracts.
     The  hog production operations are located in the States  of
     Oklahoma, Kansas, Texas and Colorado.  As a part of the  hog
     production    operations,   Seaboard   produces    specially
     formulated  feed for the hogs at six owned feed mills.   The
     remaining hogs processed are purchased from third party  hog
     producers, primarily pursuant to purchase contracts.

     Commodity   Trading  and  Milling  Division   -   Seaboard's
     Commodity   Trading  and  Milling  Division,   through   its
     subsidiaries, Seaboard Overseas Limited located in  Bermuda,
     Seaboard  Overseas Trading and Shipping (PTY), Ltd.  located
     in  South Africa and Ecuador, internationally markets wheat,
     corn,  soybean meal and other commodities in bulk  to  third
     party customers and affiliated companies.  These commodities
     are  purchased  worldwide,  with  primary  destinations   to
     Africa,  South  America,  the  Caribbean,  and  the  Eastern
     Mediterranean.  The division expects to originate, transport
     and  market  approximately 2.5 million tons  of  grains  and
     proteins  on  an  annual basis.  This  estimate  takes  into
     consideration the sale of some components of its third party
     commodity  trading operations as discussed in  section  Item
     1(c)  (1)  (ii)  "Status of Product or  Segment".   Seaboard
     integrates  the  service of delivering  commodities  to  its
     customers through the use of chartered bulk vessels and  its
     eight owned bulk carriers.

<PAGE> 3

     This  division  also  operates  milling  businesses  in   12
     countries,  which  are  primarily supplied  by  the  trading
     locations  discussed above.  The grain processing businesses
     are   operated  through  five  consolidated  and  six   non-
     consolidated affiliates in Africa, the Caribbean  and  South
     America, with flour, feed and maize milling businesses which
     produce  over  1.5 million metric tons of finished  products
     per  year.   Most  of the products produced by  the  milling
     operations  are sold in the countries in which the  products
     are produced.

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

     Seaboard's  primary  marine  operations  located  in   Miami
     includes   a  135,000  square  foot  warehouse   for   cargo
     consolidation and temporary storage.  Seaboard  also  has  a
     70  acre  terminal located at the Port of  Miami.   Seaboard
     operates  a 62 acre cargo terminal facility at the  Port  of
     Houston  that includes over 690,000 square feet  of  on-dock
     warehouse  space  for temporary storage  of  bagged  grains,
     resins  and  other cargoes.  Seaboard also  makes  scheduled
     vessel   calls  in  Philadelphia,  Pennsylvania,  Fernandina
     Beach, Florida and New Orleans, Louisiana.  Seaboard's fleet
     consists  of  eight  owned  and approximately  27  chartered
     vessels,  thousands  of  dry, refrigerated  and  specialized
     containers  and related equipment.  Seaboard  also  provides
     cargo transportation service from its domestic ports of call
     to  and  from  multiple foreign destinations where  Seaboard
     does  not  make  vessel  calls  through  connecting  carrier
     agreements with third party regional and global carriers.

     Sugar   and   Citrus  Division  -  Seaboard,   through   its
     subsidiary,  Ingenio y Refineria San Martin del Tabacal  and
     other Argentine non-consolidated affiliates, is involved  in
     the production and refining of sugar cane and the production
     and  processing of citrus in Argentina.  This division  also
     purchases sugar and citrus in bulk from third parties within
     Argentina  for  subsequent resale.  The sugar  products  are
     primarily  sold  in Argentina, primarily to retailers,  soft
     drink  manufacturers,  and  food  manufacturers,  with  some
     exports to the United States, South America and Europe while
     the  citrus  products are primarily exported to  the  global
     market.  Seaboard grows a large portion of the sugar cane on
     approximately  50,000  acres of land  it  owns  in  northern
     Argentina.  The cane is processed at an owned mill,  with  a
     current processing capacity of approximately 200,000  metric
     tons  of  sugar  per year.  The sugar mill  is  one  of  the
     largest in Argentina.  Another approximately 3,000 acres  of
     land is planted with oranges.

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

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

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

     The information required by Item 1 of Form 10-K with respect
     to  the amount or percentage of total revenue contributed by
     any  class of similar products or services which account for
     10  percent  or more of consolidated

<PAGE> 4

     revenue in any  of  the last  three  fiscal  years  is   set
     forth  in  Note  13  of  Seaboard's  Consolidated  Financial
     Statements,  appearing  on  pages  55  through   59  of  the
     Seaboard's  Annual  Report  to  Stockholders,  furnished  to
     the  Commission  pursuant   to  rule  14a-3(b)  and attached
     as  Exhibit  13  to   this  report,   which  information  is
     incorporated herein by reference.

     (ii) Status of Product or Segment

     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.  This
     transaction  closed  on May 27, 2005.  Seaboard  intends  to
     continue  competing  in  many  of  the  markets  and  routes
     associated with the sale transaction.

     The  Pork  segment  is  currently  planning  to  expand  its
     processed  meats  capabilities by  constructing  a  separate
     further  processing plant, primarily for bacon  and  sausage
     processing.   Construction of this facility is  expected  to
     begin during 2006 and to be completed in 2007.  In addition,
     the Pork segment is pursuing the construction of a biodiesel
     processing  plant  to  utilize by-product  from  its  Guymon
     processing plant.  This plant will be completed in 2007.

     In July 2005, Seaboard completed the acquisition of Daily's,
     a bacon processor located in the western United States.  The
     acquisition  included  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 further processed pork products.

     In  early  2004, Seaboard entered into a marketing agreement
     with  Triumph Foods LLC (Triumph) to market all of the  pork
     products processed at Triumph's pork processing plant to  be
     constructed  in  St.  Joseph,  Missouri.   The  plant  began
     operations  in January 2006.  This plant will have  capacity
     similar  to  Seaboard's  Guymon,  Oklahoma  plant  with  the
     business based upon the same integrated model as Seaboard's.
     The Triumph plant is not expected to reach full double shift
     operating capacity until late 2007 or early 2008.

     Since  the last half of 2003, the power industry in  the  DR
     has  suffered from a cash flow imbalance that began when the
     government did not allow retail electricity rates charged by
     the distribution companies to increase sufficiently to cover
     the   significant   peso  devaluation   and   increases   in
     dollar-denominated fuel costs.  The government still has not
     fully  funded the cash shortfall accumulated at the  end  of
     2004   resulting   in   past   due   receivables   remaining
     outstanding.   During  2005,  Seaboard  experienced  a  more
     stable  payment performance resulting in management deciding
     to  produce at near full capacity.  In addition, Seaboard is
     pursuing  additional investment opportunities in  the  power
     industry.

     During  2005,  milling operations ceased at Seaboard's  non-
     controlled, non-consolidated affiliate in Angola.   Seaboard
     is  in  the  process of looking for a buyer of its  minority
     ownership in this affiliate.

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

     (iii)     Sources and Availability of Raw Materials

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

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

     Seaboard uses the registered trademark of Seaboard.

     The Pork Division uses registered trademarks relating to its
     products,  including  Seaboard Farms, Inc., Seaboard  Farms,
     Prairie  Fresh,  A  Taste  Like  No  Other,  Daily's,  Honey
     Cured  (as a part of a design), and  Peppered  Bacon  (as  a
     part  of  a  design).  Seaboard considers the use  of  these
     trademarks important to the marketing and promotion  of  its
     pork products.

<PAGE> 5

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

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

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

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

     (v)  Seasonal Business

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

     (vi) Practices Relating to Working Capital Items

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

     (vii)      Depending on a Single Customer or Few Customers

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

     Seaboard's  Produce  Division  sells  nearly  all   of   its
     processed jalapeno peppers to one customer under a  contract
     expiring  in  2008.   We do not believe  the  loss  of  this
     customer  would have a material adverse effect on Seaboard's
     consolidated  financial position or results  of  operations.
     No  other  division has sales to a few customers  which,  if
     lost,  would  have  a material adverse effect  on  any  such
     segment or on Seaboard taken as a whole.

     (viii) Backlog

     Backlog is not material to Seaboard businesses.

     (ix) Government Contracts

     No material portion of Seaboard business involves government
     contracts.

     (x)  Competitive Conditions

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

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

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

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

<PAGE> 6

     (xi) Research and Development Activities

     Seaboard   conducts  research  and  development   activities
     focused   on   various  aspects  of  Seaboard's   vertically
     integrated  pork  processing  system,  including   improving
     product  quality,  production  processes,  animal  genetics,
     nutrition and health.  Incremental costs incurred to perform
     these tests are expensed as incurred and are not material to
     operating results.

     (xii)     Environmental Compliance

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

     (xiii)    Number of Persons Employed by Registrant

     As   of   December   31,  2005,  Seaboard,  excluding   non-
     consolidated  foreign affiliates, had 10,357  employees,  of
     whom   5,796   were   employed   in   the   United   States.
     Approximately  2,100 employees in Seaboard's  Pork  Division
     were  covered  by  collective bargaining  agreements  as  of
     December   31,   2005.   Seaboard  considers  its   employee
     relations to be satisfactory.

(d)  Financial Information about Geographic Areas

The  financial  information required by Item 1(d)  of  Form  10-K
relating  to export sales is incorporated herein by reference  to
Note 13 of Seaboard's Consolidated Financial Statements appearing
on   pages   55  through  59  of  Seaboard's  Annual  Report   to
Stockholders  furnished to the Commission pursuant to  Rule  14a-
3(b) and attached as Exhibit 13 to this report.

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

(e)  Available Information

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

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

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

<PAGE> 7

Item 1A.  Risk Factors

Seaboard  is  identifying important risks and uncertainties  that
could  affect  the results of operations, financial condition  or
business  and  that  could cause them to differ  materially  from
Seaboard's historical results of operations, financial  condition
or  business, or those contemplated by forward-looking statements
made herein or elsewhere, by, or on behalf of, Seaboard.  Factors
that  could cause or contribute to such differences include,  but
are  not  limited  to, those factors described below.   The  risk
factors  highlighted below are not the only  ones  that  Seaboard
faces.

(a) General

  (1) Seaboard's Operations Are Subject To The General Risks Of
      The Food Industry.  The segments of the business that are in the
      food products manufacturing industry are subject to the risks
      posed by:

         food spoilage or food contamination;

         evolving consumer preferences and nutritional and health-
         related concerns;

         federal, state and local food processing controls;

         consumer product liability claims;

         product tampering;

         the possible unavailability and/or expense of liability
         insurance.

      If   one  or  more  of  these  risks  were  to  materialize,
      Seaboard's revenues could decrease, costs of doing  business
      could  increase, and Seaboard's operating results  could  be
      adversely affected.

  (2) Foreign Political And Economic Conditions Have A Significant
      Impact  On  Seaboard's  Business.   Seaboard  is  a  diverse
      agribusiness and transportation company with global operations in
      several industries.  Most of the sales and costs of Seaboard's
      segments are significantly influenced by worldwide fluctuations
      in commodity prices or changes in foreign political and economic
      conditions.  Accordingly, sales, operating income and cash flows
      can fluctuate significantly from year to year.  In addition,
      Seaboard's international activities pose risks not faced  by
      companies that limit themselves to United States markets. These
      risks include:

         changes in foreign currency exchange rates;

         foreign currency exchange controls;

         changes in a specific country's or region's political or
         economic conditions, particularly in emerging markets;

         hyperinflation;

         heightened customer credit risk

         tariffs, other trade protection measures and import or
         export licensing requirements;

         potentially negative consequences from changes in tax laws;
         and

         different legal and regulatory structures and unexpected
         changes in legal and regulatory requirements.

         negative perception within a foreign country of a United
         States company doing business in that foreign country

      Seaboard  cannot  assure you that it will be  successful  in
      competing effectively in international markets.

  (3) Seaboard's Common Stock Is Thinly Traded And  Subject  to
      Daily  Price Fluctuations.  The common stock of Seaboard  is
      closely held (70.9%) and thinly traded on a daily basis on the
      American Stock Exchange.  Accordingly, the price of a share of
      common stock can fluctuate more significantly from day-to-day
      than  a widely held stock that is actively traded on a daily
      basis.

(b) Pork Division

  (1) Fluctuations In Commodity Pork Prices Could Adversely Affect
      Seaboard's Results Of Operations.  Sale prices for Seaboard's
      pork products are directly affected by both domestic and world
      wide supply and demand for pork products and other proteins, all
      of which are determined by constantly changing market forces of
      supply and demand as well as other factors over which Seaboard
      has little or no control.  Commodity pork prices demonstrate a
      cyclical nature over periods of years, reflecting changes in the
      supply  of fresh pork and competing proteins on the  market,
      especially beef and chicken.  In addition, there could be
      weakness in the sales prices for Seaboard's pork products due to
      marketing the increased volumes of pork products produced by
      Triumph Foods.  Seaboard's results of operations could be adversely
      affected by fluctuations in pork commodity prices.

<PAGE> 8

  (2) Increases In The Costs Of Seaboard's Feed Components And Hog
      Purchases Could Adversely Affect Seaboard's   Costs And Operating
      Margins.  Feed costs are the most significant single component of
      the  cost of raising hogs and can be materially affected  by
      commodity price fluctuations for corn and soybean meal.  The
      results of Seaboard's pork division business can be negatively
      affected  by  increased costs of Seaboard's feed components.
      Similarly, although accounting for less than 30% of Seaboard's
      total hogs slaughtered, the cost of third party hogs purchased
      fluctuates with market conditions and can have an impact  on
      Seaboard's  total costs.  The cost and supply of feed components
      and the third party hogs that we purchase are determined  by
      constantly changing market forces of supply and demand, which are
      driven  by  matters over which we have no control, including
      weather, current and projected worldwide grain stocks and prices,
      grain export prices and supports and governmental agricultural
      policies.  Seaboard attempts to manage certain of these risks
      through the use of financial instruments, however this may also
      limit  its  ability to participate in gains  from  favorable
      commodity   fluctuations.   Unless  wholesale  pork   prices
      correspondingly increase, increases in the prices of Seaboard's
      feed components or in the cost of third party hogs purchased
      would adversely affect Seaboard's operating margins.

  (3) Seaboard's  Ability  To  Attract And  Retain  Appropriate
      Personnel  At  Remote Locations Is Important  To  Seaboard's
      Business.  The remote locations of the pork processing plant and
      live hog operations could negatively affect the availability and
      cost  of  labor.  Seaboard is dependent on having sufficient
      properly trained operations personnel.  Attracting and retaining
      qualified personnel is important to Seaboard's success.  The
      inability to acquire and retain the services of such personnel
      could have a material adverse effect on Seaboard's operations.

  (4) The Loss Of Seaboard's Sole Hog Processing Facility Would
      Adversely Affect Seaboard's Business.  Seaboard's Pork segment is
      largely dependant on the continued operation of a single hog
      processing facility.  The loss of or damage to this facility for
      any reason - including fire, tornado, governmental action or
      other reason - would adversely affect Seaboard and Seaboard's
      pork products business.

  (5) Environmental Regulation And Related Litigation Could Have A
      Material Adverse Effect On Seaboard.  Seaboard's operations and
      properties are subject to extensive and increasingly stringent
      laws and regulations pertaining to, among other things,  the
      discharge of materials into the environment and the handling and
      disposition of wastes (including solid and hazardous wastes) or
      otherwise relating to protection of the environment.  Failure to
      comply with these laws and regulations and any future changes to
      them  may  result in significant consequences  to  Seaboard,
      including civil and criminal penalties, liability for damages and
      negative publicity.  Some requirements applicable to Seaboard may
      also be enforced by citizen groups.  Seaboard has incurred, and
      will  continue  to incur, significant capital and  operating
      expenditures to comply with these laws and regulations.

  (6) Health Risk To Livestock Could Adversely Affect Production,
      The Supply Of Raw Materials And Seaboard's Business.  Seaboard is
      subject to risks relating to its ability to maintain  animal
      health and control diseases.  The general health of the hogs and
      the reproductive performance of the sows can have an adverse
      impact on production and production costs, the supply of raw
      material to Seaboard's pork processing operations and consumer
      confidence.  If Seaboard's hogs are affected by disease, Seaboard
      may  be required to destroy infected livestock, which  could
      adversely affect Seaboard's production or ability to sell or
      export its products.  Moreover, the herd health of third party
      suppliers could adversely affect the supply and cost of hogs
      available for purchase by Seaboard.  Adverse publicity concerning
      any disease or health concern could also cause customers to lose
      confidence in the safety and quality of Seaboard's food products.

  (7) If Seaboard's Pork Products Become Contaminated, We May Be
      Subject To Product Liability Claims And Product Recalls.  Pork
      products may be subject to contamination by disease producing
      organisms, or pathogens. These pathogens are generally found in
      the environment and as a result, regardless of the manufacturing
      practices employed, there is a risk that they as a result of food
      processing  could  be present in Seaboard's  processed  pork
      products.  Once contaminated products have been shipped  for
      distribution, illness and death may result if the pathogens are
      not eliminated at the further processing, foodservice or consumer
      level. Even an inadvertent shipment of contaminated products is a
      violation of law and may lead to increased risk of exposure to
      product liability claims, product recalls and increased scrutiny
      by federal and state regulatory agencies and may have a material
      adverse effect on Seaboard's business, reputation, prospects,
      results of operations and financial condition.

<PAGE> 9

  (8) Corporate  Farming  Legislation  Could  Result  In   The
      Divestiture Or Restructuring Of Seaboard's Pork Operations.  The
      development  of  large  corporate  farming  operations   and
      concentration of hog production in larger-scale facilities has
      engendered opposition from residents of states in which Seaboard
      conducts  its  pork processing and live hog operations. In response,
      corporate farming legislation periodically has been introduced  in
      the  United  States  Senate  and  House   of Representatives, as
      well as in several state legislatures.  These proposed anti-corporate
      farming bills have included provisions to prohibit or restrict meat
      packers, such as Seaboard, from owning or controlling livestock
      intended for slaughter, which would require divestiture or
      restructuring of Seaboard's operations.

  (9) International  Trade  Barriers  Could  Adversely  Affect
      Seaboard's Pork Operations.  This segment realizes a significant
      portion of its revenues from international markets, particularly
      Japan.  International sales are subject to risks related  to
      general economic conditions, imposition of tariffs, quotas, trade
      barriers and other restrictions, enforcement of remedies  in
      foreign jurisdictions and compliance with applicable foreign
      laws, and other economic and political uncertainties.  These and
      other  risks  could  result  in  border  closings  or  other
      international  trade barriers having an  adverse  effect  on
      Seaboard's earnings.

(c) Commodity Trading & Milling Division

  (1) Seaboard's  Commodity & Milling Division Is  Particularly
      Subject  To Risks Associated With Foreign Operations.   This
      segment principally operates in Africa, Bermuda, South America
      and  the Caribbean and, in most cases, in what are generally
      regarded to be lesser developed countries.  Many of these foreign
      operations are subject to risks of doing business in lesser-
      developed countries which are subject to potential civil unrests
      and  government  instabilities, increasing the  exposure  to
      potential expropriation, confiscation, war, insurrection, civil
      strife and revolution, currency inconvertibility and devaluation,
      and currency exchange controls, in addition to the risks  of
      overseas operations mentioned in clause (a)(2) above.

  (2) Fluctuations  In Commodity Grain Prices  Could  Adversely
      Affect The Business Of Seaboard's Commodity & Milling Division.
      This segment's sales are significantly affected by fluctuating
      worldwide prices for various commodities, such as wheat, corn and
      soybeans.  These prices are determined by constantly changing
      market forces of supply and demand as well as other factors over
      which Seaboard has little or no control.  North American and
      European subsidized wheat and flour exports, including donated
      food aid, and world-wide and local crop production can contribute
      to these fluctuating market conditions and can have a significant
      impact on the trading and milling businesses' sales, value of
      commodities held in inventory and operating income.  Seaboard's
      results of operations could be adversely affected by fluctuations
      in commodity prices.

  (3) Seaboard's Commodity & Milling Division Largely Depends On
      The Availability Of Chartered Ships.  Although this segment owns
      eight  ships,  most  of Seaboard's third  party  trading  is
      transported with chartered ships.  Charter hire rates, influenced
      by available charter capacity and demand for worldwide trade in
      bulk cargoes, and related fuel costs can impact business volumes
      and margins.

  (4) Seaboard's  Failure  To  Establish  Economic  Hedges  For
      Commodities  May Adversely Affect Seaboard's Business.   The
      commodity trading portion of the business enters into various
      commodity  derivatives and, in some cases, foreign  exchange
      derivatives to create an economic hedge for commodity trades it
      executes with its customers.  Failure to execute or improper
      execution of a derivative position could have an adverse impact
      on  the results of operations.

  (5) This  Segment is Subject to Higher than Normal Risks  for
      Attracting and Retaining Key Personnel.  In the Commodity Trading
      environment, a loss of a key employee such as a commodity trader
      can have a negative impact resulting from the loss of revenues as
      personal customer relationships can be vital to obtaining and
      retaining business with various foreign customers.   In  the
      milling  portion  of this segment, employing  and  retaining
      qualified expatriate personnel is a key element of success given
      the   difficult  living  conditions,  the  unique  operating
      environments and the reliance on a relatively small number of
      executives to manage each individual location.

<PAGE> 10

(d) Marine Division

  (1) The Demand For Seaboard's Marine Division's Services  Are
      Affected By International Trade And Fluctuating Freight Rates.
      This  segment provides containerized cargo shipping services
      primarily from the United States to over twenty-five different
      countries in the Caribbean Basin, and Central and South America.
      In addition to the risks of overseas operations mentioned in
      clause  (a)(2)  above, fluctuations in economic  conditions,
      unstable or hostile local political situations in the countries
      in which Seaboard operates can affect import/export trade volumes
      and the price of container freight rates and adversely affect
      Seaboard's results of operations.

  (2) Chartered  Ships Are Subject To Fluctuating  Rates.   The
      largest expense for this division is time charter cost.  Certain
      of the ships are under charters longer than one year while others
      are less than one year.  These costs can vary greatly due to a
      number of factors including the worldwide supply and demand for
      shipping.  It is not possible to determine in advance whether a
      charter contract for more or less than one year will be favorable
      to Seaboard's business.

  (3) Increasing  Fuel  Prices Can Adversely Affect  Seaboard's
      Business.  Ship fuel expenses are one of the segment's largest
      expenses.   These  costs can vary greatly from  year-to-year
      depending on world fuel prices.  Although a fuel surcharge can be
      added to the freight rates charged by Seaboard to its customers,
      increases in the surcharge can lag actual fuel cost increases and
      can be influenced by competitive pressures.  Also, but to  a
      lesser extent, fuel price increases can impact the cost of inland
      transportation costs.

  (4) Marine  Transportation Is An Inherently  Risky  Business.
      Seaboard's vessels and their cargoes are at risk of being damaged
      or lost because of events such as:
         marine disasters;

         bad weather;

         mechanical failures;

         grounding, fire, explosions and collisions;

         human error; and

         war and terrorism.

      All  of  these  hazards can result in  death  or  injury  to
      persons, loss of property, environmental damages, delays  or
      rerouting. If one of Seaboard's vessels were involved in  an
      accident, the resulting media coverage could have a material
      adverse  effect on Seaboard's business, financial  condition
      and   results  of  operations.   Moreover,  Seaboard's  port
      operations  can be subject to disruption due to  hurricanes,
      especially at Seaboard's  major port of operations in Miami,
      Florida.

  (5) Seaboard is Subject To Complex Laws And Regulations That Can
      Adversely  Affect The Cost, Manner Or Feasibility  Of  Doing
      Business.  Increasingly stringent federal, state and local laws
      and regulations governing worker health and safety, environmental
      protection, port and terminal security, and the operation of
      vessels significantly affect Seaboard's operations.  Many aspects
      of the marine industry are subject to extensive governmental
      regulation by the Federal Maritime Commission, the U.S. Coast
      Guard, and U.S. Customs and Border Protection, and to regulation
      by private industry organizations.  Compliance with applicable
      laws, regulations and standards may require installation  of
      costly equipment or operational changes, while the failure to
      comply may result in administrative and civil penalties, criminal
      sanctions  or  the suspension or termination  of  Seaboard's
      operations.

(e) Sugar and Citrus Division

  (1) The Success Of This Segment Depends On The Condition Of The
      Argentinean Economy And Political Climate.  This segment operates
      a sugar mill in Argentina, locally growing a substantial portion
      of the sugar cane processed at the mill.  The majority of the
      sugar  sales are within Argentina.  Fluctuations in economic
      conditions or changes in the Argentine political climate can have
      an impact on the costs of operations and the sale price of sugar.
      In this regard, local sale prices are affected by sugar import
      duties imposed by the Argentine government, which affects the
      volume of sugar imported to and exported from that market.  If
      import duties are changed, this could have a negative impact on
      Seaboard's  sale price of sugar.  In addition, recently  the
      Argentine government began to attempt controlling inflation by
      instituting price controls on commodities, including sugar, which
      could impact the local sales price of sugar and the results of
      operations for this segment.

<PAGE> 11

  (2) This Segment Is Subject To The Risks That Are Inherent In
      Any Agricultural Business.  Seaboard's results of operations for
      this segment may be adversely affected by numerous factors over
      which we have little or no control and that are inherent in any
      agricultural business, including reductions in the market prices
      for Seaboard's products, adverse weather and growing conditions,
      pest  and  disease problems, and new government  regulations
      regarding agriculture and the marketing of agricultural products.
      Of these risks, weather particularly can affect the amount and
      quality of the sugar cane produced by Seaboard and Seaboard's
      competitors located in other regions of Argentina.

  (3) The  Loss  Of  Seaboard's Sole Processing Facility  Would
      Adversely Affect The Business Of This Segment.  Seaboard's Sugar
      and  Citrus  segment is largely dependant on  the  continued
      operation of a single processing facility.  The loss of or damage
      to  this  facility for any reason - including fire, tornado,
      governmental action or other reason - would adversely affect the
      business of this segment.

(f) Power Division

  (1) This Segment Is Subject To Risks Of Doing Business In The
      Dominican  Republic.  This segment operates in the Dominican
      Republic (DR).  In addition to significant currency fluctuations
      and the other risks of overseas operations mentioned in clause
      (a)(2) above, this segment can experience difficulty in obtaining
      timely  collections of trade receivables from the government
      partially-owned distribution companies or other companies that
      must also collect from the government in order to make payments
      on  their accounts.  Currently, the DR does not allow a free
      market to enable prices to rise with demand.  The government has
      the ability to arbitrarily decide which power units will be able
      to operate.

  (2) Increases In Fuel Costs Could Adversely Affect Seaboard's
      Operating Margins.  Fuel is the largest cost component of this
      segment's business.  Although increases in fuel have generally
      been passed through to customers, margins may be affected by
      fluctuations in fuel if such increases can not be passed  to
      customers.

Item 1B.  Unresolved Staff Comments

None

Item 2.  Properties

(1)   Pork - Seaboard's Pork Division owns a hog processing plant
in  Guymon,  Oklahoma, which opened in 1995.   It   has  a  daily
double  shift capacity to process approximately 16,000  hogs  and
generally  operates  at capacity with additional  weekend  shifts
depending  on market conditions.  The plant is utilized  at  near
capacity   throughout  the  year.   Seaboard's   hog   production
operations  consist of the breeding and raising of  approximately
3.6  million hogs annually at facilities it primarily owns or  at
facilities owned and operated by third parties with whom  it  has
grower  contracts.  This business owns and operates six centrally
located  feed  mills  which have a combined capacity  to  produce
approximately  1,700,000 tons of formulated  feed  annually  used
primarily to support Seaboard's existing hog production, and  has
the  capability  of supporting additional hog production  in  the
future.  These facilities are located in Oklahoma, Texas,  Kansas
and Colorado.

Seaboard's  Pork  Division also owns two bacon processing  plants
located  in  Salt Lake City, Utah and Missoula,  Montana.   These
plants  are  utilized  at or near capacity throughout  the  year,
which  is  a  combined  daily smoking capacity  of  approximately
300,000 pounds of raw pork bellies.

(2)  Commodity Trading and Milling - Seaboard's Commodity Trading
and  Milling Division owns, in whole or in part, grain-processing
operations in 12 countries which have the capacity to  mill  over
6,000  metric  tons  of wheat and maize per  day.   In  addition,
Seaboard  has feed mill capacity of in excess of 112 metric  tons
per  hour to produce formula animal feed.  The milling operations
located in Democratic Republic of Congo, Ecuador, Guyana,  Haiti,
Kenya,  Lesotho, Mozambique, Nigeria, Republic of  Congo,  Sierra
Leone, Uganda and Zambia own their facilities; in Kenya, Lesotho,
Mozambique, Nigeria, Republic of Congo and Sierra Leone the  land
the  mills  are located on is leased under long-term  agreements.
Certain foreign milling operations may operate at less than  full
capacity  due  to low demand related to poor consumer  purchasing
power  and European-subsidized wheat and flour exports.  Seaboard
also owns seven 9,000 metric-ton deadweight dry bulk carriers and
one   23,400  metric  ton  deadweight  dry  bulk  carrier,  "time
charters" (the charter of a vessel, whereby the vessel  owner  is
responsible to provide the captain and crew necessary to  operate
the  vessel),  under

<PAGE> 12

short-term agreements, between seven and forty-three bulk carrier
ocean  vessels  with  deadweights  ranging  from  8,000 to 60,000
metric tons.

(3) Marine - Seaboard's  Marine  Division leases a 135,000 square
foot  warehouse and 70 acres of port terminal land and facilities
in  Miami,  Florida  which  are used in its  containerized  cargo
operations.  Seaboard also leases an approximately 62 acre  cargo
handling  and terminal facility in Houston, Texas, which includes
several on-dock warehouses totaling over 690,000 square feet  for
cargo  storage.   Seaboard owns eight ocean  cargo  vessels  with
deadweights  ranging from 2,600 to 14,545 metric  tons  and  time
charters  under  long-term contracts ranging from  one  to  three
years,  and  short-term agreements, of approximately  twenty-five
containerized ocean cargo vessels with deadweights  ranging  from
3,377  to  19,456 metric-tons.  In addition, this  business  also
"bareboat  charters"  (the  charter  of  a  vessel,  whereby  the
charterer  is  responsible for providing  the  captain  and  crew
necessary   to   operate  the  vessel),  under  long-term   lease
agreements,  two  containerized ocean  cargo  vessels  each  with
deadweights  of 12,169 metric tons.  Seaboard owns or  leases  an
aggregate   of   approximately  39,000  dry,   refrigerated   and
specialized containers and related equipment.

(4)  Sugar  and Citrus - Seaboard's  Argentine  Sugar and  Citrus
Division owns approximately 50,000 acres of planted sugarcane and
approximately  3,000 acres of orange trees.  Depending  on  local
harvest and market conditions, this business also purchases third
party  sugar  and citrus for resale.  In addition, this  division
owns   a   sugar  mill  with  a  current  capacity   to   process
approximately  200,000  metric tons  of  sugar  per  year.   This
capacity  is  sufficient to process all of the cane harvested  by
this  division  and  certain additional quantities  harvested  on
behalf  of  the third party farmers in the region.  The sugarcane
fields  and processing mill are located in northern Argentina  in
the Salta Province, which experiences seasonal rainfalls that may
limit the harvest season, which then affects the duration of mill
operations and quantities of sugar produced.  This division  also
owns  a  juice  processing plant and fresh fruit packaging  plant
with capacity to produce approximately 5,000 tons of concentrated
juice  and  package approximately 300,000 boxes  of  fresh  fruit
annually.

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

(6)  Other - Seaboard owns a jalapeno pepper processing plant and
warehouse in Honduras.

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

Item 3.  Legal Proceedings

Sierra Club Settlement

In  order to settle threatened additional litigation with  Sierra
Club,   Seaboard's  subsidiary,  Seaboard  Foods  LP   ("Seaboard
Foods"),  agreed  to  conduct an investigation  to  determine  if
corrective action is required at three farms purchased  from  PIC
International Group, Inc. ("PIC") located in Kingfisher and Major
Counties in Oklahoma according to an agreed-upon process.   Based
on  the  investigation, it has been determined that two farms  do
not  require any corrective action.  The investigation at the one
remaining  farm  concluded the lagoon at this farm  is  a  likely
source of elevated nitrates in the ground water.  Seaboard  Foods
advised  the Oklahoma Department of Agriculture, Food &  Forestry
as  to  this fact, and is in the process of getting approval  for
and  making  the necessary corrective action, which will  include
constructing  a replacement lagoon.  The cost of the  lagoon  and
any  other implications is not known with certainty, but the cost
is expected to be approximately $1.5 million.  Seaboard Foods has
given  notice to PIC as to its right to indemnification from  any
loss  as  a result of the lagoon.  As of the date of this report,
PIC has declined to provide indemnification.

<PAGE> 13


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

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

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

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

Seaboard  Foods  disputes  the  RCRA  Order  and  the  State   of
Oklahoma's contentions on legal and factual grounds, and  advised
the  EPA that it will not comply with the RCRA Order, as written.
Notwithstanding,  Seaboard  Foods  has  undertaken  an  extensive
investigation  under  the  RCRA Order, and  has  had  significant
discussions with the EPA and the State of Oklahoma, proposing  to
pay  a  civil  penalty and to undertake continued monitoring  and
take  a  number of corrective actions with respect to the  farms,
and  one  additional  farm, in order to  attempt  to  settle  the
RCRA Order and the Oklahoma Notice of Violation.  Originally, the
EPA  advised Seaboard Foods that any such settlement must include
a  civil fine of $1.2 million, but the EPA has since reduced  the
amount   of   its  demand  for  a  civil  penalty  to   $305,000.
Seaboard Foods believes that the EPA has no authority to impose a
civil fine, but settlement discussions are continuing.

A  tentative verbal settlement has been reached with the State of
Oklahoma  which would require Seaboard Foods to  pay  a  fine  of
$100,000  and to undertake agreed-upon supplemental environmental
projects at a cost of $80,000.  The settlement is subject to  the
final  terms  being agreed to and the approval  of  the  Oklahoma
Board   of   Agriculture.   Irrespective   of   the   settlement,
Seaboard Foods has completed, or is in the process of completing,
many of the proposed corrective actions at the relevant farms.

PIC  is  indemnifying Seaboard Foods 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 the 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  Foods  that  it  is  not
responsible   for   the   costs  in   excess   of   $5   million.
Seaboard  Foods 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 Foods has agreed to conduct such testing and sampling as
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  Foods  also  believes that  a  more  general  indemnity
agreement would require indemnification of liability in excess of
$5 million (excluding the estimated $180,000 cost for testing and
sampling), although PIC disputes this.

<PAGE> 14

Potential Additional EPA Claims

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

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

Although management believes that the EPA's demand is beyond  the
Agency's  authority pursuant to the CAA and that  Seaboard  Foods
cannot   be   required   to   undertake   the   air   monitoring,
Seaboard Foods is engaging in discussions with the EPA to attempt
to reach an agreement that will be satisfactory to the EPA.

The  EPA  has  proposed to settle the matter  by  Seaboard  Foods
paying  a civil fine of $345,000 and taking various other actions
which   will   cost   approximately   $150,000.    In   addition,
Seaboard  Foods  has  applied  to  participate  in  the  National
AFO/CAFO Air Emissions Agreement with the EPA, with a portion  of
the  civil  fine  being applied to satisfy the  $100,000  payment
owing under the Air Emissions Agreement.  Management believes  it
has  meritorious legal and factual defenses and objections to the
EPA's demands, but settlement discussions are continuing.

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

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

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

Executive Officers of Registrant

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

<PAGE> 15

Name (Age)               Positions and Offices with  Registrant and Affiliates

H. Harry Bresky (80)     Chairman  of  the Board,  President  and
                         Chief Executive Officer of Seaboard;
                         Manager of Seaboard Flour LLC

Steven J. Bresky (52)    Senior Vice President,  International Operations

Robert L. Steer (46)     Senior Vice President, Treasurer and Chief Financial
                         Officer

David M. Becker (44)     Vice President, General  Counsel  and Secretary

Barry E. Gum (39)        Vice President, Finance

James L. Gutsch (52)     Vice President, Engineering

Ralph L. Moss (60)       Vice President, Governmental Affairs

David S. Oswalt (38)     Vice President, Taxation and  Business Development

John A. Virgo (45)       Vice President, Corporate Controller and Chief
                         Accounting Officer

Rodney K. Brenneman (41) President, Seaboard Foods, LP

Edward A. Gonzales (40)  President, Seaboard Marine Ltd.

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

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

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

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

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

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

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

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

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

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

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

<PAGE> 16

                             PART II

Item   5.    Market  for  Registrant's  Common  Equity,   Related
Stockholder Matters and Issuer Purchases of Equity Securities

Seaboard's Board of Directors intends that Seaboard will continue
to  pay  quarterly  dividends, with  the  actual  amount  of  any
dividends   being  dependant  upon  such  factors  as  Seaboard's
financial  condition,  results  of  operations  and  current  and
anticipated  cash  needs,  including  capital  requirements.   As
discussed  in  Note  8  of the consolidated financial  statements
appearing  on pages 45 and 46 of the Seaboard Corporation  Annual
Report  to  Stockholders furnished to the Commission pursuant  to
Rule  14a-3(b)  and  attached  as  Exhibit  13  to  this  Report,
Seaboard's  ability to declare and pay dividends  is  subject  to
limitations imposed by the note agreements referred to there.

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

On  November  3,  2005, Seaboard issued 6,313.34  shares  of  its
common  stock  to its parent company, Seaboard Flour Corporation.
The issuance of these shares resulted from a previously disclosed
transaction consummated by Seaboard and Seaboard Flour  in  2002.
As  a  part  of  this  transaction,  Seaboard  received  tax  net
operating  losses ("NOLs") having a benefit totaling  $8,317,416.
To  the  extent that Seaboard used the NOLs to reduce its federal
income taxes payable, Seaboard agreed to issue to Seaboard  Flour
shares  of common stock having a value equal to the NOL utilized.
On  September 15, 2005, Seaboard filed tax returns utilizing  the
NOLs  which  resulted in a $8,317,416 reduction  in  its  federal
income tax.  Seaboard thereby became obligated to issue shares of
its  common stock to Seaboard Flour.  The number of shares issued
was determined based upon the average closing price of Seaboard's
common stock for the ten trading days preceding October 1,  2005,
or  approximately  $1,317.44  per share.   The  issuance  of  the
6,313.34  shares  of  common  stock to  Seaboard  Flour  was  not
registered under the Securities Act of 1933 in reliance upon  the
exemption from the registration requirements provided by  Section
4(2)  of  the Securities Act.  Section 4(2) provides an exemption
from  the  registration requirements of the  Securities  Act  for
transactions by an issuer not involving a public offering.

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

In  addition  to the information provided above, the  information
required  by  Item  5  of  Form 10-K is  incorporated  herein  by
reference to (a) the information under "Stockholder Information -
Stock Listing" and (b) the dividends per common share information
and  market  price  range  per  common  share  information  under
"Quarterly  Financial  Data"  appearing  on  pages  60   and   7,
respectively,   of  Seaboard's  Annual  Report  to   Stockholders
furnished  to  the  Commission  pursuant  to  Rule  14a-3(b)  and
attached as Exhibit 13 to this report.

Item 6.  Selected Financial Data

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

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

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

Item  7A.  Quantitative and Qualitative Disclosures About  Market
Risk

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

<PAGE> 17

Item 8.  Financial Statements and Supplementary Data

The  information required by Item 8 of Form 10-K is  incorporated
herein  by  reference to Seaboard's "Quarterly  Financial  Data,"
"Report  of  Independent  Registered  Public  Accounting   Firm,"
"Consolidated  Statements  of  Earnings,"  "Consolidated  Balance
Sheets,"  "Consolidated Statements of Cash Flows,"  "Consolidated
Statements  of  Changes  in Equity"  and "Notes  to  Consolidated
Financial Statements" appearing on page 7 and pages 26 through 59
of  Seaboard's  Annual Report to Stockholders  furnished  to  the
Commission  pursuant to Rule 14a-3(b) and attached as Exhibit  13
to this Report.

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

Not applicable.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures - As of December
31,   2005,  Seaboard's  management  has  evaluated,  under   the
direction  of  our chief executive and chief financial  officers,
the   effectiveness   of  Seaboard's  disclosure   controls   and
procedures, as defined in Exchange Act 15(d) - 15(e).  Based upon
and as of the date of that evaluation, Seaboard's chief executive
and chief financial officers concluded that Seaboard's disclosure
controls and procedures were effective to ensure that information
required  to  be  disclosed in the reports it files  and  submits
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported as and when required.  It should be noted
that  any  system of disclosure controls and procedures,  however
well designed and operated, can provide only reasonable, and  not
absolute,  assurance that the objectives of the system  are  met.
In  addition, the design of any system of disclosure controls and
procedures is based in part upon assumptions about the likelihood
of future events.  Due to 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.

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

Change  in Internal Controls - During the third quarter of  2005,
Seaboard  completed  the acquisition of Daily's.   Management  is
currently completing post merger integration plans which  include
converting certain accounting information systems and is  in  the
process  of  documenting  and evaluating internal  controls  with
respect  to  Daily's.  Although management does not  consider  it
material to its results of operations, Seaboard intends to extend
its Sarbanes-Oxley Act of 2002 Section 404 compliance program  to
include Daily's with an effective date of July 1, 2006. Except as
set  forth above, there has been no change in Seaboard's internal
control over financial reporting that occurred during the  fiscal
quarter ended December 31, 2005 that has materially affected,  or
is  reasonably  likely to materially affect, Seaboard's  internal
control over financial reporting.

Item 9B.  Other Information

Retiree  Medical  Benefit  Plan - As  previously  disclosed,  the
Seaboard Corporation Retiree Medical Benefit Plan provides family
medical   insurance  to  certain  executive  officers  upon   the
retirement,  involuntary  termination of  employment,  change  of
control  or death of the participant.  Participants in this  Plan
include  Mr.  H.  Bresky,  Mr.  S.  Bresky,  Mr.  Steer  and  Mr.
Brenneman.   On  March  6,  2006, Mr. Gonzalez  was  added  as  a
participant in this Plan.

                            PART III

Item 10.  Directors and Executive Officers of the Registrant

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

Seaboard  has  a Code of Ethics Policy (the Code) for  directors,
officers  (including our chief executive officer, chief financial
officer,   chief  accounting  officer,  controller  and   persons
performing similar functions) and employees.  A copy of this Code
was attached as Exhibit 14 to Seaboard's annual report on Form 10-
K  for the year ended December 31, 2004.

<PAGE> 18

Seaboard   has  posted  the   Code   on  its  internet   website,
www.seaboardcorp.com, and intends  to disclose any future changes
and waivers  to  the  Code  by  posting  such information on that
website.

In  addition  to the information provided above, the  information
required  by  Item  10  of  Form 10-K is incorporated  herein  by
reference to (a) the disclosure relating to directors under "Item
1:   Election  of  Directors"  appearing  on  page  4  and  5  of
Seaboard's   definitive  proxy  statement   filed   pursuant   to
Regulation 14A for the 2006 annual meeting of Stockholders ("2006
Proxy  Statement"),  (b)  the disclosure relating  to  Seaboard's
audit  committee and "audit committee financial expert"  and  its
director  nomination procedures under "Meetings of the  Board  of
Directors and Committees -- Committees of the Board" appearing on
pages  5  through  7  of the 2006 Proxy Statement,  and  (c)  the
disclosure  relating  to late filings of reports  required  under
Section  16(a)  of  the Securities Exchange  Act  of  1934  under
"Section   16(a)   Beneficial  Ownership  Reporting   Compliance"
appearing on page 23 of the 2006 Proxy Statement.

Item 11.  Executive Compensation

The  information required by Item 11 of Form 10-K is incorporated
herein   by   reference  to  (a)  the  disclosure   relating   to
compensation  of  directors  under  "Meetings  of  the  Board  of
Directors and Committees -- Committees of the Board" appearing on
pages  5  through  7  of the 2006 Proxy Statement,  and  (b)  the
disclosure  relating to compensation of executive officers  under
"Executive   Compensation  and  Other  Information,"  "Retirement
Plans"   and  "Compensation  Committee  Interlocks  and   Insider
Participation" appearing on pages 8 through 15 and pages  18  and
19 of the 2006 Proxy Statement.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management and Related Stockholder Matters

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

In  addition  to the information provided above, the  information
required  by  Item  12  of  Form 10-K is incorporated  herein  by
reference  to  the disclosure under "Principal Stockholders"  and
"Share Ownership of Management and Directors" appearing on  pages
3 and 4 of the 2006 Proxy Statement.

Item 13.  Certain Relationships and Related Transactions

The  information required by Item 13 of Form 10-K is incorporated
herein  by  reference to "Compensation Committee  Interlocks  and
Insider  Participation" appearing on pages 18 and 19 of the  2006
Proxy Statement.

Item 14.  Principal Accounting Fees and Services

The  information required by Item 14 of Form 10-K is incorporated
herein   by  reference  to  "Item  2   Selection  of  Independent
Auditors"  appearing on pages 19 through 21  of  the  2006  Proxy
Statement.

                             PART IV

Item 15.  Exhibits, Financial Statement Schedules

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

  1. Consolidated financial statements.

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

  2. Consolidated financial statement schedules.

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

  3. Exhibits.

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

     3.2  Seaboard's By-laws, as amended.

<PAGE> 19

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

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

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

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

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

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

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

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

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

     4.10 Seaboard  Corporation  Credit  Agreement  dated  as   of
          December   3,   2004   ($200,000,000  revolving   credit
          facility  expiring on December 2, 2009).  The  schedules
          and  exhibits to the Credit Agreement have been  omitted
          from  this  filing, but will be provided  supplementally
          upon request of the Commission.  Incorporated herein  by
          reference  to Exhibit 4.14 of Seaboard's Form  10-K  for
          fiscal year ended December 31, 2004.

     4.11 Amendment  No.  1  to Seaboard Corporation  Credit
          Agreement  dated  December  3,  2004       ($200,000,000
          revolving  credit  facility  expiring  on  December   2,
          2009).  Incorporated herein by reference to Exhibit  4.1
          of  Seaboard's Form 10-Q for the quarter ended  July  2,
          2005

     4.12 Notice of Reduction of Aggregate Commitments (from
          $200,000,000  to  $100,000,000) under  Credit  Agreement
          dated   as   of    December  3,  2004   among   Seaboard
          Corporation,  Bank  of  America, N.A.,  Scotia  Capital,
          Inc.,  Harris  Trust and Savings Bank and Suntrust  Bank
          and  the Other Lenders Party Hereto  Incorporated herein
          by  reference to Exhibit 4.1 of Seaboard's Form 10-Q for
          the quarter ended October 1, 2005

    10.1* Seaboard  Corporation Executive  Retirement  Plan,
          2005  Amendment  and Restatement dated  March  6,  2006,
          amending   and   restating  the   Seaboard   Corporation
          Executive  Retirement  Plan dated November 5, 2004.  The
          addendums   to   the Executive Retirement Plan have been
          omitted  from  the   filing,   but   will   be  provided
          supplementally   upon  request of the Commission.

<PAGE> 20

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

    10.3* Seaboard    Corporation    Executive    Deferred
          Compensation Plan dated December 29, 2005, amending  and
          restating  the  Seaboard Corporation Executive  Deferred
          Compensation Plan dated January 1, 1999.

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

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

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

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

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

    10.9* Seaboard Corporation Retiree Medical Benefit  Plan
          dated  March 4, 2005.  Incorporated herein by  reference
          to  Exhibit  10.10 of Seaboard's Form  10-K  for  fiscal
          year  ended  December  31, 2004.   The  exhibit  to  the
          Retiree Medical Benefit Plan has been omitted from  this
          filing,   but  will  be  provided  supplementally   upon
          request of the Commission.

   10.10* Seaboard  Corporation  Executive  Officers'  Bonus
          Policy.

   10.11* Employment Agreement between Seaboard  Corporation
          and  Steven  J. Bresky dated July 1, 2005.  Incorporated
          herein  by reference to Exhibit 10.1 of Seaboard's  Form
          10-Q for the quarter ended July 2, 2005.

   10.12* Employment Agreement between Seaboard  Corporation
          and  Robert  L. Steer dated July 1, 2005.   Incorporated
          herein  by reference to Exhibit 10.2 of Seaboard's  Form
          10-Q for the quarter ended July 2, 2005.

   10.13* Employment Agreement between Seaboard Farms,  Inc.
          and   Rodney   K.   Brenneman  dated   July   1,   2005.
          Incorporated  herein by reference  to  Exhibit  10.3  of
          Seaboard's  Form  10-Q  for the quarter  ended  July  2,
          2005.

   10.14* Employment Agreement between Seaboard  Corporation
          and Edward A. Gonzalez dated July 1, 2005.

   10.15* Seaboard   Corporation   Nonqualified   Deferred
          Compensation   Plan  dated  December  29,   2005.    The
          appendix to the Nonqualified Deferred Compensation  Plan
          has  been omitted from this filing, but will be provided
          supplementally upon request of the Commission.

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

   14     Code  of  Ethics Policy as amended as of March 4,  2005.
          Incorporated  herein  by  reference  to  Exhibit  14  of
          Seaboard's Form 10-K for fiscal year ended December  31,
          2004.

   21     List of subsidiaries.

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

<PAGE> 21

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

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

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

  *  Management contract or compensatory plan or arrangement.

(b)  Exhibits.

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

(c)  Financial Statement Schedules.

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

<PAGE> 22


                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  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.

                      SEABOARD CORPORATION

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

Date:  March 6, 2006                     Date:  March 6, 2006



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

Date:  March 6, 2006



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

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

Date:  March 6, 2006                     Date:  March 6, 2006



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

Date:  March 6, 2006                     Date:  March 6, 2006



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

Date:  March 6, 2006

<PAGE> 23


               SEABOARD CORPORATION AND SUBSIDIARIES

     Index to Consolidated Financial Statements and Schedule

                      Financial Statements


                                                                Stockholders'
                                                             Annual Report Page

Report of Independent Registered Public Accounting Firm              26

Consolidated Statement of Earnings for the years
 ended December 31, 2005, December 31, 2004 and
 December 31, 2003                                                   28

Consolidated Balance Sheets as of December 31, 2005
 and December 31, 2004                                               29

Consolidated Statement of Cash Flows for the years
 ended December 31, 2005, December 31, 2004 and
 December 31, 2003                                                   30

Consolidated Statement of Changes in Equity for the
 years ended December 31, 2005, December 31, 2004 and
 December 31, 2003                                                   31

Notes to Consolidated Financial Statements                           32

The foregoing are incorporated herein by reference.

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

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

II - Valuation and Qualifying Accounts for the years ended
     December 31, 2005, 2004 and 2003                                F-3

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

<PAGE> F-1

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Seaboard Corporation:

Under  date  of  March 6, 2006, we reported on  the  consolidated
balance  sheets  of  Seaboard Corporation and  subsidiaries  (the
Company)  as  of  December 31, 2005 and  2004,  and  the  related
consolidated statements of earnings, changes in equity  and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31, 2005, as contained in the December 31, 2005  annual
report  to stockholders.  These consolidated financial statements
and  our  report  thereon are incorporated by  reference  in  the
annual report on Form 10-K for the year ended December 31,  2005.
In  connection with our audits of the aforementioned consolidated
financial  statements, we also audited the  related  consolidated
financial statement schedule as listed in the accompanying index.
This  financial statement schedule is the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on this financial statement schedule based on our audits.

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

Our  report dated March 6, 2006 contains an explanatory paragraph
that  states  that  the  Company adopted Statement  of  Financial
Standards No. 143, "Accounting for Asset Retirement Obligations,"
and  FASB  Interpretation  No.  46,  "Consolidation  of  Variable
Interest  Entities,"  and changed its method  of  accounting  for
costs   expected  to  be  incurred  during  regularly   scheduled
drydocking  of  vessels from the accrual method  to  the  direct-
expense method in 2003.



                                   KPMG LLP

Kansas City, Missouri
March 6, 2006

<PAGE> F-2


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



                                     Balance at       Provision    Net deductions   Accounting     Balance at
                                  beginning of year      (1)             (2)          changes(3)  end of year
<S>                                   <C>               <C>          <C>               <C>          <C>
Year ended December 31, 2005:

  Allowance for doubtful accounts     $14,524           3,987         (2,356)               -       $16,155

Year ended December 31, 2004:

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

Year ended December 31, 2003:

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

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


<FN>
(1)  The allowance for doubtful accounts provision is charged  to
selling, general and administrative expenses.

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

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

</TABLE>

<PAGE> F-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>ex3-2.txt
<DESCRIPTION>SEABOARD'S BY-LAWS, AS AMENDED
<TEXT>



                      SEABOARD CORPORATION

                         RESTATED BYLAWS
                      (As of March 6, 2006)

                             OFFICES

          1.   The  principal  office  shall  be  in  the City of
Wilmington, County of New Castle, State of Delaware, and the name
of  the  resident  agent in charge thereof is Corporation Service
Company.

          2.   The corporation may also have an office in Merriam,
Kansas, and  also  offices  at  such other places as the board of
directors may from time to time determine or the business of  the
corporation may require.

                     STOCKHOLDERS' MEETINGS

          3.   All  meetings of the stockholders for the election
of directors shall be held at such place, if any, as may be fixed
from  time  to time by the board of directors, or at  such  other
place, if any, either within or without the State of Delaware  as
shall  be  designated from time to time by the board of directors
and   stated   in  the  notice  of  the  meeting.   Meetings   of
stockholders for any other purpose may be held at such  time  and
place,  within  or  without the State of Delaware,  as  shall  be
stated in the notice of the meeting or a duly executed waiver  of
notice thereof.

          4.   An annual meeting of stockholders, commencing with
the year 2002,  shall  be  held  on the fourth Monday of April in
each  year, if  not a legal holiday, and if a legal holiday, then
on the next  secular day  following, at 10:00 a.m., or such other
date and time as  the  board of directors shall approve, at which
meeting  the board  of  directors  shall  elect,  by  a  majority
vote, the president, treasurer and secretary, and  transact  such
other business as may be properly brought before the meeting.

          5.   Whenever   the   stockholders   are   required  or
permitted to take any  action at a meeting, written notice of the
meeting shall be given  which shall state the place, if any, date
and hour of the meeting,  the  means of remote communications, if
any,  by  which  stockholders  and proxy holders may be deemed to
be  present in person  and vote at such meeting, and, in the case
of  a  special  meeting,  the  purpose  or purposes for which the
meeting is called.  The  written  notice of  any meeting shall be
given not less than ten (10) nor more than sixty (60) days before
the date  of  the meeting to each stockholder entitled to vote at
such meeting.  If  mailed,  notice is given when deposited in the
United States mail, postage prepaid, directed to the  stockholder
at such stockholder's address as it appears on the records of the
corporation.   An  affidavit  of the secretary  or  an  assistant
secretary  or  of  the  transfer agent  or  other  agent  of  the
corporation that the notice has been given shall, in the  absence
of fraud, be prima facie evidence of the facts stated therein..

               A  complete  list of the stockholders entitled  to
vote at a meeting of stockholders arranged in alphabetical order,
and  showing  the address of each stockholder and the

<PAGE>

number  of  shares  registered  in  the name of each stockholder,
shall be  open to  the  examination  of  any stockholder  for any
purpose germane to the  meeting for a period of at least ten (10)
days prior to  the  meeting:  (i)  on  a  reasonably   accessible
electronic  network, provided  that  the information  required to
gain access  to  such list  is  provided  with  the notice of the
meeting, or (ii) during ordinary business hours, at the principal
place of  business  of the  corporation. If  the meeting is to be
held at a  place, then the list shall be produced and kept at the
time and place of the  meeting during  the whole time thereof and
may be inspected  by  any stockholder  who  is  present.  If  the
meeting is to be held  solely by  means  of remote communication,
then the list shall  also  be  open  to the  examination  of  any
stockholder during the whole time  of the meeting on a reasonably
accessible electronic network, and   the  information required to
access such list shall  be  provided within  the  notice  of  the
meeting.

          6.   Special  meetings  of  the  stockholders  for  any
purpose or purposes, unless otherwise prescribed  by  statute  or
by  the  certificate  of  incorporation,  may  be  called  by the
president and  shall  be  called by the president or secretary at
the request  in writing of  a majority of the board of directors.
Such  request shall state the purpose or purposes of the proposed
meeting.

          7.   Business  transacted at all special meetings shall
be confined to the objects stated in the call.

          8.   The holders  of  a majority in amount of the stock
issued and  outstanding  and  entitled  to  vote  thereat   shall
constitute  a  quorum at all meetings of the stockholders for the
transaction of  business  except  as   otherwise   provided    by
statute, by the certificate  of incorporation or by these bylaws.
If,  however, such  quorum shall not be present or represented at
any meeting of  the  stockholders, the stockholders, entitled  to
vote  thereat, present  in person  or represented by proxy, shall
have  power  to  adjourn  the  meeting from time to time, without
notice other  than  announcement  at  the meeting, until a quorum
shall be  present  or represented.   At such adjourned meeting at
which a quorum  shall be present  or represented any business may
be transacted  which might have been transacted at the meeting as
originally notified.

          9.   When  a  quorum  is  present  at a meeting for the
election of  directors,  a  plurality  of the votes cast shall be
significant   to   elect.  All   other   questions  presented  to
stockholders at a meeting  at  which a quorum is present shall be
decided  by  the  vote  of the holders of a majority of the stock
having voting power present in  person  or  represented  by proxy
unless the question is one upon which by express provision of the
statutes or of the certificate  of  incorporation  or  of   these
bylaws, a different vote is required   in which case such express
provision shall govern and control the decision of such question.

          10.  At   any   meeting  of  the   stockholders   every
stockholder having the  right  to  vote shall be entitled to vote
in person,  or  by  proxy  provided, however,  that no such proxy
shall be voted on or acted upon  after three years from its date,
unless  said  proxy  provides  for  a  longer  period.  Except as
otherwise  provided  in the  certificate  of  incorporation, each
stockholder shall have one vote  for  each  share of stock having
voting  power,  registered  in  his  name  on  the  books  of the
corporation,   and   except  where  the  transfer  books  of  the
corporation shall have been  closed  or  a  date  shall have been
fixed as a record date for the determination of  its stockholders
entitled to vote, no share of stock

<PAGE> 2

shall be voted on at any  election of directors which shall  have
been  transferred  on  the books of the corporation within twenty
(20) days next preceding such election of directors.

          11.  The  date  and time of the opening and the closing
of  the  polls  for  each matter upon which the stockholders will
vote at a meeting shall be announced at the meeting by the person
presiding  over the meeting.  The board of directors may adopt by
resolution  such  rules  and  regulations for the  conduct of the
meeting  of stockholders as it shall deem appropriate.  Except to
the  extent inconsistent  with  such  rules  and  regulations  as
adopted by the board of directors, the person presiding over  any
meeting  of  stockholders  shall  have the right and authority to
convene and to  adjourn  the  meeting, to  prescribe  such rules,
regulations  and  procedures  and  to do all such acts as, in the
judgment of such presiding person, are appropriate for the proper
conduct  of  the meeting.  Such rules, regulations or procedures,
whether  adopted by  the  board of directors or prescribed by the
presiding person of the meeting, may include, without limitation,
the following: (i)  the  establishment  of  an agenda or order of
business for  the  meeting;  (ii)  rules  and  procedures     for
maintaining order at the meeting and the safety of those present;
(iii)  limitations  on  attendance  at  or  participation in  the
meeting to stockholders  of record of the corporation, their duly
authorized and constituted proxies  or  such other persons as the
presiding   person   of   the   meeting   shall  determine;  (iv)
restrictions  on  entry to  the meeting  after the time fixed for
the  commencement  thereof;  and (v)  limitations  on  the   time
allotted to questions or comments by participants. The  presiding
person  at   any   meeting of stockholders, in addition to making
any  other  determinations that may be appropriate to the conduct
of  the  meeting, shall, if  the  facts  warrant,  determine  and
declare to the meeting that a matter or business was not properly
brought before the meeting  and  if such  presiding person should
so determine, such  presiding person  shall  so  declare  to  the
meeting  and  any  such  matter or business not  properly brought
before the meeting shall not be transacted or considered.  Unless
and to the extent  determined by the board of  directors  or  the
person presiding over the meeting, meetings of stockholders shall
not   be  required  to  be  held  in  accordance  with  the rules
of parliamentary procedure.

          12.

     (A)

          (1)   Nominations of persons for election to the  board
     of directors of the corporation and the proposal of business
     to  be  considered by the stockholders may  be  made  at  an
     annual  meeting  of stockholders only (a)  pursuant  to  the
     corporation's notice of meeting (or any supplement thereto),
     (b)  by or at the direction of the board of directors or any
     committee  thereof,  or  (c)  by  any  stockholder  of   the
     corporation  who  was  a  stockholder  of  record   of   the
     corporation  at  the time the notice provided  for  in  this
     Section 12 is delivered to the secretary of the corporation,
     who is entitled to vote at the meeting and who complies with
     the notice procedures set forth in this Section 12.

          (2)   For  nominations or other business to be properly
     brought  before an annual meeting by a stockholder  pursuant
     to  clause (c) of paragraph (A)(l) of this Section  12,  the
     stockholder must have given timely notice thereof in writing
     to  the  secretary of the corporation and any such  proposed
     business  other than the nominations of persons for election
     to  the  board of directors must constitute a proper  matter
     for  stockholder  action.   To

<PAGE> 3

     be  timely,  a  stockholder's  notice  shall be delivered to
     the secretary  at  the principal  executive  offices  of the
     corporation not  later  than  the  close  of business on the
     ninetieth  (90th)  day,  nor  earlier  than   the  close  of
     business on the one hundred  twentieth (120th) day, prior to
     the     first     anniversary     of     the       preceding
     year's annual meeting (provided, however, that in the  event
     that the date of the annual meeting is more than thirty (30)
     days  before  or  more  than seventy (70)  days  after  such
     anniversary  date,  notice by the  stockholder  must  be  so
     delivered not earlier than the close of business on the  one
     hundred  twentieth (120th) day prior to such annual  meeting
     and not later than the close of business on the later of the
     ninetieth  (90th) day prior to such annual  meeting  or  the
     tenth   (10th)  day  following  the  day  on  which   public
     announcement  of the date of such meeting is first  made  by
     the corporation).  In no event shall the public announcement
     of  an  adjournment  or postponement of  an  annual  meeting
     commence  a new time period (or extend any time period)  for
     the  giving  of  a stockholder's notice as described  above.
     Such  stockholder's notice shall set forth: (a) as  to  each
     person  whom  the  stockholder  proposes  to  nominate   for
     election as a director (i) all information relating to  such
     person that is required to be disclosed in solicitations  of
     proxies for election of directors in an election contest, or
     is  otherwise  required, in each case  pursuant  to  and  in
     accordance with Regulation 14A under the Securities Exchange
     Act  of 1934, as amended (the "Exchange Act") and (ii)  such
     person's  written  consent  to  being  named  in  the  proxy
     statement  as  a  nominee and to serving as  a  director  if
     elected;  (b) as to any other business that the  stockholder
     proposes to bring before the meeting, a brief description of
     the  business desired to be brought before the meeting,  the
     text of the proposal or business (including the text of  any
     resolutions proposed for consideration and in the event that
     such business includes a proposal to amend the bylaws of the
     corporation,  the language of the proposed  amendment),  the
     reasons for conducting such business at the meeting and  any
     material  interest in such business of such stockholder  and
     the  beneficial owner, if any, on whose behalf the  proposal
     is made; and (c) as to the stockholder giving the notice and
     the beneficial owner, if any, on whose behalf the nomination
     or  proposal  is  made  (i) the name  and  address  of  such
     stockholder, as they appear on the corporation's books,  and
     of  such  beneficial  owner, (ii) the class  and  number  of
     shares  of capital stock of the corporation which are  owned
     beneficially  and  of  record by such stockholder  and  such
     beneficial   owner,   (iii)   a  representation   that   the
     stockholder  is  a  holder  of  record  of  stock   of   the
     corporation entitled to vote at such meeting and intends  to
     appear in person or by proxy at the meeting to propose  such
     business  or  nomination, and (iv) a representation  whether
     the stockholder or the beneficial owner, if any, intends  or
     is  part  of  a group which intends (a) to deliver  a  proxy
     statement  and/or form of proxy to holders of at  least  the
     percentage  of  the corporation's outstanding capital  stock
     required  to  approve  or adopt the proposal  or  elect  the
     nominee  and/or  (b)  otherwise  to  solicit  proxies   from
     stockholders in support of such proposal or nomination.  The
     foregoing  notice requirements of this Section 12  shall  be
     deemed  satisfied  by a stockholder if the  stockholder  has
     notified  the  corporation of his, her or its  intention  to
     present  a  proposal or nomination at an annual  meeting  in
     compliance with applicable rules and regulations promulgated
     under  the  Exchange Act and such stockholder's proposal  or
     nomination has been included in a proxy statement  that  has
     been prepared by the corporation to solicit proxies for such
     annual  meeting.  The corporation may require  any  proposed
     nominee  to  furnish  such  other  information  as  it   may
     reasonably  required  to determine the eligibility  of  such
     proposed nominee to serve as a director of the corporation.

<PAGE> 4

          (3)  Notwithstanding anything in the second sentence of
     paragraph (A)(2) of this Section 12 to the contrary, in  the
     event  that  the  number of directors to be elected  to  the
     board  of directors of the corporation at an annual  meeting
     is  increased  and  there is no public announcement  by  the
     corporation   naming   the  nominees  for   the   additional
     directorships at least one hundred (100) days prior  to  the
     first anniversary of the preceding year's annual meeting,  a
     stockholder's notice required by this Section 12 shall  also
     be  considered timely, but only with respect to nominees for
     the  additional directorships, if it shall be  delivered  to
     the  secretary  at the principal executive  offices  of  the
     corporation  not  later than the close of  business  on  the
     tenth  (10th)  day  following the day on which  such  public
     announcement is first made by the corporation.

     (B)   Only  such business shall be conducted  at  a  special
meeting  of  stockholders as shall have been brought  before  the
meeting   pursuant  to  the  corporation's  notice  of   meeting.
Nominations of persons for election to the board of directors may
be  made  at a special meeting of stockholders at which directors
are to be elected pursuant to the corporation's notice of meeting
(1)  by  or  at  the direction of the board of directors  or  any
committee thereof or (2) provided that the board of directors has
determined  that directors shall be elected at such  meeting,  by
any stockholder of the corporation who is a stockholder of record
at  the  time  the  notice provided for in  this  Section  12  is
delivered to the secretary of the corporation, who is entitled to
vote  at the meeting and upon such election and who complies with
the notice procedures set forth in this Section 12.  In the event
the  corporation calls a special meeting of stockholders for  the
purpose  of  electing  one  or more directors  to  the  board  of
directors, any such stockholder entitled to vote in such election
of  directors may nominate a person or persons (as the  case  may
be)  for  election  to  such  position(s)  as  specified  in  the
corporation's  notice  of  meeting, if the  stockholder's  notice
required  by  paragraph  (A)(2)  of  this  Section  12  shall  be
delivered to the secretary at the principal executive offices  of
the corporation not earlier than the close of business on the one
hundred  twentieth (120th) day prior to such special meeting  and
not  later  than  the  close of business  on  the  later  of  the
ninetieth  (90th) day prior to such special meeting or the  tenth
(10th)  day  following  the day on which public  announcement  is
first made of the date of the special meeting and of the nominees
proposed by the board of directors to be elected at such meeting.
In  no  event shall the public announcement of an adjournment  or
postponement of a special meeting commence a new time period  (or
extend  any time period) for the giving of a stockholder's notice
as described above.

     (C)

          (1)   Only such persons who are nominated in accordance
     with  the  procedures set forth in this Section 12 shall  be
     eligible  to be elected at an annual or special  meeting  of
     stockholders  of the corporation to serve as  directors  and
     only  such  business  shall be conducted  at  a  meeting  of
     stockholders as shall have been brought before  the  meeting
     in  accordance with the procedures set forth in this Section
     12.   Except  as otherwise provided by law, the chairman  of
     the  meeting shall have the power and duty (a) to  determine
     whether  a nomination or any business proposed to be brought
     before the meeting was made or proposed, as the case may be,
     in  accordance with the procedures set forth in this Section
     12  (including whether the stockholder or beneficial  owner,
     if  any, on whose behalf the

<PAGE> 5

     nomination or proposal is  made   solicited (or is part of a
     group which solicited) or did not   so  solicit, as the case
     may be, proxies in support of  such   stockholder's  nominee
     or proposal   in   compliance    with    such  stockholder's
     representation   as   required   by   clause   (A)(2)(c)(iv)
     of   this   Section   12)   and   (b)   if    any   proposed
     nomination   or  business  was  not  made  or  proposed   in
     compliance  with  this  Section 12,  to  declare  that  such
     nomination  shall  be  disregarded  or  that  such  proposed
     business  shall  not  be  transacted.  Notwithstanding   the
     foregoing  provisions of this Section 12,  unless  otherwise
     required   by  law,  if  the  stockholder  (or  a  qualified
     representative of the stockholder) does not  appear  at  the
     annual or special meeting of stockholders of the corporation
     to   present   a  nomination  or  proposed  business,   such
     nomination  shall be disregarded and such proposed  business
     shall  not  be transacted, notwithstanding that  proxies  in
     respect  of  such  vote  may  have  been  received  by   the
     corporation.  For  purposes  of  this  Section  12,  to   be
     considered a qualified representative of the stockholder,  a
     person must be a duly authorized officer, manager or partner
     of  such  stockholder  or must be authorized  by  a  writing
     executed  by  such stockholder or an electronic transmission
     delivered by such stockholder to act for such stockholder as
     proxy  at  the meeting of stockholders and such person  must
     produce  such  writing  or  electronic  transmission,  or  a
     reliable   reproduction   of  the  writing   or   electronic
     transmission, at the meeting of stockholders.

            (2)    For  purposes  of  this  Section  12,  "public
     announcement"  shall include disclosure in a  press  release
     reported by the Dow Jones News Service, Associated Press  or
     comparable  national news service or in a document  publicly
     filed  by  the corporation with the Securities and  Exchange
     Commission  pursuant  to Section 13,  14  or  15(d)  of  the
     Exchange Act.

           (3)   Notwithstanding the foregoing provisions of this
     Section  12,  a  stockholder  shall  also  comply  with  all
     applicable  requirements of the Exchange Act and  the  rules
     and  regulations thereunder with respect to the matters  set
     forth  in this Section 12. Nothing in this Section 12  shall
     be  deemed  to  affect  any rights (a)  of  stockholders  to
     request  inclusion  of  proposals  or  nominations  in   the
     corporation's  proxy statement pursuant to applicable  rules
     and regulations promulgated under the Exchange Act or (b) of
     the  holders  of  any  series of Preferred  Stock  to  elect
     directors  pursuant  to  any applicable  provisions  of  the
     certificate of incorporation.

                            DIRECTORS

          13.  The number   of   directors   of   the corporation
constituting  the  full  board of directors shall be no less than
three (3)  and  no more than fifteen (15), the exact number to be
determined by the board of directors  from time to time.   Within
the foregoing limits, between elections by stockholders the board
of directors  may change the number of directors constituting the
full board of directors.  Directors need not be stockholders   of
the  corporation.  Each director, including a director elected to
fill a  vacancy, shall  hold office until his successor has  been
duly elected and qualified unless he sooner shall  have  resigned
or been removed from office.

<PAGE> 6

          14.  The board of directors may hold their meetings and
keep  the  books  of  the  corporation,  except  the  original or
duplicate stock ledger, outside of Delaware, at the office of the
corporation  in  Merriam, Kansas, or at such other places as they
may from time to time determine.

          15.  A  vacancy  or  newly created directorship, as the
case may be,  shall be  deemed to exist in the board of directors
in case of the death, resignation, disqualification,  or  removal
of  any  director,  or  if the  authorized number of directors is
increased,  or  if the  stockholders  fail  at  any   meeting  of
stockholders  at  which directors  are to be elected to elect the
full authorized number of directors to be elected at that meeting.
Vacancies  and  newly  created  directorships  in  the  board  of
directors may be filled by a majority of the remaining directors,
though  fewer  than  a  quorum,  or by a sole remaining director.
Upon the resignation of  one  or more directors from the board of
directors to be effective at  a  future  date, a  majority of the
directors then  in  office, including those who have so resigned,
shall have the power to fill  such vacancy or vacancies, the vote
thereon to take  effect  when  such  resignation  or resignations
become  effective.   No  reduction  of  the  authorized number of
directors shall  have  the  effect of removing any director prior
to the expiration of his or her term of office; provided however,
that such director, or the  entire  board  of  directors,  may be
removed from office,  with  or without cause, by the holders of a
majority in voting  power  of  shares then entitled to vote at an
election of directors.

          16.  The property and business of the corporation shall
be  managed  by  or under the direction of its board of directors
which may  exercise all such powers of the corporation and do all
such lawful acts and things as are  not  by  statute  or  by  the
certificate  of  incorporation or by  these  bylaws  directed  or
required to be exercised or done by the stockholders.

                     COMMITTEES OF DIRECTORS

          17.  The  board of directors may, by vote of a majority
of their  entire number, elect from their own number an executive
committee  of  not less  than  three  (3)  nor more than five (5)
members, which committee may be vested with the management of the
current  and ordinary  business of the corporation, including the
declaration  of  dividends, the fixing and altering of the powers
and duties of the several officers and agents of the corporation,
the election  of  additional officers and agents, and the filling
of vacancies other than in the board of directors, and with power
to  authorize  purchases,  sales, contracts, offers, conveyances,
transfers  and  negotiable  instruments  to  the  fullest  extent
permitted by law.  A  majority  of  the executive committee shall
constitute a quorum for the  transaction of business but a lesser
number may adjourn any meeting from time to time, and the meeting
may  be  held as adjourned without further notice.  The executive
committee  may make  rules  not  inconsistent  herewith  for  the
holding and conduct of its meetings.

          18.  The   board   of   directors may, by resolution or
resolutions passed by a majority of the whole board of directors,
designate  other committees, each committee to consist of two (2)
or more of  the directors of the corporation, which to the extent
provided in  said  resolution  or resolutions, shall have and may
exercise the powers of the board of directors in  the  management
of the  business  and  affairs  of  the corporation, and may have
power  to  authorize the seal of the corporation to be affixed to
all papers  which  may  require it.  Such committee or committees
shall

<PAGE> 7

have such name or names as may be determined from time to time by
resolution adopted by the board of directors.

          19.  All committees shall keep their regular minutes of
their proceedings and report the same to the board of  directors,
who  shall have power to rescind any vote or resolution passed by
any   committee   but  no  such rescission shall have retroactive
effect.

                    COMPENSATION OF DIRECTORS

          20.  Directors,  as such, shall not  receive any stated
salary for  their  services, but,  by  resolution of the board of
directors  a fixed sum and expenses of attendance, if any, may be
allowed  for attendance at each regular or special meeting of the
board  of  directors;  provided  that  nothing  herein  contained
shall  be  construed  to preclude  any  director from serving the
corporation  in  any  other  capacity  and receiving compensation
therefor.

          21.  Members  of  executive  or other committees may be
allowed like compensation for attending committee meetings.

               MEETINGS OF THE BOARD OF DIRECTORS

          22.  The  first  meeting of each newly elected board of
directors  shall be  held at such time and place either within or
without  the  State of  Delaware as shall be fixed by the vote of
the  stockholders  at  the annual  meeting and  no notice of such
meeting shall be  necessary  to  the newly elected  directors  in
order legally to constitute the meeting provided a  quorum  shall
be present, or they may meet at such place and time as  shall  be
fixed by the consent in writing of all the directors.

          23.  Regular meetings of the board of directors  may be
held without notice at such time and place, if any, either within
or without the State of Delaware as shall from time  to  time  be
determined  by the board of directors.  Members of the  board  of
directors, or any committee designated by the board of directors,
may  participate  in  a meeting thereof by  means  of  conference
telephone or other communications equipment by means of which all
persons  participating in the meeting can hear  each  other,  and
participation  in  a  meeting  pursuant  to  this   bylaw   shall
constitute presence in person at such meeting.

          24.  Special meetings of the board of  directors may be
called by the president on two (2) days' notice to each director,
either  personally  or  by  mail,  telegram  or by other means of
electronic communication. Special meetings shall be called by the
president or  secretary in like manner and on like notice on  the
written request of two (2) directors.

          25.  At  all  meetings  of  the  board of  directors, a
majority of the entire board  of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting
at  which  there  is  a  quorum  shall be the act of the board of
directors,  except  as may be otherwise  specifically provided by
statute or by the certificate of incorporation or by these bylaws.
If a quorum shall  not  be present at any meeting of the

<PAGE> 8

board of directors, the directors present thereat may adjourn the
meeting from time to time  without notice other than announcement
at the meeting, until a quorum shall be present.

          26.  No  notice  of board of directors meeting shall be
necessary  if  all  directors  are present or waive notice of the
meeting.

                        WAIVER OF NOTICES

          27.  Whenever  any notice is required to be given under
the provisions of  the   statutes or  of   the   certificate   of
incorporation,  or of these bylaws, a waiver thereof  in  writing
signed  by the person or persons entitled to said notice, whether
before  or  after  the  time  stated  therein,  shall  be  deemed
equivalent thereto.

                            OFFICERS

          28.  The officers of the corporation shall be chosen by
the board of directors and  shall  be  a president,  a  secretary
and  a  treasurer.   Two or  more offices may be held by the same
person,  except that where the offices of president and secretary
are held by the same person, such person shall not hold any other
office.

          29.  The board of  directors at its first meeting after
each annual meeting of stockholders shall choose a president from
its members, a secretary and a treasurer, none of whom need be  a
member of the board of directors.

          30.  The board of directors or executive  committee may
appoint such other officers and agents as it shall deem necessary,
who  shall  hold their  offices for such terms and shall exercise
such  powers  and perform such duties as shall be determined from
time to time by the board of directors or executive committee.

          31.  The board of directors shall have authority (i) to
fix the compensation, whether in the form of salary, bonus, stock
options or  otherwise, of all officers  and  employees  of    the
corporation, either specifically  or  by  formula  applicable  to
particular  classes  of  officers  or  employees;  and  (ii)   to
authorize officers of the  corporation to fix the compensation of
officers  of  the  corporation  who   are  not  "named  executive
officers"  of  the corporation within the meaning of Item 402  of
Regulation  S-K promulgated  under the Securities Act of 1933 and
the  Securities Exchange Act of 1934.   The  board  of  directors
shall  have authority to appoint a compensation committee and may
delegate to  such   committee   any   or  all  of  its  authority
relating   to  compensation.  The appointment of an officer shall
not create any employment or contract rights in that officer.

          32.  The officers  of the corporation shall hold office
until their  successors  are chosen and qualify in  their  stead.
Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of  the
whole  board of directors.  If the office of any officer  becomes
vacant  for any reason, the vacancy shall be filled by the  board
of directors.

<PAGE> 9

                          THE PRESIDENT

          33.  The president shall be the chief executive officer
of  the  corporation;  he  shall  preside  at all meetings of the
stockholders  and if such officer is also a director, at meetings
of directors.  The president shall be, if a director, ex oficio a
member of all  standing committees of the board of directors, and
shall  have  such  powers  and  duties  in  the management of the
business of the  corporation as the of directors shall prescribe,
and shall see  that  all  orders  and resolutions of the board of
directors are carried into effect.

          34.  The  president shall  execute bonds, mortgages and
other  contracts  requiring  a  seal,  under  the  seal   of  the
corporation,  except  where  required  or  permitted by law to be
otherwise signed  and  executed  and except where the signing and
execution  thereof  shall  be expressly delegated by the board of
directors  to  some other officer or agent of the corporation.

                        VICE-PRESIDENTS

          35.  Any  vice-presidents  in   the   order  of   their
seniority shall,  in  the absence or disability of the president,
perform the duties and  exercise the powers of the president, and
shall perform such  other  duties  as  the board  of directors or
executive  committee shall prescribe.

   APPOINTING ATTORNEYS AND AGENTS; VOTING SECURITIES OF OTHER
                            ENTITIES

          36.  Unless otherwise provided by resolution adopted by
the board  of  directors,  the  chairperson  of  the  board    of
directors,  the  president or any vice president may from time to
time appoint  an attorney  or attorneys or agent or agents of the
corporation,  in the  name  and  on behalf of the corporation, to
cast  the  votes which the corporation may be entitled to cast as
the holder of stock or other securities in any other  corporation
or  other  entity, any  of whose stock or other securities may be
held by the corporation, at meetings of the holders of the  stock
or  other securities of such  other corporation or other  entity,
or  to consent in  writing,  in  the name of the  corporation  as
such  holder,  to  any  action by such other corporation or other
entity, and  may  instruct  the person or persons so appointed as
to the manner of casting such votes or giving such consents,  and
may  execute or cause to be executed in the name and on behalf of
the corporation and under its corporate seal  or  otherwise,  all
such  written  proxies  or  other instruments as he  or  she  may
deem necessary or proper.  Any of the rights set  forth  in  this
paragraph which may be delegated to an attorney or agent may also
be  exercised  directly  by  the  chairperson  of  the  board  of
directors, the president or the vice president.

             THE SECRETARY AND ASSISTANT SECRETARIES

          37.  The  secretary  shall  attend  all sessions of the
board of  directors  and  all  meetings  of  the stockholders and
record  all votes and the minutes of all proceedings in a book to
be kept for that purpose and  shall perform like duties  for  the
standing  committees when required.  The secretary shall give, or
cause to be given, notice of all meetings of the stockholders and
special  meetings  of  the  board of directors, and shall perform
such   other  duties  as  may  be  prescribed  by  the  board  of
directors or president, under whose supervision he or  she  shall
be.   The  secretary  shall keep in safe custody, the seal of the
corporation and, when authorized by the board of directors, affix
the

<PAGE> 10

same  to  any  instrument  requiring  it and, when so affixed, it
shall  be  attested  by his signature  or by the signature of the
treasurer or an assistant secretary.

          38.  Any assistant secretaries in order of their seniority shall,
in the absence or disability of the secretary, perform the duties
and  exercise the powers of the secretary and shall perform  such
other  duties  as  the board of directors or executive  committee
shall prescribe.

             THE TREASURER AND ASSISTANT TREASURERS

          39.  The  treasurer  shall  have  the  custody  of  the
corporate funds and securities and  shall keep full and  accurate
accounts  of receipts and disbursements in books belonging to the
corporation  and  shall  deposit  all  moneys  and other valuable
effects  in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.

          40.  The  treasurer  shall  disburse  the funds  of the
corporation  as  may  be  ordered  by  the  board of directors or
executive   committee,   taking    proper   vouchers   for   such
disbursements, and shall  render to the  president and directors,
at the regular meetings of  the  board  of directors, or whenever
they may require it, an  account   of  all  his  transactions  as
treasurer  and  of  the  financial condition of the corporation.

          41.  If  required  by  the  board  of  directors,   the
treasurer  shall  give  the  corporation  a  bond (which shall be
renewed  every  six  years)  in  such sum and with such surety or
sureties as shall  be satisfactory to the board of directors  for
the faithful performance  of the duties of his office and for the
restoration   to   the   corporation,  in  case   of  his  death,
resignation, retirement, or removal from office,  of  all  books,
papers, vouchers, money and  other property of  whatever  kind in
his possession or under his control belonging to the corporation.

          42.  Any   assistant  treasurers  in the order of their
seniority  shall, in  the absence or disability of the treasurer,
perform the  duties  and exercise the powers of the treasurer and
shall perform  such  other  duties  as  the  board  of  directors
or  executive committee shall prescribe.

                      CERTIFICATES OF STOCK

          43.  The certificates of stock of the corporation shall
be certificated, numbered and entered  in  the   books   of   the
corporation  as  they are issued unless the  board  of  directors
determines by resolution that some or all classes of stock are to
be  uncertificated.   They shall exhibit the  holder's  name  and
number  of  shares and shall be signed by the president  and  the
treasurer.  If any stock certificate is signed (i) by a  transfer
agent  or an assistant transfer agent or (ii) by a transfer clerk
acting  on  behalf  of  the  corporation  and  a  registrar,  the
signature of any such officer may be facsimile.

                       TRANSFERS OF STOCK

          44.  Upon surrender to the  corporation or any transfer
agent  of  the  corporation  of  a  certificate for  shares  duly
endorsed  or  accompanied   by   proper  evidence of  succession,
assignment  or

<PAGE> 11

authority to transfer, it shall be the duty of the corporation to
issue  a  new certificate to the person entitled thereto,  cancel
the old certificate and record the transaction upon its books.

                    CLOSING OF TRANSFER BOOKS

          45.  The board  of  directors shall have power to close
the stock  transfer  books  of  the corporation for a period  not
exceeding  fifty (50)  days  preceding the date of any meeting of
stockholders or the date for payment of any dividend or the  date
for  the  allotment  of  rights  or  the  date when any change or
conversion  or  exchange of capital stock shall go into effect or
for a period of not exceeding  fifty (50) days in connection with
obtaining  the consent of stockholders for any purpose; provided,
however,  that in  lieu  of  closing the  stock transfer books as
aforesaid,  the board of directors may fix in advance a date, not
exceeding fifty  (50)  days  preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the
date  for the allotment of rights, or the date when any change or
conversion or exchange of  capital stock shall go into effect, or
a  date  in  connection  with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice
of,  and  to  vote  at,  any  such  meeting, and any  adjournment
thereof,  or entitled to receive payment of any such dividend, or
to any  such allotment of rights,  or  to  exercise the rights in
respect of  any  such  change,  conversion or exchange of capital
stock,   or  to  give   such  consent,  and  in  such  case  such
stockholders and  only such stockholders as shall be stockholders
of record on the date  so fixed  shall be entitled to such notice
of, and to vote at, such meeting and  any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment
of  rights, or to exercise  such rights, or to give such consent,
as the  case may be, notwithstanding any transfer of any stock on
the books of the  corporation after any such record date fixed as
aforesaid.

                     REGISTERED STOCKHOLDERS

          46.  The  corporation  shall  be  entitled to treat the
holder of record  of  any  share or shares of stock as the holder
in fact thereof and, accordingly, shall not be bound to recognize
any  equitable  or  other  claim  to or interest in such share or
shares on the  part of any other person, whether or not it  shall
have  express  or  other  notice  thereof,  except  as  otherwise
provided  by the laws of Delaware.

                        LOST CERTIFICATE

          47.  The  board of directors or executive committee may
direct a new  certificate  or certificates to be issued in  place
of  any  certificate  or  certificates  theretofore issued by the
corporation  alleged  to  have  been  lost  or  destroyed,   upon
making  of  an affidavit of that fact by the person claiming  the
certificate  of  stock to be lost or destroyed.  When authorizing
such issue of a new certificate  or  certificates, the  board  of
directors  or executive  committee may, in its discretion and  as
a  condition precedent to the issuance thereof, require the owner
of such lost  or  destroyed  certificate or certificates, or his,
her  or  its  legal representative, to advertise the same in such
manner as  it shall require and/or give the corporation a bond in
such sum  as  it  may  direct as indemnity against any claim that
may  be  made  against  the  corporation  with  respect  to   the
certificate  alleged to have been lost or destroyed.

<PAGE> 12


                            DIVIDENDS

          48.  Dividends   upon   the   capital   stock  of   the
corporation, subject  to  the  provisions  of  the certificate of
incorporation, if any, may be declared  by the board of directors
at  any  regular  or special meeting, pursuant to law.  Dividends
may be paid in cash,  in  property,  or  in shares of the capital
stock,  subject   to   the   provisions  of  the  certificate  of
incorporation.

          49.  Before  payment  of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum  or  sums  as  the directors from time to time, in their
absolute  discretion,  think  proper  as  a  reserve fund to meet
contingencies,  or  for equalizing dividends, or for repairing or
maintaining any  property  of  the corporation, or for such other
purpose  as  the board  of directors shall think conducive to the
interest of  the  corporation,  and  the  board  of directors may
modify or abolish any  such reserve in the manner in which it was
created.

                   DIRECTORS' ANNUAL STATEMENT

          50.  The board  of  directors  shall  present  at  each
annual meeting and when called for by vote of the stockholders at
any  special  meeting  of  the  stockholders,  a  full  and clear
statement  of  the business and condition of the corporation.

                             CHECKS

          51.  All  checks  or demands for money and notes of the
corporation  shall  be signed by such officer or officers or such
other person  or  persons as  the board of directors or executive
committee  may from time to time designate.

                           FISCAL YEAR

          52.  The  fiscal  year  shall  be  the  calendar  year,
beginning with the calendar year ending December 31, 1986.

                              SEAL

          53.  The  corporate  seal  shall have inscribed thereon
the name of the  corporation,  the  year of its organization  and
the  words  Corporate Seal, Delaware.  Said  seal  may be used by
causing it or  a  facsimile thereof to be impressed or affixed or
reproduced  or otherwise.

                           AMENDMENTS

          54.  These  bylaws  may be amended, altered or repealed
at  any  regular  meeting  of  the stockholders or at any special
meeting  of  the  stockholders  at which  a quorum is present  or
represented,   provided   notice   of   the  proposed  amendment,
alteration or repeal be contained in  the  notice of such special
meeting,  by  the  affirmative  vote  of  a majority of the stock
entitled to  vote  at  such  meeting  and  present or represented
thereat,  or  by  the  affirmative  vote  of a majority in voting
power of the  board  of  directors at  any regular meeting of the
board of directors or  at any  special

<PAGE> 13

meeting  of  the  board of  directors if notice  of  the proposed
amendment,  alteration or repeal be  contained  in  the notice of
such   special   meeting;   provided,   however, that   no change
of the time or place of the meeting for the election of directors
shall be made within sixty (60) days next before the day on which
such  meeting  is to be held, and that in case of any  change  of
such  time  or  place,  notice thereof shall  be  given  to  each
stockholder  in  person or by letter mailed  to  his  last  known
address at least twenty (20) days before the meeting is held.

                         INDEMNIFICATION

     55.   Mandatory  Indemnification of Officers and  Directors.
The  corporation shall indemnify and reimburse each director  and
officer of the corporation, and each person who is or was serving
at  the  request  of  the  corporation as  a  director,  officer,
employee  or  agent of another corporation, partnership,  limited
liability company, trust, enterprise or nonprofit entity, to  the
fullest  extent permitted by law, for and against all liabilities
and expenses imposed upon or reasonably incurred by him or her in
connection with any action, suit or proceeding in which he or she
may  be  involved  or with which he or she may be  threatened  by
reason  of his or her being or having been a director or  officer
of  the  corporation or by reason of his or her being  or  having
been,  acting  upon the request of the corporation,  a  director,
officer,  employee or agent of another corporation,  partnership,
limited liability company, trust, enterprise or nonprofit entity.
The  right  of  indemnity and reimbursement of each  such  person
shall  continue  whether or not he or she continues  to  be  such
director  or officer at the time such liabilities or expense  are
imposed upon or incurred by him or her and shall include, without
being  limited  to, attorneys' fees, court costs,  judgments  and
compromise   settlements.   The  right   of   reimbursement   for
liabilities and expenses so imposed or incurred shall include the
right  to  receive  such reimbursement in advance  of  the  final
disposition  of  any  such action, suit or  proceeding  upon  the
corporation's receipt of an undertaking by or on behalf  of  such
director  or  officer  to  repay  such  amount  if  it  shall  be
ultimately  determined  that he or she  is  not  entitled  to  be
indemnified by the corporation pursuant to law or this paragraph.
Notwithstanding  the foregoing, except as otherwise  provided  in
Section 57(e), the corporation shall be required to indemnify any
person in connection with the commencement of any action, suit or
proceeding  (or  part  thereof)  by  such  person  only  if   the
commencement  thereof was authorized in advance by the  board  of
directors.

     The  rights  of  indemnification  and  reimbursement  hereby
provided  shall  not be exclusive of other rights  to  which  any
director  or officer may be entitled.  As used in this  paragraph
the terms "director" and "officer" shall include their respective
heirs, executors and administrators.

     56.  Discretionary Indemnification; Advancement of Expenses;
Additional Provisions.

          (a)   Actions By Third Parties.  The corporation  shall
have  the right, but not the obligation, to indemnify, up to  and
including the full extent set forth in this paragraph, any person
who was or is a party, or is threatened to be made a party to, or
is  otherwise involved in, any pending or completed action,  suit
or   proceeding,  whether  civil,  criminal,  administrative   or
investigative  (other than an action by or in the  right  of  the
corporation) by reason of the fact that he or she is  or  was  an
employee  or  agent  of the corporation, or was  serving  at  the
request  of  the  corporation  as a director,  officer,  partner,
member,  trustee,  employee  or  agent  of  another  corporation,
partnership, joint

<PAGE> 14

venture, limited liability company,  trust  or   other enterprise
(whether    or   not   for    profit)    including   serving   as
Trustee  of an employee benefit plan of the corporation or  other
entity  described  in  this subparagraph, (whether  or  not  such
employee  benefit  plan  is  governed  by  ERISA),  against   all
liability,   losses,   expenses  (including   attorneys'   fees),
judgments,  fines,  and amounts paid in settlement  actually  and
reasonably incurred by him or her in connection with such action,
suit  or  proceeding if he or she acted in good faith  and  in  a
manner  he or she reasonably believed to be in or not opposed  to
the  best interest of the corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe
his  or her conduct was unlawful.  The termination of any action,
suit  or  proceeding against any such person by judgment,  order,
settlement, conviction, or upon a plea of nolo contendere or  its
equivalent, shall not, of itself, create a presumption that he or
she  did  not act in good faith and in a manner which he  or  she
reasonably believed to be in or not opposed to the best  interest
of  the corporation, and, with respect to any criminal action  or
proceeding,  had  reasonable cause to believe  that  his  or  her
conduct was unlawful.

          (b)   Actions by or on Behalf of the Corporation.   The
corporation may indemnify any person who was or is a party or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  or
she  is or was an employee or agent of the corporation, or is  or
was  serving  at  the request of the corporation as  a  director,
officer,  partner, member, trustee, employee or agent of  another
corporation,   partnership,  joint  venture,  limited   liability
company, trust or other enterprise or entity (whether or not  for
profit) against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the  defense
or  settlement of such action or suit if he or she acted in  good
faith  and in a manner he or she reasonably believed to be in  or
not opposed to the best interests of the corporation; except that
no  indemnification shall be made in respect of any claim,  issue
or  matter as to which such a person shall have been adjudged  to
be  liable to the corporation unless and only to the extent  that
the  Court of Chancery of the State of Delaware or the  court  in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably  entitled to indemnification  for  such  expenses
which  the  Court  of Chancery of the State of Delaware  or  such
other court shall deem proper.

          (c)     Authorization.    Any   indemnification   under
paragraphs 56 or 57 of these bylaws (unless ordered by  a  court)
shall  be  made  by  the corporation only as  authorized  in  the
specific case, upon a determination that indemnification  of  the
director, officer, partner, member, trustee, employee or agent is
proper  in  the  circumstances because such person  has  met  the
applicable standard of conduct set forth in paragraphs 56 or  57,
as  the  case  may be.  Such determination shall  be  made,  with
respect  to  a  person  who  is  a director  or  officer  of  the
corporation at the time of such determination: (i) by a  majority
vote  of the directors who were not parties to such action,  suit
or  proceeding,  even  though less  than  a  quorum;  (ii)  by  a
committee of such directors designated by majority vote  of  such
directors, even though less than a quorum; (iii) if there are  no
such  directors, or if such directors so direct,  by  independent
legal counsel in written opinion; or (iv) by the stockholders.

          (d)   Expense Advance.  Expenses (including  attorneys'
fees) incurred by present or former directors or officers of  the
corporation  in defending any civil, criminal, administrative  or

<PAGE> 15

investigative  action, suit or proceeding  may  be  paid  by  the
corporation  in advance of the final disposition of such  action,
suit or proceeding upon receipt of an undertaking by or on behalf
of  such  person to repay such amount, if it shall ultimately  be
determined  that he or she is not entitled to be  indemnified  by
the  corporation  as authorized in these bylaws.   Such  expenses
(including attorneys' fees) incurred by other employees or agents
of the corporation may be so paid upon such terms and conditions,
if any, as the corporation deems appropriate.

          (e)   Claims by Directors and Officers.  If a claim for
indemnification  or  advancement of expenses  under  Sections  56
and/or  Section  57 is not paid in full within thirty  (30)  days
after  a  written  claim  therefor  has  been  received  by   the
corporation   from  a  person  entitled  to  indemnification   or
advancement,  such  person may file suit to  recover  the  unpaid
amount  of  such claim and, if successful in whole  or  in  part,
shall  be  entitled  to be paid the expense of  prosecuting  such
claim.   In any such action the corporation shall have the burden
of  proving  that  such person is not entitled to  the  requested
indemnification or advancement of expenses under applicable law.

          (f)     Nonexclusivity.    The   indemnification    and
advancement  of  expenses provided by, or  granted  pursuant  to,
these bylaws shall not be deemed exclusive of any other rights to
which  those  seeking indemnification or advancement of  expenses
may  be  entitled  under any statute, bylaw, agreement,  vote  of
stockholders, disinterested directors or otherwise,  both  as  to
action  in  an  official capacity and as  to  action  in  another
capacity while holding such office, and shall continue  as  to  a
person who has ceased to be a director, officer, partner, member,
trustee, employee or agent and shall inure to the benefit of  the
heirs, executors and administrators of such a person.

          (g)   Insurance.  The corporation shall have the  power
to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director, officer, partner, member, trustee, employee or agent of
another   corporation,   partnership,  joint   venture,   limited
liability company, trust or other enterprise or non-profit entity
against any liability asserted against, and incurred by,  him  or
her in any such capacity, or arising out of his or her status  as
such,  whether  or not the corporation would have  the  power  to
indemnify such person against such liability under the provisions
of   these  bylaws  or  Section  145  of  the  Delaware   General
Corporation Law.

          (h)  "The Corporation."  For the purposes of paragraphs
56  or  57 of these bylaws references to "the corporation"  shall
include,  in  addition to the resulting corporation and,  to  the
extent  that  the board of directors of the resulting corporation
so   decides,   any   constituent  corporation   (including   any
constituent  of  a  constituent) absorbed in a  consolidation  or
merger which, if its separate existence had continued, would have
had  power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director,
officer,  employee or agent of such a constituent corporation  or
is  or was serving at the request of such constituent corporation
as director, officer, partner, member, trustee, employee or agent
of  another  corporation,  partnership,  joint  venture,  limited
liability  company,  trust  or  other  enterprise  or  non-profit
entity, shall stand in the same position under the provisions  of
these   bylaws  with  respect  to  the  resulting  or   surviving
corporation  as  he or she would have had with  respect  to  such
constituent corporation if its separate existence had continued.

<PAGE> 16


          (i)     Other   Indemnification.    The   corporation's
obligation, if any, to indemnify any person who was or is serving
at  its request as a director, officer, partner, member, trustee,
employee  or  agent  of another corporation,  partnership,  joint
venture, limited liability company, trust or other enterprise  or
non-profit entity shall be reduced by any amount such person  may
collect   as   indemnification  from  such   other   corporation,
partnership, joint venture, limited liability company,  trust  or
other enterprise or non-profit entity or from insurance.

          (j)  Other Definitions.  For purposes of paragraphs  56
or  57  of  these bylaws references to "other enterprises"  shall
include  employee  benefit  plans; references  to  "fines"  shall
include any excise taxes assessed on a person with respect to  an
employee benefit plan; and references to "serving at the  request
of  the  corporation" shall include any service  as  a  director,
officer,  partner,  member, trustee, employee  or  agent  of  the
corporation  which  imposes duties on, or involves  services  by,
such  director, officer, partner, member, trustee,  employee,  or
agent with respect to an employee benefit plan, its participants,
or  beneficiaries; and a person who acted in good faith and in  a
manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan  shall
be  deemed  to have acted in a manner "not opposed  to  the  best
interests of the corporation" as referred to in these bylaws.

          (k)      Continuation    of    Indemnification.     The
indemnification  and  advancement of  expenses  provided  by,  or
granted   pursuant  to,  these  bylaws  shall,  unless  otherwise
provided when authorized or ratified, continue as to a person who
has  ceased to be a director, officer, officer, partner,  member,
trustee, employee or agent and shall inure to the benefit of  the
heirs, executors and administrators of such a person.

          (l)   Amendment  or Repeal.  Neither the amendment  nor
repeal of paragraphs 56 or 57 of these bylaws nor the adoption of
any  provision  of the corporation's Certificate of Incorporation
inconsistent  with  paragraphs 56 or 57  of  these  bylaws  shall
reduce,  eliminate  or adversely affect any right  or  protection
hereunder  of  any  person in respect  of  any  act  or  omission
occurring prior to the effectiveness of such amendment, repeal or
adoption.

<PAGE> 17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN, 2005 AMENDMENT AND RESTATEMENT DATED MARCH 6, 2006
<TEXT>


                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2005 AMENDMENT AND RESTATEMENT


<PAGE>




                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2005 AMENDMENT AND RESTATEMENT

                        TABLE OF CONTENTS





ARTICLE I. PURPOSE AND BACKGROUND                              1
ARTICLE II. DEFINITIONS                                        1
 2.1.   Accrued Benefit                                        1
 2.2.   Actuarial Equivalent                                   1
 2.3.   Actuarial Value                                        2
 2.4.   Board                                                  2
 2.5.   Change of Control                                      2
 2.6.   Code                                                   3
 2.7.   Committee                                              3
 2.8.   Company                                                3
 2.9.   Covered Compensation                                   3
 2.10.  Disability Retirement Date                             3
 2.11.  Early Retirement Date                                  3
 2.12.  Earnings                                               3
 2.13.  Effective Date                                         4
 2.14.  Executive Deferred Compensation Plan                   4
 2.15.  Eligible Spouse                                        4
 2.16.  Final Average Earnings                                 4
 2.17.  Inactive Participant                                   4
 2.18.  Interest Rate                                          4
 2.19.  Investment Option Plan                                 4
 2.20.  Key Participant                                        4
 2.21.  Nonqualified Deferred Compensation Plan                4
 2.22.  Normal Retirement Date                                 4
 2.23.  Participant                                            5
 2.24.  Participation Date                                     5
 2.25.  Pension Plan                                           5
 2.26.  Plan                                                   5
 2.27.  Plan Administrator                                     5
 2.28.  Plan Year or Year                                      5
 2.29.  Related Company                                        5
 2.30.  Separation Date                                        5
 2.31.  Separation from Service                                5
 2.32.  Years of Service                                       5
 2.33.  Years of Accrual Service                               5
ARTICLE III. PARTICIPATION                                     5
 3.1.   Participation Date                                     5
 3.2.   Cessation of Participation                             6
 3.3.   Inactive Participants                                  6
 3.4.   Participation not Contract of Employment               6

<PAGE>

ARTICLE IV. RETIREMENT BENEFITS                                6
 4.1.   Determination of Accrued Benefit                       6
 4.2.   Early Retirement Accrued Benefit                       8
ARTICLE V. PAYMENT OF BENEFITS                                 8
 5.1.   Fully Vested Benefits                                  8
 5.2.   Forfeitures                                            8
 5.3.   Commencement of Payment                                8
 5.4.   Method of Payment                                      9
 5.5.   Participant Elections of Method of Payment            11
 5.6.   Participant Elections of Payment Date                 12
 5.7.   Death Benefit                                         12
 5.8.   Determination of Beneficiary                          12
ARTICLE VI. FUNDING                                           13
 6.1.   Unfunded Plan                                         13
ARTICLE VII. WITHHOLDING OF TAXES                             13
 7.1.   Tax Withholding                                       13
ARTICLE VIII. PLAN ADMINISTRATOR                              13
 8.1.   Membership and Authority                              13
 8.2.   Delegation                                            14
 8.3.   Information to be Furnished                           14
 8.4.   Plan Administrator's Decision Final                   14
 8.5.   Remuneration and Expenses                             14
 8.6.   Indemnification of Committee Member                   14
 8.7.   Resignation or Removal of Committee Member            14
 8.8.   Interested Committee Member                           15
ARTICLE IX. CLAIMS PROCEDURE                                  15
 9.1.   Claim                                                 15
 9.2.   Denial of Claim                                       15
 9.3.   Review of Claim                                       15
 9.4.   Final Decision                                        15
ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN              15
 10.1.  Board                                                 15
 10.2.  Deemed Amendment                                      16
ARTICLE XI. MISCELLANEOUS                                     16
 11.1.  Captions                                              16
 11.2.  Company Action                                        16
 11.3.  Company Records                                       16
 11.4.  Evidence                                              16
 11.5.  Gender and Number                                     16
 11.6.  Governing Law                                         16
 11.7.  Nonassignability                                      16
 11.8.  Participant Cooperation                               17
 11.9.  Successors                                            17
 11.10. Unsecured General Creditor                            17
 11.11. Validity                                              17
 11.12. Waiver of Notice                                      17

<PAGE> ii

ADDENDUM A - PARTICIPANTS                                     17
ADDENDUM B - PRIOR CASH PAYMENTS                              19
ADDENDUM C - PRE-1997 FROZEN BENEFITS                         21
ADDENDUM D - PARTICIPANTS WITH INDIVIDUAL SERP AGREEMENTS     22

<PAGE> iii

                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2005 AMENDMENT AND RESTATEMENT


                           ARTICLE I.
                     PURPOSE AND BACKGROUND

     Seaboard  Corporation (the "Company") adopted  the  Seaboard
Corporation Executive Retirement Plan effective January 1,  1994,
which  plan  was  restated and amended in its entirety  effective
January  1,  1997,  and was again amended  and  restated  in  its
entirety  effective  November 5, 2004.  The  Company  now  hereby
again  amends  and restates said plan in its entirety,  effective
January  1,  2005 (the "Effective Date"), and the  name  of  said
amended  and  restated  plan shall be the  "Seaboard  Corporation
Executive  Retirement Plan 2005 Amendment and  Restatement"  (the
"Plan").

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

     The purpose of this amendment and restatement of the Plan is
to   coordinate   the   Plan  provisions  with   other   deferred
compensation arrangements sponsored by the Company.  The  purpose
of  this amendment and restatement of the Plan also is to satisfy
the requirements of Section 409A of the Internal Revenue Code  of
1986,  as  amended,  and  the  Plan  shall  be  interpreted   and
administered  in  a  manner consistent  with  this  intent.   The
provisions of this amended and restated Plan shall apply  to  all
Participants  in  the  Plan who separate from  service  with  the
Company  on  or  after  the Effective Date (except  as  otherwise
provided on Addendum A attached hereto).  The benefits under  the
Plan  of  all  Participants who separate from  service  with  the
Company prior to the Effective Date will be determined based upon
the  provisions  of  the  Plan in effect  at  the  time  of  such
Separation from Service (except as otherwise provided on Addendum
A attached hereto).

                           ARTICLE II.
                           DEFINITIONS

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

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

     2.2. Actuarial Equivalent  means a form of benefit differing
in  time,  period  or  manner of payment from a specified payment
form,  but  having  equivalent  value  when   computed  using  an

<PAGE>

interest   rate   of  8%  per  year  compounded  annually and the
1983 Group Annuity Mortality  Table. It is  the  intent  that  at
all  times  reasonable actuarial assumptions be used to determine
an actuarial equivalent form  of benefit hereunder.  Accordingly,
the  Committee  is  authorized  to amend  the  Plan to change the
actuarial assumptions  under  this Section 2.2 at any time deemed
advisable by the Committee  based upon the  advice of the actuary
providing actuarial services  to the Plan.

     2.3. Actuarial Value means  the lump sum equivalent value of
a Participant's Accrued Benefit  payable at his Normal Retirement
Date and determined  by using (a) the annual interest rate on 30-
year Treasury securities as  specified  by  the  Commissioner for
the month of  November preceding  the  Plan Year in which payment
to the Participant  is  made,  and  (b)  the applicable mortality
table  used  for  purposes of satisfying the requirements of Code
Section 417(e).

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

     2.5. Change of Control  means  an event or transaction which
results in one or more  of the  following and which constitutes a
change in the ownership  or  effective  control  of  the Company,
or in  the  ownership  of  a  substantial  portion  of the assets
of the  Company,  within  the meaning of Code Section 409A:

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

     (b)  The  sale  to  an unrelated person or entity of Company
          assets  that  have  a  total gross fair market value of
          more than eighty-five percent  (85%) of the total gross
          fair market value of all of the  assets  of the Company
          immediately prior to such sale;

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

     (d)  The  acquisition by any person or entity (other than by
          any  descendant  of  Otto Bresky,  Senior  or any trust
          established primarily for the benefit of any descendant
          of Otto Bresky,  Senior  or any other related person or
          entity) of more than fifty  percent (50%) of either the
          membership interests or the combined  voting  power  of
          Seaboard Flour, LLC.

For  purposes of determining whether there has been a  Change  of
Control  under  this  Section 2.5, the attribution  of  ownership
rules  under Code Section 318(a) shall apply.  Also for  purposes
of  determining  whether  there has been  a  Change  of  Control,
"Company"  means only Seaboard Corporation and any successors  to
the business of Seaboard Corporation.

<PAGE> 2

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

     2.7. Committee  means  the  committee,  if any, appointed to
administer this  Plan pursuant to Article VIII.

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

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

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

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

     2.12. Earnings  with  respect to  any particular Year means:
(a) the total salary  and  bonus received by the Participant from
the Company for the Participant's  services during such Year; (b)
the  amount  of  any  elective   contributions   made  by     the
Participant  in  such  Year  pursuant to a plan maintained by the
Company where such amount is  not  includable in  gross income in
such Year under the provisions  of  Code  Sections 125, 401(k) or
132(f);  (c)  the  amount   of  the  compensation  reduction of a
Participant  effective  for  such  Year  under   the   Investment
Option  Plan; (d) the amount  of  the Participant's  compensation
otherwise payable to the Participant in such Year that is instead
deferred  and  credited  to  an  account for  the  benefit of the
Participant  with  respect  to  such  Year  under  the  Executive
Deferred   Compensation   Plan;  (e)  the amount  of any  Company
discretionary    contribution    attributable    to   such   Year
that is credited to an account for the benefit of the Participant
under  the  Executive Deferred Compensation  Plan;  and  (f)  the
amount  credited to an account for the benefit of the Participant
pursuant to a deferral election of the Participant applicable for
such Year under the Nonqualified Deferred Compensation Plan.

      Earnings  with  respect to any particular  Year  shall  not
include:  (a) reimbursements or other expense allowances,  fringe
benefits   (cash  and  noncash),  moving  expenses  and   welfare
benefits,  whether  or  not taxable to the Participant;  (b)  any
benefits  of  the  Participant accrued or paid  under  this  Plan
whether  before  or  after the Effective  Date;  (c)  any  amount
received  upon  the  exercise  of  an  option  granted   to   the
Participant  under the Investment Option Plan;  (d)  any  amounts
credited  to  an account for the benefit of the Participant,  and
any  amounts  paid  with respect to any such account,  under  the
Executive   Deferred  Compensation  Plan,  except   the   amounts
described  in  clauses (d) and (e) of the preceding paragraph  of
this Section 2.12; (e) any amounts credited to an account for the
benefit of the Participant, and any amounts paid with respect  to
any  such  account, under the Nonqualified Deferred  Compensation
Plan,  except the amount described in clause (f) of the preceding
paragraph of this Section 2.12; (f) any amounts accrued  or  paid
with  respect to the Participant under any individual  retirement
arrangement

<PAGE> 3

identified on Addendum D; and (g) any benefits of the Participant
accrued or paid under any retirement plan  qualified  under  Code
Section  401(a), except any  elective  contributions described in
clause  (b)  of the preceding  paragraph  of  this Section 2.12.

     2.13. Effective  Date means the effective date of this Plan,
which is January 1, 2005.

     2.14. Executive  Deferred  Compensation   Plan   means   the
Seaboard  Executive  Deferred  Compensation  Plan,   adopted   by
Seaboard  Corporation   effective  January  1,  1999,   as   most
recently amended and restated effective January 1, 2005,  and  as
hereafter amended from time to time.

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

     2.16. Final  Average  Earnings  has the same meaning as such
term has in the Pension Plan at the applicable date (which is the
Participant's Separation  Date  for  purposes  of determining the
Participant's  vested  Accrued  Benefit  upon   Separation   from
Service), except that Final Average Earnings  will  be determined
by using the definition of Earnings set forth herein.

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

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

     2.19. Investment Option Plan means  the Seaboard Corporation
Investment Option Plan, adopted by Seaboard Corporation effective
December 1, 2000,  as  amended from time to time.  The Investment
Option Plan is now frozen.

     2.20. Key Participant means a Participant who is a specified
employee  within  the   meaning of Code Section 409A (generally a
specified employee  for this purpose is a key employee as defined
in Code Section 416(i)  but without regard to Code Section 416(i)
(5)).

     2.21. Nonqualified Deferred Compensation Plan    means   the
Seaboard   Corporation  Nonqualified Deferred Compensation  Plan,
adopted  by Seaboard  Corporation  effective   September 1, 2005,
and as hereafter amended from time to time.

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

<PAGE> 4

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

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

     2.25. Pension  Plan  means  the Seaboard Corporation Pension
Plan, a retirement  plan qualified under  Code Section 401(a) and
sponsored  by Seaboard Corporation, as amended from time to time.

     2.26. Plan  means   the   Seaboard   Corporation   Executive
Retirement  Plan  2005  Amendment  and  Restatement  as set forth
herein and as amended from time to time.

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

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

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

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

     2.31. Separation from Service means  ceasing  to be employed
by the Company  or  any  Related  Company   for  any  reason, and
having  a  separation  from  service  within  the meaning of Code
Section 409A.

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

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

                          ARTICLE III.
                          PARTICIPATION

     3.1. Participation Date.  All  persons  who are Participants
immediately prior to  the Effective Date will remain Participants
as of the  Effective  Date,  and  the   Participation Date of any

<PAGE> 5

such Participant is that  date prior to  the  Effective Date that
he became a Participant.   An  employee of the Company who is not
a Participant on the Effective Date, and who is determined by the
President or a  Senior  Vice  President  of  the  Company to be a
member of a  select  group  of management or  highly  compensated
employees,  will  become   a Participant if he is designated as a
Participant by the President or a  Senior  Vice  President of the
Company.   Such  employee's   Participation Date will be the date
specified by the President or a  Senior  Vice  President  of  the
Company.   Commencement  of  participation does not guarantee any
Participant  continued  active  participation  hereunder.   Those
employees who are Participants  in the Plan  as  of the Effective
Date  of  this  2005  amendment  and  restatement  are  listed on
Addendum A attached hereto.

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

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

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

                           ARTICLE IV.
                       RETIREMENT BENEFITS

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

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

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

<PAGE> 6

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

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

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

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

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

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

<PAGE> 7

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

                           ARTICLE V.
                       PAYMENT OF BENEFITS

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

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

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

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

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

     (e)  A Change of Control.

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

     5.3. Commencement of Payment.   If  the Participant's vested
Accrued   Benefit   is   paid    in  the form  of  an  annuity as
hereinafter provided, then payment  will commence   as   soon  as
practical  after  the  later   of   the  Participant's Separation
Date or the date the Participant attains    age  sixty-two  (62);
provided, however, if  the  Participant is eligible  for an early
retirement benefit as provided in Section 4.2, then  payment will
commence   as   soon   as  practical  following the  later of the
Participant's     Separation     Date     or   the    date    the
Participant  attains age 55, or at such later date as  applicable
under  Section 5.6.  If the Participant's vested Accrued  Benefit
is  paid in the form of a lump sum as hereinafter provided,  then
payment  will  be  made  as  soon  as  practical  following   the
Participant's Separation from Service, or, if applicable, as soon
as  practical after a Change of Control, or at such later date as
applicable  under  Section  5.6.   If  the  Participant's  vested
Accrued

<PAGE> 8

Benefit    is    paid    in    the    form  of  installments   as
hereinafter  provided,  then payment will  commence  as  soon  as
practical following the Participant's Separation from Service, or
at   such   later   date   as  applicable  under   Section   5.6.
Notwithstanding the preceding provisions of this Section  5.3  or
any  other provisions of the Plan to the contrary, payment of the
vested  Accrued  Benefit of a Key Participant  that  is  made  on
account of the Key Participant's Separation from Service will not
commence  prior to the earlier of (a) the date which is  six  (6)
months  after the date of  the Key Participant's Separation  from
Service,   or  (b)  the  death  of  the  Key  Participant.    The
restriction in the preceding sentence will not apply to a payment
to  a  Key  Participant that is made on account of  a  Change  of
Control.

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

     (a)  Lump  Sum Payment: A lump sum payment is a single  cash
          payment  in an  amount equal  to the Actuarial Value of
          the  Participant's vested Accrued Benefit determined as
          of   the   payment   date;   provided,  however, if the
          Participant is eligible to  receive an early retirement
          benefit under Section 4.2, then the  amount of a single
          lump sum payment to the Participant will equal      the
          present value determined as of the payment date  of the
          Participant's  early  retirement  benefit under Section
          4.2  payable  in  the  form  of  a  single life annuity
          commencing on the payment  date and determined by using
          the interest and mortality tables  then  applicable for
          purposes   of   determining   Actuarial   Value.    The
          Participant's  vested  Accrued  Benefit  will always be
          paid in a  lump  sum  payment if as of the commencement
          date determined under  Section 5.3 the dollar amount of
          the lump sum payment is less  than  or equal to the sum
          of $50,000.  Subject  to  the  Participant's  right  to
          elect another method of payment under  Section 5.5, the
          Participant's vested Accrued Benefit also will  be paid
          in the form of a lump sum payment if the  date  of  the
          Participant's  Separation  from  Service is on or after
          the later of (i) November 4, 2009,  or  (ii)  five  (5)
          years after the Participant's Participation Date. Also,
          if not otherwise paid in   a lump sum payment under the
          provisions of the preceding  sentence,  and  subject to
          the Participant's right to elect another      method of
          payment under  Section 5.5,  the  Participant's  vested
          Accrued Benefit will be paid in a lump sum  payment  if
          the  Participant is involuntarily terminated, or if the
          Participant's Separation Date is on or after his Normal
          Retirement Date.   A   Participant's   vested   Accrued
          Benefit will always be paid in a lump sum upon a Change
          of Control whether or not the Participant    then has a
          Separation from Service.  If a Change of Control occurs
          after a  Participant  has had a Separation from Service
          and  has commenced to receive payment in the form of an
          annuity, then the lump sum payment to be made under the
          preceding sentence  shall be  in an amount equal to the
          Actuarial Value of the  Participant's   unpaid  annuity
          determined as of the date of the lump sum payment;

     (b)  Installment   Payments:   Installment payments are five
          annual payments in a five-consecutive-year period.  The
          principal amount  of each payment is equal to one fifth
          of the amount that would be  paid to the Participant on
          the date the installment payments  commence  if instead
          the payment on that date were a lump

<PAGE> 9

          sum   payment as determined under Section 5.4(a).  Each
          installment   payment will also include interest on the
          aggregate amount of the  unpaid installments determined
          by applying the Interest Rate.  If  the Participant  is
          eligible to receive his vested Accrued Benefit   in the
          form  of  a  lump  sum, and if the dollar amount of the
          lump  sum  payment  determined  under Section 5.4(a) is
          greater than the sum of $50,000, then the Participant's
          benefit payment will be made in the form of installment
          payments if elected by the  Participant  in  accordance
          with the provisions of Section 5.5.

     (c)  Annuity Payment:  An  annuity is payment  in one of the
          forms  described  in  the  subparagraphs  under    this
          paragraph (c) that is   the Actuarial Equivalent of the
          Participant's   vested   Accrued   Benefit.    If   the
          Participant   is   not  eligible  to receive his vested
          Accrued Benefit in the form of a lump sum payment under
          the provisions of the preceding paragraph (a), then the
          Participant's   vested  Accrued Benefit will be paid in
          the   form   o f  either  the  annuity   described   in
          subparagraph (i) below, or the  annuity  described   in
          subparagraph (ii) below, whichever  applicable.  If the
          Participant is eligible to receive his vested   Accrued
          Benefit  in  the form of a lump sum, and if the payment
          in  a  lump  sum  is  not mandatory hereunder, then the
          Participant's  benefit  payment  will be made in one of
          the   annuity   forms   described   in  the   following
          subparagraphs   if   elected   by   the  Participant in
          accordance with the provisions of Section 5.5; provided,
          however,  if  the Participant has an Eligible Spouse at
          the  time  the  election is made and elects a joint and
          survivor annuity payment, but does not have an Eligible
          Spouse  at  the  time  benefit  payments commence, then
          benefit payments will be made in  the  form of a single
          life  annuity  unless  the  Participant elects a single
          life  annuity  with  a  ten  (10)  year term certain in
          accordance with the provisions of Section 5.5.

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

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

<PAGE> 10

          benefit commences, then payment of  the   Participant's
          vested Accrued  Benefit  will  be  in the form of a 50%
          joint and survivor annuity.

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

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

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

     5.5. Participant   Elections   of   Method  of Payment.    A
Participant may elect a method of  payment  of  the Participant's
vested  Accrued  Benefit  other  than  the  method  provided   in
the Plan; provided, however, a Participant's  method  of  payment
election will not be effective if a different  method of  payment
is mandatory under the provisions of  the  Plan.   A   method  of
payment  election must be  made  in accordance with subparagraphs
(a)  and (b) of this Section  5.5.   A method of payment election
must be made on a form provided by the Committee  and will not be
validly made until delivered to the Committee.

     (a)  Initial Elections:  An Employee who is a Participant in
          the  Plan  on  December 31, 2006, must make the initial
          method of  payment  election  on or before December 31,
          2006; provided, however,  in  no event  may a method of
          payment election made in  2006 either (i) result in the
          deferral to a subsequent Year of  the  payment  of  any
          amount otherwise to be paid in 2006, or (ii) accelerate
          to 2006 a payment otherwise to be made in a later Year.
          An Employee who becomes a Participant after December 31,
          2006,  must make the  method of  payment election on or
          before the  Employee's   Participation   Date.      Any
          Participant who does not  elect  a method of payment is
          deemed to have elected the method otherwise provided in
          the Plan.

     (b)  Subsequent Elections:  Except  as hereafter provided in
          this  subparagraph  (b),  a  Participant's   method  of
          payment election is  irrevocable.  If a Participant has
          elected in accordance with the  provisions   of     the
          preceding subparagraph (a) of this Section 5.5 that the
          method  of  payment of the Participant's vested Accrued
          Benefit   will   be  an  annuity, and if payment of the
          Participant's  vested  Accrued  Benefit in a particular
          method of payment is not  mandatory,  then  at any time
          prior   to   the  time the first annuity payment to the
          Participant is made, the Participant

<PAGE> 11

          may elect to change the form of annuity to another form
          of   annuity   provided   under   the   provisions   of
          subparagraph  (c)  of Section 5.4.  Such election shall
          be  made  by  an  instrument  in  writing signed by the
          Participant and delivered to the Committee

     5.6. Participant Elections of Payment Date.    A Participant
may elect that the Participant's vested Accrued Benefit  be paid,
or that payment commence, on a date later  than  the payment date
otherwise provided in the Plan.  A Participant's  payment    date
election under this Section  5.6  is  irrevocable.    However,  a
Participant's  payment date  election  will  not be effective  if
a    different   payment   date  or payment  commencement date is
mandatory   under   the   provisions   of Section 5.3.  A payment
date  election by the Participant must be made on a form provided
by  the Committee and will not be validly made until delivered to
the  Committee.  An Employee who is a Participant in the Plan  on
December  31,  2006, must make the payment date  election  on  or
before  December 31, 2006; provided, however, in no event  may  a
payment  date  election made in 2006 either  (i)  result  in  the
deferral  to  a  subsequent Year of the  payment  of  any  amount
otherwise  to  be  paid  in 2006, or (ii) accelerate  to  2006  a
payment  otherwise to be made in a later Year.  An  Employee  who
becomes  a  Participant  after December 31,  2006,  must  make  a
payment  date  election on or before the Employee's Participation
Date.   Any Participant who does not make a payment date election
as  described in this subparagraph will be deemed to have elected
the payment date provided in the Plan.

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

     5.8. Determination of Beneficiary.   Each  Participant  from
time to time may designate any person or persons,  trust,  estate
or charitable institution  (who  may be designated   concurrently
or   contingently)   to   whom   the Participant's vested Accrued
Benefit under the Plan will be paid if the Participant dies prior
to the payment or commencement of payment  of  the  Participant's
Accrued    Benefit  or   if   the   Participant   dies  after the
commencement      of      payment      in      the     form    of
a single life annuity with a ten (10) year term certain or in the
form  of  installments  and  prior  to  the  completion  of  such
guaranteed  payments or installments.  A beneficiary  designation
will  be  effective  only  if filed  in  writing  with  the  Plan
Administrator  while the

<PAGE> 12

Participant is alive.  The Participant's  beneficiary will be the
beneficiary designated on the  last  such    written  designation
filed  by  the  Participant  prior  to  the Participant's death.

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

                           ARTICLE VI.
                             FUNDING

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

                          ARTICLE VII.
                      WITHHOLDING OF TAXES

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

                          ARTICLE VIII.
                       PLAN ADMINISTRATOR

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

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

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


<PAGE> 13

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

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

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

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

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

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

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

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

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

<PAGE> 14

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

                           ARTICLE IX.
                        CLAIMS PROCEDURE

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

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

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

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

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

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

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

                           ARTICLE X.
              AMENDMENTS OR TERMINATION OF THE PLAN

     10.1. Board.  The Board may, at any time or times, amend the
Plan,  pursuant  to  written  resolution  adopted  by  the Board;
provided, however, no amendment  shall  be  effective to decrease
the  amount  of  any  Participant's  Accrued  Benefit  which,  at
the time  of  the amendment,  was  fully vested hereunder, unless
the  Participant agrees to such amendment,  and no amendment  may
relieve  the  Company  of  its obligation under Article VI unless
all of the Participants agree to such amendment.  The  Board may,
at  any  time,  terminate the Plan by written resolution  adopted
by  the Board.  In the  event  the  Board  terminates  the  Plan,
all Participants  who  are  employees of

<PAGE> 15

the  Company   or   a   Related   Company   at  the  time of such
termination, will become fully vested  in their Accrued Benefits.
Any payment hereunder will be made as provided  herein regardless
of  the  Plan  termination.   In  addition  to   the    preceding
amendment  authority  of  the  Board,   the  appropriate officers
of the Company are authorized to  amend  the  Plan  from  time to
time as they deem advisable for  purposes  of complying  with any
provisions of the Internal Revenue Code and Treasury  Regulations
and any other guidance issued by the Secretary  of  the Treasury,
and the Committee is  authorized to amend the Plan as provided in
Section 2.2.

     10.2. Deemed Amendment.    The Secretary of the Treasury has
been directed by the United States  Congress to adopt regulations
for the interpretation  and   application   of Code Section 409A.
Proposed regulations have been  issued  as  of  the   date of the
adoption   of   this   amended   and  restated   Plan.  It is the
Company's   intention   to   amend  the  Plan to  comply with the
requirements   applicable   to  the Plan under the Code  and such
regulations    and    other    guidance   as   authorized   under
the   last  sentence  of  Section  10.1.   To  the  extent  final
regulations require a further amendment to the Plan,  then  until
such  time  the  Plan is actually so amended, the Plan  shall  be
deemed  to be amended to the extent necessary to be in compliance
with  such  requirements and the Plan shall  be  interpreted  and
administered accordingly.

                           ARTICLE XI.
                          MISCELLANEOUS

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

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

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

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

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

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

     11.7. Nonassignability.  Neither a Participant nor any other
person shall have any right  to  commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber,

<PAGE> 16

hypothecate    or     convey     in     advance     of     actual
receipt  the  amounts,  if any, payable hereunder,  or  any  part
thereof, which are, and all rights to which are, expressly hereby
declared to be unassignable and nontransferable.  No part of  the
amounts  payable shall, prior to actual payment,  be  subject  to
seizure  or  separation for the payment of any debts,  judgments,
alimony  or  separate maintenance owed by a  Participant  or  any
other  person,  nor be transferable by operation of  law  in  the
event  of  a  Participant's  or another  person's  bankruptcy  or
insolvency.

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

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

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

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

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

     The  Company hereby agrees to the provisions of  this  Plan,
and, in Witness Thereof, the Company causes this Agreement to be,
executed on this 6th day of March, 2006.



                                        SEABOARD CORPORATION



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

<PAGE> 17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>SEABOARD CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN DATED DECEMBER 29, 2005
<TEXT>











                      SEABOARD CORPORATION
              EXECUTIVE DEFERRED COMPENSATION PLAN









                     AS AMENDED AND RESTATED
                    EFFECTIVE JANUARY 1, 2005










<PAGE>




                       SEABOARD CORPORATION
              EXECUTIVE DEFERRED COMPENSATION PLAN



                            ARTICLE I

                  HISTORY, PURPOSE AND EFFECTIVE DATE


     1.01   History   and    Purpose.    Seaboard     Corporation
(the "Company") established the  Seaboard  Corporation  Executive
Deferred    Compensation    Plan    ( the   "Plan")     effective
January 1, 1999.   The   primary   purpose  of  the  Plan  is  to
provide  for the mandatory deferral on a pre-tax basis of  salary
and  bonus  payable with respect to a particular Year to  certain
designated Executives whose Compensation for the Year exceeds the
maximum   allowable  deductible  amount  of  compensation   under
Section  162(m) of the Internal Revenue Code of 1986, as  amended
(the  "Code") and Treasury Regulations thereunder.  The  Plan  is
intended  to  constitute an unfunded "top hat" arrangement  under
Title  I  of the Employee Income Retirement Security Act of  1974
(as amended) ("ERISA").

     1.02  Effective  Date.  The Plan is a nonqualified  deferred
compensation plan within the meaning of Section 409A of the Code.
Accordingly,  the  Plan is hereby amended and restated  effective
January 1, 2005 for the purpose of satisfying the requirements of
Section  409A  of the Code, and the Plan shall be  construed  and
administered accordingly.  This amended and restated Plan applies
only  to amounts deferred under the Plan after December 31, 2004.
The  Plan as in effect on December 31, 2004, (which has not  been
amended  since  its original effective date of January  1,  1999)
will  continue to apply to amounts deferred under  the  Plan  and
vested  as  of  December  31, 2004,  and  earnings  thereon.   An
Executive  who was participating in the Plan as of  December  31,
2004,  shall continue to participate in this amended and restated
Plan until the Board designates otherwise.

                           ARTICLE II

                           DEFINITIONS

     2.01 Account   or  Account  Balance.  "Account" or  "Account
Balance" shall mean with respect to an Executive the sum  of  his
Annual   Deferral   Amounts   and  Company  Contribution  Amounts
designated  on his  behalf, if  any,  as  adjusted for Investment
Return,  and reduced  by  distributions  hereunder.  This Account
shall  be  a bookkeeping  entry only and shall be utilized solely
as  a device for the measurement and determination of the amounts
to be  paid to an Executive pursuant to this Plan.

     2.02 Annual Deferral Amount.  "Annual Deferral Amount" shall
mean  that portion  of an Executive's  salary or bonus for a Year
which is  deferred  pursuant  to  this Plan.  In  the event of an
Executive's Separation from Service prior  to the  end of a Year,
the  Annual  Deferral  Amount

<PAGE>

for  such Year shall be the actual
amount, if any, deferred prior to the Executive's Separation from
Service.

     2.03 Beneficiary.   "Beneficiary"   shall  mean  the person,
persons, estate or other legal entity of, or  established  by, an
Executive entitled to receive any benefits under this Plan in the
event of the Executive's death.

     2.04 Board. "Board" shall mean the Board of Directors of the
Company.

     2.05 Change in Control. "Change  in Control" shall mean with
respect to any Executive an event or transaction which results in
one or  more  of  the following and which constitutes a change in
control event within the meaning of Code Section 409A:

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

          (b)  the   sale  to  an  unrelated  person or entity of
Company assets that have a total gross fair  market value of more
than eighty-five  percent (85%) of  the total gross  fair  market
value of all of the  assets of  the  Company immediately prior to
such sale; or

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

          (d)  the  acquisition  by  any  person or entity (other
than  by  any  descendant  of  Otto Bresky,  Senior  or any trust
established  primarily for  the  benefit  of  any  descendant  of
Otto  Bresky, Senior  or  any  other related person or entity) of
more than fifty percent (50%) of either the membership  interests
or  the combined voting power of Seaboard Flour, LLC.

     For  purposes of determining whether there has been a Change
in  Control under this Section 2.05, the attribution of ownership
rules under Code Section 318(a) shall apply.

     2.06 Code. "Code" shall mean  the  Internal  Revenue Code of
1986, as may be amended from time to  time,  and  final  Treasury
Regulations issued thereunder.

     2.07 Company. "Company" shall mean Seaboard Corporation and,
for  purposes  of  all  references  herein   to  an   Executive's
Compensation  or  his  employer's  deduction, shall include every
member of  the  Company's  affiliated  group, as determined under
Section 1504 of the Code.

<PAGE> 2

     2.08 Company  Contribution  Amount.   "Company  Contribution
Amount"  shall  mean  a  nonelective  amount   credited   to   an
Executive's Account,  at any time or times, which may be   either
a    Company    Discretionary   Contribution    or    a   Company
Regular Contribution. A  Company Discretionary Contribution is an
amount that  is  credited  to  an  Executive's  Account,  at  any
time or  times,  in  the  discretion  of  the  Board.  A  Company
Regular Contribution is an amount that is credited to the Account
of an  Executive  with  respect  to any  one or more of an Annual
Deferral Amount,  a  Company  Discretionary  Contribution,  or  a
portion of the Executive's Compensation, as herein provided.

     2.09 Compensation.  "Compensation" shall mean an Executive's
"applicable   employee   remuneration"   as   defined  in Section
162(m)(4) of  the  Code  and  final  Treasury  Regulations issued
thereunder.

     2.10 Excess Compensation.  "Excess  Compensation" shall mean
the  excess  of  Adjusted Compensation over the maximum amount of
compensation  determined pursuant to Code Section 401(a)(17) that
can be taken  into  account  under  the 401(k) plan maintained by
Seaboard Corporation for salaried  employees for the plan year of
such 401(k) plan that ends within the Year Excess Compensation is
being   determined  hereunder.   For   this  purpose,   "Adjusted
Compensation"  shall mean the Executive's Compensation for a Year
reduced by (a) reimbursements or other expense allowances, fringe
benefits  (cash  and  noncash),  moving  expenses,  and   welfare
benefits; (b) any amount of  taxable  income  recognized  by  the
Participant upon the exercise  of an option under any option plan
or program maintained by the  Company; and (c) any taxable income
recognized by the Participant as a result of a distribution under
any  nonqualified  deferred  compensation  arrangement (including
this Plan), and increased by  any  elective  contributions by the
Executive to a plan maintained  by the Company and not includable
in  gross  income  due  to  the  provisions of Code Sections 125,
401(k) or 132(f).

     2.11 Executive.  "Executive"   shall   mean   any  member of
management or highly  compensated  employee  who  is  a  "covered
employee" under Section 162(m)(3) of the Code with respect to any
Year,  and who  is  designated by the Board to participate in the
Plan  for  purposes of the mandatory Annual Deferral Amount under
Article III,  or  for  purposes  of   a   Company   Discretionary
Contribution   under  Article  IV,  or both.  An Executive who is
designated by the Board to participate  in  the Plan for purposes
of the   mandatory  Annual  Deferral  Amount  shall  continue  to
participate for such purpose each year until the Board designates
otherwise  or  until  Executive's  Separation  from  Service.  An
Executive who is designated by the Board  to participate  in  the
Plan for purposes of a  Company  Discretionary Contribution for a
particular Year shall  not  participate in the Plan for any other
purpose  except  the  purpose   so  designated  and   shall   not
participate in the  Plan  for  any  other Year except the Year as
designated, unless  and  until a  new  designation is made by the
Board.  Executive shall also mean a  former Executive for whom an
Account is maintained hereunder.

     2.12 Investment Return.   "Investment Return" shall mean the
amount that is either credited to Executive's Account or deducted
from Executive's Account to  reflect  the  positive  or  negative
return  of  the  investment  measure  or  measures  selected   by
Executive pursuant to Article V.

<PAGE> 3

     2.13 Matching Percentage.  "Matching Percentage" shall  mean
the   percentage   used  to  calculate   the  "Employer  Matching
Contributions" pursuant to Section 3.02 of the Retirement Savings
Plan for Seaboard Corporation, as such percentage may be  amended
from time to time.  The Matching  Percentage  shall  initially be
3 percent (3%).

     2.14 Plan.  "Plan"   shall   mean   the Seaboard Corporation
Executive Deferred  Compensation Plan, as set forth herein and as
amended from time to time.

     2.15 Plan Administrator. "Plan Administrator" shall mean the
Company or such person or  persons  designated  by the Company to
act in such capacity.  No individual who  participating hereunder
shall have any authority with respect to  the  administration  of
the Plan.

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

     2.17 Separation   from  Service.  "Separation  from Service"
means an Executive's separation from service with the Company and
all Related Companies within the meaning  of Section  409A of the
Code.

     2.18 Unforeseeable   Emergency.   "Unforeseeable  Emergency"
means an unanticipated emergency  that  is  caused  by  an  event
beyond the control of the Executive  that  would result in severe
financial hardship to the Executive resulting  from (i) a  sudden
and  unexpected  illness   or   accident  of  the  Executive or a
dependent of  the  Executive, (ii)  a  loss  of  the  Executive's
property  due  to casualty, or (iii) such other extraordinary and
unforeseeable circumstances arising as a result of events  beyond
the control of  the  Executive,  all  as  determined  in the sole
discretion of the Plan Administrator.

     2.19 Valuation Date.    "Valuation Date" shall mean the last
day of each calendar quarter and the  date of distribution of any
portion of the Executive's Account  hereunder  and any other date
determined by the Plan Administrator in its  discretion  for  any
reason from time to time.

     2.20 Year.  "Year" shall mean a calendar year.

                           ARTICLE III

                     ANNUAL DEFERRAL AMOUNTS

     3.01 Application  and Deferral.  The   provisions  of   this
Article  III  apply  to any  individual  who is designated by the
Board as an Executive for purposes of the Annual Deferral Amount.
Any  such  designation will  be effective commencing on the first
day of  the Year  following  the Year in which the designation is
made.

     3.02 Deferral. A  portion  of  such Executive's Compensation
will  be  deferred  each  Year in  accordance with  the terms and
conditions of this Article III.

<PAGE> 4

     3.03 Amount of Annual Deferral. The amount of an Executive's
Compensation which shall be deferred each Year under this Article
III shall equal the excess  of  such Executive's Compensation for
any Year (including any bonus  that  may  be paid with respect to
such Year in the following Year and that,  but for Section 162(m)
of the Code, would be deductible  by the  Company in such current
Year) over one million dollars ($1,000,000) (or such other amount
specified in Section 162(m) of the Code).

     3.04 Time  of  Annual  Deferral.  Compensation shall not  be
deferred  in  any  Year  until  the  Executive  has   been   paid
Compensation with respect to such Year equal to or  exceeding one
million dollars ($1,000,000).

     3.05 Credit to Account.  The Annual Deferral Amount shall be
credited to Executive's Account at such time or times such amount
would have been paid to Executive absent the provisions  of  this
Article III.



                           ARTICLE IV

                   COMPANY CONTRIBUTION AMOUNT

     4.01 Company Discretionary Contribution.  The  provisions of
this Section  4.01  apply to any individual who is designated  as
an Executive for a Year  for purposes of a Company  Discretionary
Contribution.  The Board may make this designation  at  any  time
during  the  Year.  If the Board designates an individual  as  an
Executive  for purposes of the Company Discretionary Contribution
for  a Year, then the Board shall determine in its discretion the
amount of the Company Discretionary Contribution and the date  of
such  contribution.  The Company Discretionary Contribution shall
be credited to the Executive's Account on such date.

     4.02 Company Regular Contribution.    The provisions of this
Section 4.02  apply  to  any Executive with respect to a Year for
which the Executive has  been  designated  by  the  Board  as  an
Executive for purposes  of  the Annual  Deferral  Amount  or  the
Company Discretionary Contribution, or both.  The Company Regular
Contribution for a Year with respect to an Executive who has been
designated by the Board  as  an  Executive  for  purposes  of the
Annual Deferral Amount, or both  the Annual  Deferral Amount  and
the Company Discretionary  Contribution,  shall be the sum of (a)
the Matching Percentage times the Annual Deferral Amount credited
to  the  Executive's   Account  for  such Year, (b) the  Matching
Percentage times any Company  Discretionary  Contribution  amount
credited to the Executive's Account for  such  Year, and (c)  the
Matching Percentage times the  Executive's  Excess  Compensation.
The Company Regular  Contribution  for a Year with respect  to an
Executive who has been  designated by  the Board as  an Executive
for  purposes  of  the  Company  Discretionary Contribution only,
shall  be  the  Executive's Account for such Year.  Each  time an
Annual Deferral Amount or a  Company  Discretionary  Contribution
amount is credited to an Executive's Account, on that date or  as
soon  as  administratively  feasible  after  that date, a Company
Regular  Contribution  will  also  be credited to the Executive's
Account.

<PAGE> 5

                  ACCOUNT AND INVESTMENT RETURN

     4.03  Investment  Return.  The Investment  Return  shall  be
determined based upon the investment measure or measures selected
by the Executive in accordance with procedures established by the
Plan  Administrator pursuant to Section 5.02.  The Executive will
be  permitted  to  elect  investment  measures  only  from  those
investment measures made available to the Executive by  the  Plan
Administrator.   One  investment measure will  be  an  investment
vehicle  that is deemed to earn a rate of return equal  to  eight
percent  (8%).   At any time this is the only investment  measure
then  it  will  apply for purposes of determining the  Investment
Return,  and an election will not be made.  Additional investment
measures  may  include a pooled account managed by a professional
manager  and  consisting primarily of equities and  fixed  income
investments in approximate percentages designated, or  any  other
investment measures selected by the Plan Administrator.  The Plan
Administrator  may  delete  any  of  the  additional   investment
measures  at  any  time or times and substitute other  investment
measures.

     4.04 Investment Procedures.    The  Plan  Administrator will
establish procedures, which may be changed from time to time, for
the  selection  by  Executive  of  investment measures under this
Article V and for Executive's change of such selection.

     4.05 Valuation Dates.  As  of  each  Valuation Date the Plan
Administrator  will  make  the  appropriate  adjustments  to  the
Executive's Account for the Investment Return.

     4.06 Vesting.  The  Executive  shall  be fully vested in his
Account at all times.

     4.07 No Actual Investment.  The method  prescribed herein to
determine the Investment Return shall in no  way require that the
Company make any investment of Company assets  in  any investment
nor entitle the Executive  to  any  rights  or  interest  in  any
investment held by the Company outright or in trust.

                            ARTICLE V

                          DISTRIBUTION

     5.01 Amount of Benefit. The amount of an Executive's benefit
hereunder  at  a Valuation Date shall be the Executive's  Account
Balance.

     5.02 Annual Distribution. On, or as near as administratively
feasible before, the last day of  each  Year,  the  Company shall
distribute the Executive's Account Balance  determined as of such
date to the Executive; provided, however,  if as of such date the
Plan  Administrator  reasonably  anticipates that  the  Company's
deduction  with respect to such payment to the Executive would be
limited or  eliminated by the application of Code Section 162(m),
then such  payment  shall  not be  made except to the extent of a
distribution  amount  that  the  Plan  Administrator   reasonably
determines   will  not  so  limit  or  eliminate  the   Company's
deduction.  Any  payment  made  under this Section 6.02 will be a
lump sum payment.

<PAGE> 6

     5.03 Mandatory Distribution Upon Change in Control.  In  the
event  of  a  Change in Control, the  Executive's Account Balance
will be distributed by the Company to the Executive in a lump sum
payment  as  soon  as  administratively  feasible  following  the
occurrence of such Change in Control.

     5.04 Mandatory Distribution Upon Separation from Service. In
the event of the Executive's Separation from Service, then unless
the  Executive's Account  Balance  is  to  be distributed earlier
under  another  provision  of  this  Article VI, the  Executive's
Account  Balance  will  be  distributed  by  the  Company  to the
Executive  in  a  lump  sum  payment  as soon as administratively
feasible after the  date that is six months after the Executive's
Separation from Service.

     5.05 Death Prior to Payment of Benefits.  In the event of an
Executive's  death  prior  to the payment to the Executive of the
Executive's Account Balance,  an  amount equal to the Executive's
Account Balance  shall  be  paid to  the  Executive's  designated
Beneficiary in a  lump  sum  payment  as soon as administratively
feasible after the Executive's death.

     5.06 Distribution Upon Unforeseeable Emergency.  If the Plan
Administrator determines that an Executive has  an  Unforeseeable
Emergency, then upon the written  request  of  the Executive  the
Plan  Administrator may  direct  the  Company  to  distribute  to
the   Executive  an  amount  that  shall  not  exceed  the amount
necessary    to   satisfy   such  emergency  need   plus  amounts
necessary to pay taxes reasonably anticipated as a result of  the
distribution, after taking into account the extent to  which  the
such  emergency  is or may be relieved through  reimbursement  or
compensation by insurance or otherwise, or by liquidation of  the
Executive's assets, to the extent the liquidation of such  assets
would not itself cause severe financial hardship.



                           ARTICLE VI

                           BENEFICIARY

     6.01 Beneficiary Designation. An Executive shall designate a
Beneficiary  to receive benefits under the Plan on an appropriate
form  provided  by  the Plan Administrator.   If  more  than  one
Beneficiary  is  named,  the  share  and/or  precedence  of  each
Beneficiary  shall  be indicated.  An Executive  shall  have  the
right  to  change  the  Beneficiary by  submitting  to  the  Plan
Administrator a new Beneficiary designation form.

     6.02 Proper Beneficiary.  If  the Plan Administrator has any
doubt as to the proper Beneficiary to receive payments hereunder,
the Plan Administrator shall have the right to direct the Company
to  withhold  such  payments,  and  the Company may withhold such
payments, until the matter is finally adjudicated.  However,  any
payment made by the Company, in good faith and in accordance with
this  Plan,  shall  fully  discharge the Company from all further
obligations with respect to that payment.

<PAGE> 7

     6.03 Minor or  Incompetent  Beneficiary.    In   making  any
payments  to  or  for  the benefit of any minor or an incompetent
Beneficiary, the Company, in  its  sole  and absolute discretion,
may make a distribution to a legal or  natural  guardian or other
relative of a  minor  or  court-appointed  representative of such
incompetent.   Alternatively,  it  may  make  a  payment  to  any
adult  with  whom  the  minor  or  incompetent  temporarily    or
permanently resides. The receipt by a guardian,   court-appointed
representative, relative or other  person  shall be   a  complete
discharge to  the  Company. Neither  the  Company  nor  the  Plan
Administrator  shall have any responsibility to see to the proper
application of any payments so made.

     6.04 No Beneficiary  Designation.  If an Executive fails  to
designate a Beneficiary as provided in Section 7.01 above, or  if
all designated Beneficiaries  predecease  the  Executive  or  die
prior  to  complete  distribution  of  the  Executive's   Account
Balance, then the Executive's  designated  Beneficiary  shall  be
deemed  to  be  his surviving spouse. If  the  Executive  has  no
surviving  spouse, the  benefits  remaining under  the Plan to be
paid to a Beneficiary shall be payable to the Executive's estate.

                           ARTICLE VII

                   ADMINISTRATION OF THE PLAN

     7.01 Finality of Determination.  Subject to  the  Plan,  the
Plan  Administrator  shall,  from time to time, establish  rules,
forms and procedures for the administration of the Plan.   Except
as  herein  otherwise  expressly provided, the Plan Administrator
shall  have  the  exclusive  right  to interpret  the Plan and to
decide  any and all  matters  arising thereunder or in connection
with the administration of the Plan, and it shall endeavor to act,
whether  by  general  rules  or  by particular decisions,  so  as
not  to  discriminate   in favor of or  against  any person.  The
decisions, actions and records of the Plan Administrator shall be
conclusive and binding upon the Company and all persons having or
claiming  to have any right or interest in or under the Plan, and
cannot be  overruled  by  a  court  of  law  unless  arbitrary or
capricious.

     7.02 Certificates and Reports.  The members of the Board and
the officers and  directors  of  the Company shall be entitled to
rely  on  all certificates and reports made by any duly appointed
accountants, and on  all  opinions  given  by  any duly appointed
legal counsel,  which  legal  counsel  may  be  counsel  for  the
Company.

     7.03 Indemnification  and  Exculpation.  The  Company  shall
indemnify and hold harmless any person or  entity  designated  to
act as the Plan Administrator or its  designee  and  each current
and former member of the Board against any and all  expenses  and
liabilities (to the extent not indemnified  under  any  liability
insurance contract or other indemnification  agreement) which the
person  incurs  on  account  of   any  act  or  failure to act in
connection with  the  good  faith  administration  of  the  Plan.
Expenses against  which the Plan Administrator, its designee or a
member of the Board shall be indemnified hereunder shall include,
without limitation,  the  amount  of  any settlement or judgment,
costs, counsel fees, and related  charges  reasonably incurred in
connection with a claim asserted,  or  a  proceeding  brought  or
settlement thereof.  The foregoing right of indemnification shall
be   in   addition   to    any other rights  to  which  the  Plan

<PAGE> 8

Administrator, its designee or  such  member  of the Board may be
entitled as a matter of law, but shall  be conditioned  upon  the
person's notifying the Company of the  claim  of liability within
sixty (60) days of the notice of that   claim and  offering   the
Company the right to participate in and   control  the settlement
and defense of the claim.

     7.04 Expenses.  The expenses of administering the Plan shall
be borne by the Company.

     7.05 FICA and Other Taxes.   The   Company is  authorized to
withhold from the Executive's Compensation, the Executive's share
of FICA and other employment  taxes attributable to   any  Annual
Deferral  Amount  or  Company  Discretionary Amount in accordance
with the Treasury Regulations under Section 3121(v) of the Code.

                          ARTICLE VIII

                        CLAIMS PROCEDURE

     8.01 Written Claim.  Benefits  shall  be  paid in accordance
with  the   provisions  of  this  Plan.  The  Executive,   or   a
designated recipient  or  any  other  person claiming through the
Executive may make a written request for benefits under this Plan.
Any  such   claim  shall   be  mailed  or  delivered  to the Plan
Administrator.  Such   claim   shall   be  reviewed  by  the Plan
Administrator  or  a delegate.

     8.02 Denied Claim.  If the claim is denied,  in  full  or in
part,  the  Plan  Administrator  shall  provide  a written notice
within  ninety  (90)  days setting forth the specific reasons for
denial,  and any additional  material or information necessary to
perfect  the claim,  and an explanation  of why such  material or
information   is   necessary,  and  appropriate  information  and
explanation of the steps to be taken if a review of the denial is
desired.

     8.03 Review Procedure.  If the claim  is denied and a review
is  desired, the Executive (or Beneficiary) shall notify the Plan
Administrator  in writing within sixty (60) days after receipt of
the written   notice  of  denial.  In   requesting  a review, the
Executive  or  Beneficiary  may   request  a  review of pertinent
documents  with  regard  to  the  benefits   created  under  this
agreement,  may  submit  any  written  issues  and  comments, may
request  an  extension  of  time  for  such written submission of
issues and  comments, and may request that a hearing be held, but
the  decision  to  hold  a  hearing  shall  be  within  the  sole
discretion of the Plan Administrator.

     8.04 Plan Administrator Review.  The  decision on the review
of  the denied  claim shall be rendered by the Plan Administrator
within  sixty (60) days  after  the  receipt  of  the request for
review  (if  no  hearing is held) or within sixty (60) days after
the hearing  if  one  is held.  The decision shall be written and
shall state  the specific  reasons  for  the  decision  including
reference to  specific  provisions  of  this  Plan  on  which the
decision is based.

<PAGE> 9


                           ARTICLE IX

                 NATURE OF COMPANY'S OBLIGATION

     9.01 Company's Obligation.  The Company's obligations  under
this  Plan  shall  be an unfunded and unsecured promise  to  pay.
The  Company  shall not be obligated under any  circumstances  to
fund its obligations under this Plan.

     9.02 Creditor Status.  Any   assets  which  the  Company may
acquire  or  set  aside  to  help cover its financial liabilities
under the Plan are and must remain general assets of the  Company
subject to  the claims of its creditors.  Neither the Company nor
this  Plan  gives  an  Executive  or  Beneficiary  any beneficial
ownership  interest  in  any  asset of the Company. All rights of
ownership in  any such assets are and remain in the Company.  All
Plan  Executives  and  Beneficiaries  shall  be unsecured general
creditors of the Company.

                            ARTICLE X

                          MISCELLANEOUS

     10.01 Written Notice.  Any notice given under the Plan shall
be  in writing and shall be mailed by United States mail, postage
prepaid.   If  notice is to be given to the Company, such  notice
shall   be  addressed  to  the  Plan  Administrator  at  Seaboard
Corporation.   If  notice is to be given to the  Executive,  such
notice shall be sent to the Executive's last known address.

     10.02 Change  of  Address.  Any Executive may, from  time to
time,  change  the  address to  which  notices shall be mailed by
giving written notice of such new address.

     10.03 Merger,  Consolidation or Acquisition.  The Plan shall
be  binding  upon  the Company, its assigns, and any successor to
the Company  which  shall  succeed  to  substantially  all of its
assets and business through merger, acquisition or consolidation,
and upon an Executive,  a  Beneficiary, assigns, heirs, executors
and administrators.

     10.04 Amendment  and  Termination.  The  Company retains the
sole  and  unilateral  right  to  terminate,  amend,  modify,  or
supplement this Plan, in whole or part, at any time.  However, no
Company action under this right shall reduce the Account  of  any
Executive or Beneficiary (other than a reduction attributable  to
Investment  Return),  and  no Company action shall accelerate the
time of payment of the Executive's Account.

     10.05 Employment.   This Plan does not provide a contract of
employment between the Company and the Executive, and the Company
reserves the right to  terminate  the  Executive's employment for
any reason, at any time, notwithstanding  the  existence  of this
Plan.

<PAGE> 10

     10.06 Non-transferability.  Except  insofar  as  required or
prohibited  by  applicable  law,  no  sale, transfer, alienation,
assignment,  pledge,  collateralization  or  attachment  of   any
benefits  under  this  Plan  shall  be valid or recognized by the
Company.  Neither the Executive or  designated  Beneficiary shall
have  any  power  to  hypothecate,  mortgage, commute, modify, or
otherwise encumber in advance of  any  of  the  benefits  payable
hereunder, nor shall any of said  benefits  be subject to seizure
for the payment of any debts, judgments, alimony, or maintenance,
owed  by  the  Executive  or  Beneficiary,  or be transferable by
operation of law in  the  event  of  bankruptcy,  insolvency,  or
otherwise.

     10.07 Tax  Withholding.  The   Company  may  withhold from a
payment any federal, state, or local taxes required by  law to be
withheld with respect to such payment and such sum as the Company
may reasonably estimate as necessary to cover any taxes for which
the Company may be liable and which may be assessed with   regard
to such payment.

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

     10.09 Applicable Law.  This   Plan  shall be governed by the
laws  of  the  State  of  Kansas  to the extent not pre-empted by
federal law.

     10.10 Gender and Number.  Wherever  the context so requires,
masculine pronouns include the feminine  and singular words shall
include the plural.

     10.11 Titles.  Titles   of   the  Articles  of this Plan are
included for ease of reference only and are not  to  be  used for
the purpose of construing any portion or provision of  this  Plan
document.

     IN  WITNESS  WHEREOF, the Company has caused this instrument
to  be executed by its duly authorized officer on this 29th day
of December, 2005.


                                   SEABOARD CORPORATION

                                   By /s/ Robert L. Steer




<PAGE> 11


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>5
<FILENAME>ex10-10.txt
<DESCRIPTION>SEABOARD CORPORATION EXECUTIVE OFFICERS' BONUS POLICY
<TEXT>


                      SEABOARD CORPORATION

                EXECUTIVE OFFICERS' BONUS POLICY


PURPOSE:   The purpose of this policy is to establish  guidelines
for  the  payment  of incentive compensation to  named  executive
officers of Seaboard Corporation.

AFFECTS:   The  Chief  Executive  Officer  and  the  other  named
executive  officers  of  Seaboard  Corporation,  as  defined   in
Item 402 of Regulation S-K.

POLICY:

1.   Incentive  Compensation Philosophy:  The  Company  maintains
     the philosophy that determination of incentive compensation for
     its executive officers is based upon a recognition that these
     officers are responsible for implementing the Company's long-term
     strategic objectives.  All executive compensation, including the
     incentive  portion, is designed to attract  and  retain  top
     executive employees.

2.   Basis for Determination of Incentive Compensation:

          The Board of Directors shall determine annual bonus amounts
          for the named executive officers, including the Chief Executive
          Officer.  This determination will be based on a subjective review
          of the Company's financial performance, an assessment of each
          officer's individual contribution to that performance and other
          discretionary factors.

          The amount assigned to each officer is discretionary.

3.   Method  and  Timing of Payments:  Payments will be  made  in
     cash after year-end financials are available.  This will normally
     occur about February 1 following the end of the previous fiscal
     year.

EFFECTIVE  DATE:   As  of  the  2005 bonus,  and  supersedes  all
Executive Bonus Policies in effect prior thereto with respect  to
the named executive officers.

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>6
<FILENAME>ex10-14.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN SEABOARD CORPORATION AND EDWARD A. GONZALEZ
<TEXT>




                      EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as  of  July  1,  2005  by and between SEABOARD  MARINE  LTD.,  a
Liberian  corporation (together with any Successor  thereto,  the
"Company"), and Edward A Gonzalez ("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
three  (3) 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 three (3) 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, 2030.  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 of the
Company,  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

<PAGE>

business time to 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  Miami,
Florida metropolitan area.  However, Executive may be required to
travel in  and  outside  of Miami, Florida  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  two
hundred  twenty-five  thousand  dollars  ($225,000),  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  two  hundred  fifty  thousand dollars  ($250,000)  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

<PAGE> 2

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 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

<PAGE> 3

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 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

<PAGE> 4

     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.

               (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

          <PAGE> 5


                    (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
          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.

<PAGE> 6

     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.

          (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

<PAGE> 7

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  cargo  transportation, whether over land or  water,  and  all
related   business,  including,  without  limitation,  logistics,
freight forwarding, agency representation and stevedoring and 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 the one year anniversary date of the Date of Termination.

               "Territory"  means the United States  of  America,
the  Caribbean  Basin,  and  Central  and  South  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 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.

          (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

<PAGE> 8

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 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.  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).

<PAGE> 9

     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.

     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

<PAGE> 10

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.

     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 Miami, Florida 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 be conducted in English.  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 Florida
without reference to principles of conflicts of laws.

<PAGE> 11


          (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.

          (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:

                    c/o 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.

<PAGE> 12

          (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.

               "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 MARINE LTD



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

                                   Executive:



                                   By:  /s/ Edward A. Gonzalez
                                        Edward A. Gonzalez

<PAGE> 14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>7
<FILENAME>ex10-15.txt
<DESCRIPTION>SEABOARD CORPORATION NONQUALIFIED DEFERRED COMPENSATION PLAN DATED DECEMBER 29, 2005
<TEXT>









                    SEABOARD CORPORATION
           NONQUALIFIED DEFERRED COMPENSATION PLAN

                 Effective September 1, 2005











<PAGE>








                      TABLE OF CONTENTS


ARTICLE I PURPOSE AND EFFECTIVE DATE                              1

ARTICLE II DEFINITIONS                                            1
   2.1  Account                                                   1
   2.2  Beneficiary                                               1
   2.3  Board                                                     1
   2.4  Change in Control                                         1
   2.5  Code                                                      2
   2.6  Committee                                                 2
   2.7  Company                                                   2
   2.8  Company Contribution                                      2
   2.9  Compensation                                              2
   2.10 Deferral                                                  3
   2.11 Deferral Election                                         3
   2.12 Disability                                                3
   2.13 Distribution Preference Election                          3
   2.14 Eligible Employee                                         3
   2.15 Employee                                                  3
   2.16 Employer                                                  3
   2.17 Investment Options                                        3
   2.18 Investment Return                                         4
   2.19 Participant                                               4
   2.20 Plan                                                      4
   2.21 Plan Year                                                 4
   2.22 Related Company                                           4
   2.23 Separation from Service                                   4
   2.24 Unforeseeable Financial Emergency                         4

ARTICLE III PARTICIPATION                                         4
   3.1  Participation for Deferrals.                              4
   3.2  Participation for Company Contributions.                  4

ARTICLE IV DEFERRAL ELECTIONS                                     5
   4.1  Method.                                                   5
   4.2  Irrevocable.                                              5
   4.3  Compensation Deferred.                                    5
   4.4  Deferral Election for First Year of Eligibility           5
   4.5  Deferral Elections for Subsequent Years of
         Eligibility                                              6
   4.6  Minimum Annual Deferral                                   6

ARTICLE V COMPANY CONTRIBUTIONS                                   6
   5.1  Participation                                             6
   5.2  Amount                                                    6

<PAGE> i

ARTICLE VI ACCOUNTS AND INVESTMENT RETURN                         6
   6.1  Account Adjustments for Deferrals, Company
         Contributions and Distributions                          6
   6.2  Account Adjustments for Investment Return                 6
   6.3  Vesting                                                   7

ARTICLE VII DISTRIBUTIONS                                         7
   7.1  Distribution Preference Elections.  .                     7
   7.2  Subject to Mandatory Distribution Provisions.             7
   7.3  Election Form.  .                                         7
   7.4  Time of Initial Election or Deemed Election.              7
   7.5  Subsequent Distribution Preference Election               7
   7.6  Mandatory Distribution Upon Separation from
         Service                                                  8
   7.7  Mandatory Distribution Upon Change in Control             8
   7.8  Mandatory Distribution Upon Disability                    8
   7.9  Mandatory Distribution Upon Death                         8
   7.10 Distribution Upon Unforeseeable Emergency                 8
   7.11 Adjustments to Accounts                                   9

ARTICLE VIII AMENDMENT OR TERMINATION                             9

ARTICLE IX ADMINISTRATION                                         9
   9.1  Committee                                                 9
   9.2  Delegation                                                9
   9.3  Information to be Furnished                               9
   9.4  Committee's Decision Final                               10
   9.5  Remuneration and Expenses                                10
   9.6  Indemnification of Committee Member                      10
   9.7  Resignation or Removal of Committee Member               10
   9.8  Interested Committee Member                              10

ARTICLE X CLAIMS PROCEDURE                                       10
   10.1 Claim                                                    10
   10.2 Denial of Claim                                          10
   10.3 Review of Claim                                          10
   10.4 Final Decision                                           11

ARTICLE XI MISCELLANEOUS                                         11
   11.1  Captions                                                11
   11.2  Company Action                                          11
   11.3  Terms                                                   11
   11.4  Governing Law                                           11
   11.5  Nonassignability                                        11
   11.6  Tax Obligations                                         11
   11.7  Not a Contract of Employment                            12
   11.8  Participant Cooperation                                 12
   11.9  Successors                                              12

<PAGE> ii

   11.10 Unsecured General Creditor                              12
   11.11 Validity                                                12
   11.12 Waiver of Notice                                        12

APPENDIX A                                                       13

<PAGE> iii

                      SEABOARD CORPORATION
             NONQUALIFIED DEFERRED COMPENSATION PLAN

                            ARTICLE I
                   PURPOSE AND EFFECTIVE DATE

     Seaboard   Corporation  adopted  the  Seaboard   Corporation
Nonqualified  Deferred Compensation Plan (the  "Plan")  effective
September  1,  2005.   The purpose of  the  Plan  is  to  aid  in
attracting  and  retaining  certain  key  employees  of  Seaboard
Corporation  and participating affiliated companies by  providing
to  them an opportunity for supplemental retirement income.   The
Plan  is  intended  to  be an arrangement that  is  unfunded  and
maintained  primarily  for the purpose of providing  supplemental
retirement  income  to  a select group of  management  or  highly
compensated  employees  within the meaning  of  Sections  201(2),
301(a)(3)  and  401(a)(1)  of  the  Employee  Retirement   Income
Security  Act  of 1974, as amended, and the Plan is  intended  to
satisfy  the requirements of Section 409A of the Internal Revenue
Code  of  1986, as amended and the Plan shall be interpreted  and
administered accordingly.

                           ARTICLE II
                           DEFINITIONS

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

     2.1  Account means the bookkeeping account maintained by the
Committee  for  a Participant to which is credited Deferrals  and
Company Contributions, and to which is charged distributions, and
which  is adjusted to reflect earnings and losses, all as  herein
provided.   Any  reference  herein  to  a  distribution  of   the
Participant's Account shall mean a payment of an amount equal  to
the amount credited to the Participant's Account.

     2.2  Beneficiary means one or more persons, trusts,  estates
or  other  entities,  designated  by a Participant, in accordance
with  procedures  established  by  the  Committee, to receive any
remaining  balance in the Participant's Account upon the death of
the  Participant.  If  no  designation  by  the  Participant   is
effective,  then  the  Participant's  Beneficiary  shall  be  the
Participant's  surviving  spouse  if  any, but  if none  then the
Participant's estate.

     2.3  Board  means  the  board  of  directors   of   Seaboard
Corporation.

     2.4  Change in Control with respect to any Participant means
an  event  or  transaction  which  results  in one or more of the
following  and  which  constitutes   a change in the ownership or
effective   control  of the corporation, or in the ownership of a
substantial  portion of the assets of the corporation, within the
meaning of Code Section 409A:

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

<PAGE>

          (b)  The  sale  to  an  unrelated  person  or entity of
Company assets  that have a total gross fair market value of more
than eighty-five  percent (85%)  of  the  total gross fair market
value of all of  the  assets  of the Company immediately prior to
such sale;

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

          (d)  The acquisition by  any  person  or  entity (other
than  by  any  descendant  of  Otto  Bresky,  Senior or any trust
established  primarily for  the benefit of any descendant of Otto
Bresky, Senior  or  any  other  related person or entity) of more
than 50% of either  the  membership  interests  or  the  combined
voting power of Seaboard Flour, LLC.

     For  purposes of determining whether there has been a Change
in  Control under this Section 2.4, the attribution of  ownership
rules under Code Section 318(a) shall apply.

     2.5  Code  means  the  Internal  Revenue  Code  of 1986, any
amendments thereto, and any regulations issued thereunder.

     2.6  Committee means the Committee, which may consist of one
person, designated from time to time by the Company to administer
the Plan.

     2.7  Company   means   Seaboard   Corporation,  a   Delaware
corporation,  and  any  successors  to  the  business of Seaboard
Corporation.

     2.8  Company  Contribution  means  the  amount determined in
accordance  with  Article V that is an obligation of the Employer
and that  is  credited  to a Participant's Account .  The Company
Contribution  may  consist  of  a  "matching contribution" and an
"excess contribution".

     2.9  Compensation  means  the total salary and bonus payable
to the Participant  from  the  Employer  for  the   Participant's
services  during  a  calendar  year  subject  to  the   following
provisions  of  this  Section  2.9.   Compensation   specifically
excludes:  (a) reimbursements or other expense allowances, fringe
benefits  (cash  and  noncash),  moving  expenses,  and   welfare
benefits; (b) any  benefits  accrued  or  paid under the Seaboard
Corporation Executive Retirement Plan, as amended; (c) any amount
of taxable income recognized by the Participant upon the exercise
of an option  under  any option plan or program maintained by the
Company; (d)  any  amount  of  taxable  income  recognized by the
Participant as a  result  of  a distribution under this Plan; and
(e) any amount  allocated or  paid under the Seaboard Corporation
Executive Deferred Compensation Plan, as amended. For purposes of
determining the amount of the Company Contribution  that  is  the
excess contribution for a particular Plan Year, Compensation does
not  include the amount of a Participant's Deferral for such Plan
Year,  but  Compensation  does include the amount of any elective
contributions made by the  Participant  during the same period as
such Plan Year pursuant to a plan maintained by the Company where
such amount  is  not

<PAGE> 2

includable  in  gross  income  due  to  the provisions  of   Code
Sections 125, 401(k) or 132(f).  Notwithstanding the   foregoing,
for the  Plan Year beginning  September 1, 2005, Compensation for
purposes  of  a  Participant's  Deferral  Election and Deferrals,
shall include  only bonus payable to the Participant for services
rendered on or  after  September 1,  2005,  as  determined  under
Section 4.4, and  Compensation  for  purposes  of   the   Company
Contribution shall be based on the entire 2005 calendar year even
though the effective  date  of  the  Plan  is  September 1, 2005.
Compensation  shall  not  include  a  Participant's  Compensation
payable for any period  prior to  the   time   the    Participant
becomes  eligible  to participate in the Retirement Savings  Plan
for  Seaboard  Corporation, as amended.

     2.10 Deferral  means  the  portion  of  the salary  or bonus
payable to  a  Participant  that  is  deferred  for  a  Plan Year
pursuant to a  Deferral  Election  by  the  Participant  and   is
credited to the Participant's Account.

     2.11 Deferral Election means an election made hereunder by a
Participant  to  defer salary or bonus payable to the Participant
and  earned after the date of the Deferral Election as determined
hereunder.

     2.12 Disability  means  a period in which the Participant is
(i) unable  to  engage  in  any  substantial  gainful activity by
reason of  any  medically   determinable   physical   or   mental
impairment  which  can  be  expected to result in death or can be
expected to last for a  continuous  period  of  not  less than 12
months or (ii) by reason of  any  medically determinable physical
or mental impairment which  can be expected to result in death or
can be expected to last for  a continuous period of not less than
12 months, receiving income replacement  benefits for a period of
not  less  than 3  months  under an  accident   and  health  plan
sponsored by the Company.

     2.13 Distribution  Preference  Election  means  the election
made or deemed  made  by  a  Participant  governing  the  time of
payment of benefits hereunder to the Participant.

     2.14 Eligible Employee means an Employee who  is a member of
a  select  group  of  management or highly compensated employees,
taking into account for this purpose all employees of all Related
Companies; however,  an  Employee  who has been designated by the
Board as an Executive for purposes of the Annual Deferral Amount,
or for purposes of  both  the  Annual  Deferral  Amount  and  the
Company   Discretionary   Contribution,   under   the    Seaboard
Corporation Executive Deferred Compensation Plan, as amended, for
a year coinciding with a Plan Year under this Plan, shall  not be
an Eligible Employee for such Plan Year.

     2.15 Employee  means  any  individual  who  is  a   salaried
employee of an Employer.

     2.16 Employer  means the Company and any of its subsidiaries
or  affiliates  that participate in this Plan with the consent of
the  Company,  and  any  successors  to  the business of any such
participating  subsidiaries  or  affiliates.  The subsidiaries or
affiliates  participating  in  this Plan as of the effective date
are listed on Appendix A attached hereto.

     2.17 Investment  Options  means   the   investment   options
selected  by  the  Committee  from  time  to  time  among which a
Participant  may  direct  the investment of his or her Account in
accordance with procedures established by the Committee.

<PAGE> 3

     2.18 Matching Percentage.  "Matching Percentage" shall  mean
the   percentage  used   to   calculate  the  "Employer  Matching
Contributions" pursuant to Section 3.02 of the Retirement Savings
Plan for Seaboard Corporation, as such percentage may be  amended
from time to time.  The  Matching  Percentage  shall initially be
3 percent (3%).

     2.19 Investment  Return  means  the  amount   of   earnings,
gains  or  losses  applicable  to  the  Participant's  Account as
measured  by  the  Investment  Options applicable pursuant to the
Participant's direction or as otherwise provided herein.

     2.20 Participant  means  any   Eligible   Employee  who   is
designated as eligible to participate in the Plan for purposes of
Deferrals  and  who  makes  a  Deferral  Election  as provided in
Section 3.1.  Participant  also  means  any Eligible Employee who
satisfies  the  requirements  for  participation  for purposes of
Company  Contributions  as  provided in Section 3.2.  Participant
also  means  any  individual  for  whom  an Account is maintained
hereunder.

     2.21 Plan  means  the  Seaboard   Corporation   Nonqualified
Deferred  Compensation Plan, as set forth herein and as from time
to time amended.

     2.22 Plan Year means the 12-month period beginning January 1
and  ending  December 31;  provided, however, that the first Plan
Year  shall  be  September 1, 2005,  through   December 31, 2005.
Except  with  respect to the first Plan Year, the Plan Year shall
always coincide with the calendar year.

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

     2.24 Separation   from   Service   means   a   Participant's
separation  from  service  with  the  Employer  and  all  Related
Companies within the meaning of Code Section 409A.

     2.25 Unforeseeable   Emergency    means   an   unanticipated
emergency  that  is  caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of  the  Participant  or a dependent of the Participant,
(ii) a loss of  the  Participant's  property due  to casualty, or
(iii) such other  extraordinary  and unforeseeable  circumstances
arising  as  a  result  of  events  beyond  the  control  of  the
Participant, all as  determined  in  the  sole  discretion of the
Committee.

                           ARTICLE III
                          PARTICIPATION

     3.1  Participation  for  Deferrals.   The   Committee   will
designate those  Eligible  Employees  who are  eligible  to  make
Deferral  Elections for a particular Plan Year.  Such designation
will  be by  written communication to such Eligible Employees and
will  be  effective  on  the  date of such written communication.
Once  an Eligible Employee has been designated under this Section
3.1,  he  or  she  may   make  a  Deferral Election for the first
Plan  Year  stated  in  such  written  designation  and  for each
subsequent  Plan  Year  until  the  first  to  occur  of  (1) the
Participant's Separation from Service, or (2)  a  written  notice
from  the  Committee delivered prior

<PAGE> 4

to the first day of the Plan  Year  for  which  it  is  effective
advising  the Participant that he  or she is  no  longer eligible
to make a Deferral Election.

     3.2  Participation  for Company Contributions.  Any Eligible
Employee  who  has  satisfied the requirements for eligibility to
participate  in  the  Retirement   Savings   Plan   for  Seaboard
Corporation, as amended from time to time (the "401(k) Plan") for
a Plan Year and whose Compensation for a Plan Year is  in  excess
of the maximum amount of compensation determined pursuant to Code
Section 401(a) (17)  that  is  permitted to be taken into account
under the 401(k) Plan  for the  plan year of the 401(k) Plan that
ends  within such Plan Year, will be a Participant  for  purposes
of  the  Company Contribution for that Plan Year.


                           ARTICLE IV
                       DEFERRAL ELECTIONS

     4.1  Method. A Deferral Election shall be made in writing on
a form provided by  the Committee and shall be submitted  to  the
Committee in such manner as the Committee determines.  A Deferral
Election  will  not  be  valid unless  it  is  submitted  to  the
Committee in the manner required.

     4.2  Irrevocable.  A    Deferral    Election   will   become
irrevocable  on  the  last  day  established  by  the   Committee
(in accordance with the  provisions hereunder) for submitting the
Deferral  Election  to  the  Committee; provided, however, in the
case of a Deferral Election that  is  submitted under Section 4.4
after the first day of a Plan  Year,  the Deferral Election shall
become irrevocable at the time the Deferral Election is submitted
to the Committee. Notwithstanding  the  preceding  provisions  of
this Section 4.2, a Deferral Election made by a Participant on or
before September 30, 2005  applicable for the Plan Year beginning
September 1, 2005 and  ending December 31, 2005, may be cancelled
by the Committee or  by  the  Participant, or the Participant may
reduce the amount of Compensation to be deferred pursuant to that
election, provided  any  such  cancellation  or reduction  by the
Participant is submitted  in  writing  by  the Participant to the
Committee in such form  as required by the Committee on or before
December 31, 2005. Any  Compensation  amount  that  ceases  to be
subject to a Deferral  Election  under  the preceding sentence of
this Section 4.2 must be paid to the Participant in such calendar
year as such amount would have become vested and been paid to the
Participant absent the  Participant's  initial  Deferral Election
with respect to such amount.

     4.3  Compensation Deferred.  A Deferral Election shall apply
only  to  Compensation  for services performed after the date the
Deferral Election becomes irrevocable as determined hereunder.

     4.4  Deferral  Election  for  First  Year  of   Eligibility.
Subject to  the  last  sentence of this Section  4.4, an Eligible
Employee who is  designated  under  Section 3.1 in the first Plan
Year of the Plan, or an Eligible Employee who is designated under
Section 3.1 for  the  first  time  in a subsequent Plan Year, may
elect to make Deferrals  provided  he  or  she submits a Deferral
Election   to  the  Committee  by  such  time  as  the  Committee
determines, but in no event later than 30 days after the date the
Eligible Employee first  becomes  eligible  to  participate   for
Deferrals under Section  3.1.  If  a Participant makes a Deferral
Election under this  Section 4.4  after  the  first day of a Plan
Year, and if the Deferral  Election applies to a bonus payable to
the Participant,  then

<PAGE> 5

the  amount  of  the  Participant's  bonus  that  is deemed to be
payable for services performed after the Deferral  Election shall
be  determined  by  multiplying  the  total bonus  payable  by  a
fraction,  the  denominator  of which is the total number of days
in the performance period for which the bonus is payable, and the
numerator  of  which  is  the  number  of  days remaining in such
performance  period  after  the  date  the Participant's Deferral
Election  becomes  irrevocable.  Notwithstanding  the   preceding
provisions  of  this  Section 4.4,  if  at  the  time an Eligible
Employee becomes first eligible  as  a  Participant for Deferrals
under  Section 3.1, the Eligible Employee is or has been eligible
as a Participant for Company Contributions under Section  3.2, or
if  the  Eligible  Employee  then  participates  in  any    other
nonqualified deferred compensation plan of a Related Company that
is  subject  to  Code Section 409A and that is an account balance
plan  within the  meaning  of  Code  Section  409A,   then    the
Participant's Deferral Election will only be effective  if  it is
submitted to the Committee at the time provided in Section 4.5.

     4.5  Deferral Elections for Subsequent Years of Eligibility.
A  Participant's  Deferral Election for a Plan Year subsequent to
the first  Plan Year in which a Participant is eligible to make a
Deferral  Election  must  be  made  at such time as the Committee
determines,  but  in no event later than the last day of the Plan
Year preceding  the  Plan Year for which the Deferral Election is
effective.

     4.6  Minimum Annual Deferral.  Notwithstanding the foregoing
provisions  of  this  Article IV,  a  Participant  may not make a
Deferral  Election  for  a  Plan  year  unless  the Participant's
Deferral  Election  for  such  Plan  Year provides for a Deferral
amount  that  is  determined  by  the  Committee  to  be at least
$10,000.  Such determination will be  made by the Committee prior
to the date the Deferral Election  becomes irrevocable hereunder.

                            ARTICLE V
                      COMPANY CONTRIBUTIONS

     5.1  Participation.  As  soon as  administratively feasible,
a Company Contribution will be credited  to the Accounts of those
Participants determined by the Committee under Section 3.2.

     5.2  Amount.   The amount of a Company Contribution credited
on  behalf of a Participant for a Plan Year will equal the sum of
(a) the Matching Percentage times the Participant's Deferral  for
such  Plan  Year,  and  (b)  the  Matching  Percentage  times the
Participant's Compensation for the Plan Year that is in excess of
the maximum amount of compensation determined  pursuant  to  Code
Section 401(a)(17) that is  permitted  to  be  taken into account
under the 401(k) Plan for the plan year of the 401(k)  Plan  that
ends within such Plan Year.

                           ARTICLE VI
                 ACCOUNTS AND INVESTMENT RETURN

     6.1  Account    Adjustments    for    Deferrals,     Company
Contributions and  Distributions.  All Deferrals of a Participant
with   respect to  a   Plan  Year  will   be  credited   to   the
Participant's Account as  soon as administratively feasible after
the date on which the Deferral would  have  been  paid  in   cash
absent  the  Deferral  Election applicable to such Deferral.  All

<PAGE> 6

Company Contributions  made  on  behalf  of  a  Participant  with
respect to a Plan  Year  will  be credited  to the  Participant's
Account  at  such  time  or   times  as  determined    by     the
Committee.   Any  distribution   from   a Participant's   Account
will be charged to the Account as of the time of the distribution.

     6.2  Account   Adjustments   for   Investment   Return.    A
Participant's  Account  will  be  deemed  invested in one or more
Investment   Options   as  directed  or  deemed  directed  by the
Participant pursuant to  procedures established by the Committee.
At such times as determined by the Committee, and at such time as
provided  under  Section 7.11,  the  Investment  Return  will  be
credited (in the case of net earnings) or charged (in the case of
net losses) to the Participant's Account.

     6.3  Vesting.  A  Participant will be fully vested in his or
her Account at all times.

                           ARTICLE VII
                          DISTRIBUTIONS

     7.1  Distribution Preference Elections.  A Participant shall
make,  or  be deemed to make, a separate Distribution  Preference
Election   with  respect  to  each  Plan  Year.   A  Distribution
Preference  Election  will  apply  to  the  distribution  of  all
Deferrals   and   Company   Contributions   allocated   to    the
Participant's  Account with respect to a Plan Year,  as  adjusted
thereafter  for  Investment Return.  The Distribution  Preference
Election  will designate the date for the payment by the Employer
to  the  Participant of the amounts subject to  the  Distribution
Preference Election.  Except as provided in Section 7.2,  payment
by  the  Employer  will  be made on the date  designated  in  the
applicable  Distribution  Preference  Election  or  as  soon   as
administratively feasible following such date, but  in  no  event
later than the time required for payment as of a designated  date
under  Code Section 409A.  The form of payment will always  be  a
lump sum payment.

     7.2  Subject  to   Mandatory  Distribution  Provisions.  Any
Distribution Preference Election hereunder,  whether  an   actual
election or a deemed election, shall be subject  to the mandatory
distribution   provisions  of   Sections  7.6, 7.7, 7.8  and 7.9.

     7.3  Election Form.  A   Distribution   Preference  Election
(other  than a deemed election) must be made in writing on a form
provided by the Committee and shall be submitted to the Committee
in  such  manner  as  the  Committee  determines.  A Distribution
Preference  Election  will not be valid unless it is submitted to
the Committee in the manner required.

     7.4  Time  of  Initial  Election  or  Deemed Election.  If a
Participant  makes  a  Deferral Election for a Plan Year, then at
the    time   the  Participant  makes  the  Deferral Election the
Participant may also make a Distribution Preference Election.  If
the Participant fails to make a Distribution  Preference Election
at such time, or if the Participant  does  not  make  a  Deferral
Election for a Plan Year but a Company  Contribution  is  made on
behalf   of   the   Participant   for   such  Plan Year, then the
Participant  shall  be  deemed   to   have   made  a Distribution
Preference Election applicable to all  amounts allocated  to  the
Participant's Account for such Plan Year,  as adjusted thereafter
for Investment Return, of a lump sum payment payable on the first
day of the fifth Plan Year following such Plan Year.

<PAGE> 7

     7.5  Subsequent   Distribution   Preference   Election.    A
Participant  may   change  any  existing  Distribution Preference
Election (whether  it  was made by the Participant or deemed made
by  the   Participant)   by  filing  a  subsequent   Distribution
Preference Election with the  Committee;  provided,  however,   a
subsequent Distribution Preference Election will not be effective
unless it satisfies all of the following requirements:

          (a)  A subsequent  Distribution Preference Election may
     not take  effect until at least twelve months after the date
     on which it is filed by the Participant.

          (b)  A subsequent Distribution Preference Election  may
     not be  filed  less  than  twelve  (12)  months prior to the
     designated distribution date under the existing Distribution
     Preference Election.

          (c)  The  payment  that  is  subject  to the subsequent
     Distribution  Preference  Election  may  not be made earlier
     than five (5) years after  the  designated distribution date
     under the existing Distribution Preference Election.

     A  Participant may make one or more subsequent  Distribution
Preference Elections without regard to the preceding requirements
of  this  Section  7.5 provided any such subsequent  Distribution
Preference  Election  is  made on or before  December  31,  2006.
Notwithstanding the preceding sentence, a subsequent Distribution
Preference  Election made in 2006 shall not apply to  any  amount
otherwise  to  be  distributed in 2006, and shall  not  cause  an
amount  to  be  distributed  in  2006  that  would  otherwise  be
distributed in a later year.

     7.6  Mandatory Distribution Upon Separation from Service. In
the event of a Participant's Separation from Service, then unless
the  Participant's  Account  is  to  be distributed earlier under
another  provision of this Article VII, the Participant's Account
will  be  distributed  by the  Employer to the Participant  in  a
lump  sum  payment as soon as administratively feasible after the
date  that  is six months after the Participant's Separation from
Service.

     7.7  Mandatory  Distribution Upon Change in Control.  In the
event  of  a  Change  in  Control,  then unless the Participant's
Account is to  be  distributed earlier under another provision of
this Article  VII,  the Participant's Account will be distributed
by the  Employer to the Participant in a lump sum payment as soon
as  administratively  feasible  following  the occurrence of such
Change of Control.

     7.8  Mandatory Distribution Upon Disability. In the event of
the  Disability of the Participant, then unless the Participant's
Account  is  to be distributed earlier under another provision of
this Article  VII,  the Participant's Account will be distributed
by the Employer to  the Participant in a lump sum payment as soon
as administratively  feasible following the determination of such
Disability.

     7.9  Mandatory Distribution Upon Death.  In the event of the
death  of the Participant, then the Participant's Account will be
distributed by the Employer to the Participant's Beneficiary in a
lump sum  payment  as soon as administratively feasible following
the Participant's death.

<PAGE> 8

     7.10 Distribution   Upon  Unforeseeable  Emergency.  If  the
Committee  determines  that  a  Participant  has an Unforeseeable
Emergency,  then  upon the written request of the Participant the
Committee  may  direct  the  Employer   to   distribute   to  the
Participant an  amount that shall not exceed the amount necessary
to satisfy such  emergency  need  plus  amounts  necessary to pay
taxes reasonably anticipated  as  a  result  of the distribution,
after taking into account  the extent to which the such emergency
is or may be  relieved  through  reimbursement or compensation by
insurance or  otherwise,  or by  liquidation of the Participant's
assets, to the  extent  the  liquidation of such assets would not
itself cause severe financial hardship.

     7.11 Adjustments  to  Accounts.  At any time a Participant's
entire  Account is to be distributed hereunder, the Participant's
Account shall be adjusted, as provided in Section 6.1 and Section
6.2,  prior  to  the  date  of  distribution  and  as  near    as
administratively feasible to the date of distribution.

                          ARTICLE VIII
                    AMENDMENT OR TERMINATION

     The  Board may, in its sole discretion, at any time and from
time  to  time, amend, in whole or in part, any of the provisions
of the Plan or may terminate it as a whole or with respect to any
Participant  or  group  of Participants;  provided,  however,  no
amendment or termination shall accelerate or postpone the time of
any distributions hereunder.

                           ARTICLE IX
                         ADMINISTRATION

     9.1   Committee.  The Board will appoint,  or  delegate  the
appointment  of,  a  Committee  to  administer  the  Plan.    The
Committee  will act by a majority of its members  except  to  the
extent   it   has  delegated  responsibilities  hereunder.    The
Committee  will have the following powers, rights and  duties  in
addition to those granted to it elsewhere in the Plan:

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

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

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

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

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

<PAGE> 9

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

     9.3  Information to be Furnished. The Employer shall furnish
the  Committee  or its delegates such data and information as may
be  required.  The records  of the Employer as to a Participant's
Separation from Service,  Compensation,  Beneficiary  designation
and elections hereunder will be conclusive on all  persons unless
determined to be incorrect.

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

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

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

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

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

                            ARTICLE X
                        CLAIMS PROCEDURE

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

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

<PAGE> 10

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

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

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

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

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

                           ARTICLE XI
                          MISCELLANEOUS

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

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

     11.3 Terms.  Where  the context permits, words in the plural
shall  include  the  singular,  and  words  in the singular shall
include the plural.

     11.4 Governing Law.  Except   to  the extent governed by the
Employee Retirement Income Security  Act of 1974, as amended, the
provisions  of  this Plan  shall be   construed  and  interpreted
according to the laws of the state of Kansas.

     11.5 Nonassignability.  Neither a Participant  nor any other
person  shall  have any right to commute, sell, assign, transfer,
pledge,  anticipate, mortgage or  otherwise encumber, hypothecate
or convey  in  advance  of  actual  receipt  the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights
to  which  are, expressly  hereby declared to be unassignable and
nontransferable.  No part  of the amounts payable shall, prior to
actual payment, be subject  to  seizure  or  separation  for  the
payment of any debts, judgments, alimony or separate

<PAGE> 11

maintenance  owed  by  a  Participant or any other person, nor be
transferable by operation of law in the event of a  Participant's
or   another person's bankruptcy or insolvency.

     11.6 Tax Obligations.   The Employer will withhold from that
portion  of  the  Participant's  Compensation  that  is not being
deferred,   in   a   manner   determined   by  the  Employer, the
Participant's   share  of  FICA   and  other  employment taxes on
Deferrals and Company Contributions.  The  Employer will withhold
from  any  payments  made  to  a  Participant  under the Plan all
federal, state and  local  income,  employment and   other  taxes
required to be withheld  by  the Employer in connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Employer.

<PAGE> 11

     11.7 Not a Contract of Employment.  The terms and conditions
of   this  Plan  shall  not be deemed to constitute a contract of
employment  between  any  Employer  and  any  Participant  or any
Eligible Employee.  Such employment is hereby acknowledged  to be
an "at will" employment relationship that can  be  terminated  at
any time for any reason, or no reason, with or without cause, and
with or without notice, unless otherwise expressly  provided in a
written employment agreement.  Nothing   in  this  Plan  shall be
deemed to give a Participant the right  to  be  retained in   the
service of any Employer or to interfere  with  the  right  of  an
Employer to discipline or discharge the Participant at any  time.

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

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

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

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

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

<PAGE> 12

     The  Company hereby agrees to the provisions of  this  Plan,
and,  in  witness thereof, the Company causes this  Plan  to  be,
executed on this 29th day of December, 2005.



                                        SEABOARD CORPORATION



                                        By: /s/ Robert L. Steer

<PAGE> 13





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>8
<FILENAME>ex13.txt
<DESCRIPTION>2005 ANNUAL REPORT
<TEXT>

                                                     Exhibit 13

                      SEABOARD CORPORATION


 Description of Business

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

 Table of Contents

  Letter to Stockholders                                         2
  Principal Locations                                            3
  Division Summaries                                             4
  Summary of Selected Financial Data                             6
  Quarterly Financial Data (unaudited)                           7
  Management's  Discussion & Analysis of  Financial  Condition
   and Results of Operations                                     8
  Managements' Responsibility for Financial Statements          25
  Managements'  Report  on  Internal  Control  over  Financial
   Reporting                                                    25
  Report  of Independent Registered Public Accounting Firm  on
  Internal Control over Financial Reporting                     26
  Report  of Independent Registered Public Accounting Firm  on
  Consolidated Financial Statements                             26
  Consolidated Statements of Earnings                           28
  Consolidated Balance Sheets                                   29
  Consolidated Statements of Cash Flows                         30
  Consolidated Statements of Changes in Equity                  31
  Notes to Consolidated Financial Statements                    32
  Stockholder Information                                       60

 This report, including information included or incorporated by
 reference  in  this  report, contains certain  forward-looking
 statements with respect to the financial condition, results of
 operations, plans, objectives, future performance and business
 of  Seaboard  Corporation  and  its  subsidiaries  (Seaboard).
 Forward-looking  statements generally  may  be  identified  as
 statements  that are not historical in nature; and  statements
 preceded by, followed by or that include the words "believes,"
 "expects,"  "may,"  "will," "should," "could,"  "anticipates,"
 "estimates,"  "intends,"  or  similar  expressions.   In  more
 specific  terms, forward-looking statements, include,  without
 limitation:  statements  concerning  projection  of  revenues,
 income  or  loss, capital expenditures, capital  structure  or
 other  financial items, including the impact of mark-to-market
 accounting on operating income; statements regarding the plans
 and objectives of management for future operations; statements
 of  future  economic  performance;  statements  regarding  the
 intent,  belief  or current expectations of Seaboard  and  its
 management with respect to: (i) 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, sugar and other products,
 (iv)  the  sales price or market conditions for other products
 and   services,   (v)   statements   concerning   management's
 expectations   of   recorded  tax   effects   under   existing
 circumstances,  (vi)  the  ability  of  trading and milling to
 successfully compete in the markets it serves and the  "volume
 of business and working capital requirements  associated  with
 the competitive trading environment,   (vii)  the charter hire
 rates and fuel prices for  vessels,  (viii)  the  stability of
 the   Dominican  Republic's  economy   and  demand  for power,
 related spot market prices  and collectibility of  receivables
 in the Dominican Republic, (ix)  the effect of the fluctuation
 in exchange rates for the Dominican  Republic  peso,  (x)  the
 potential effect  of Seaboard's  investment in a wine business
 on the  consolidated financial  statements, (xi) the potential
 impact  of various environmental actions pending or threatened
 against  Seaboard,  (xii)  statements concerning profitability
 or sales volume  of  any  of  Seaboard's segments,  (xiii) the
 impact of the 2005 Daily's acquisition in enhancing Seaboard's
 ability   to  venture  into   other  further   processed  pork
 products,  (xiv)   the  timetable  for  the Triumph Foods pork
 processing  plant  to  reach  full   double   shift  operating
 capacity, (xv) the ability of Seaboard to successfully  market
 the  increased  volume  of  pork produced by Triumph Foods, or
 (xvi) other trends affecting  Seaboard's  financial  condition
 or  results  of operations,  and statements of the assumptions
 underlying  or relating to any of the foregoing statements.

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

<PAGE> 1

                    Letter to Stockholders

In   the   face  of  fluctuating  commodity  prices  and   global
uncertainty, Seaboard delivered a second straight year of  record
profits  in  2005.  We have earned more in this two  year  period
than  the previous thirteen years combined.  Since January  2004,
stockholders' equity has nearly doubled and our stock  price  has
risen  over  400%.  This excellent performance comes from  across
all  of  our  major business divisions.  This is a reflection  of
positive industry factors and strong management.  I am proud  not
only  of the aggregate performance but of how well we have  fared
relative to our peers in each of our industries.

I  have often talked about the commodity nature of our businesses
and  of  how  our  "portfolio of companies" can provide  a  hedge
against a decline in any one of our businesses. Over the past two
years,  we  have had the good fortune of having all of our  major
businesses  performing at very high levels.   This  may  be  best
illustrated  in  the  case of our marine business,  which  posted
record  earnings despite very high charter rates  for  ships  and
rising  fuel costs.  I am particularly gratified to see  Seaboard
Marine  do so well during the first year of leadership under  the
division's new president, Eddie Gonzalez.  In addition to  facing
the  usual  challenges in the maritime business, Seaboard  Marine
had to deal with Hurricanes Katrina and Wilma, which impacted our
operations  in  Miami and Houston as well  as  a  number  of  our
foreign outports.

In  2005,  we  changed the name of our pork group  from  Seaboard
Farms to Seaboard Foods.  This better reflects the nature of  our
existing  operations and strategic plan to move  forward  on  the
value  chain  toward  more  varied products  in  the  retail  and
foodservice  sectors.  An increasing number of products  produced
by  Seaboard  Foods are further processed.  This includes,  among
other  things,  marinated, cooked and specially  prepared  higher
value items for export.  With the purchase of Daily's in July  of
2005,  Seaboard has become a major producer of a variety of bacon
products  with  a  greater  presence  in  the  food  service  and
institutional markets.  We intend to use the Daily's platform  to
substantially increase the amount of ham products we  produce  as
well.   To  handle  the expected growth in our  value-added  meat
business,  Seaboard  Foods intends to  begin  construction  of  a
further  processing facility in 2006.  As we  move  further  into
value-added and higher end products, it is more likely  that  you
will  be able to find our products in retail stores.  I encourage
you  to try our products.  I think you will be as impressed as  I
am with our quality, consistency and product presentation.

Despite   political  and  economic  challenges  we   are   seeing
worldwide,   our  grain  processing  and  trading  division   has
completed  another  very successful year.  Milling  revenues  and
operating income reached record levels this year and our plan  is
to continue in an expansionary mode as trade and grain processing
opportunities  arise.  Although our operations are  scattered  in
numerous  locations,  we are building a focused  logistical  base
which  we  believe will secure our competitive position for  many
years to come.

With   our   excellent   performance,  we find ourselves  in  the
favorable  position of having a substantial amount of  liquidity.
This  liquidity  not only provides a safety net against  volatile
commodity  markets, but also puts us in a good position  to  make
strategic   acquisitions  in  the  future.   We  are   constantly
evaluating opportunities to grow our businesses, both organically
and  through acquisitions.  In the U.S. and overseas, there is  a
substantial  amount of cash and investment capital  available  in
the market today to fund acquisitions.  Increasingly we see hedge
funds   and   private  equity  compete  for  strategic   business
opportunities.    This  has  made  some  acquisition   candidates
unattractive  as purchase multiples have risen to extremely  high
levels.   We  will be cautious in making acquisitions  to  ensure
that we get good value.

The  overall profitability of our company from year  to  year  is
going  to  be  impacted by commodity markets.  This includes  the
price  of  feed  and food grains, protein meals,  hogs  and  pork
products,   and   the   cost   of  fuel,   trucking   and   ocean
transportation.  We know from experience that the  confluence  of
events and prices that has led to such high profitability in  the
last  two years is not sustainable over the long term.   We  have
already  started  to  see  some  softness  in  the  meat  sector,
including pork, which, if it continues, may signal a retreat from
the  record profits we have experienced.  Aside from this and the
cyclical  nature  of  our businesses, we remain  very  optimistic
about our long term prospects.

I encourage all of our investors to visit our  corporate  website
where you can get a better idea  of what our company does and how
we operate.

I  would  like to thank our customers, employees and shareholders
for their loyalty and involvement with the Company.  Your support
is very much appreciated.



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

<PAGE> 2

                      Principal Locations

Corporate Office
                              Molinos Champion, S.A.*       Seaboard del Peru,
Seaboard Corporation             Molinos del Ecuador, C.A.*    S.A.
 Shawnee Mission,              Ecuador                       Peru
 Kansas
                              National Milling Company      Seaboard Freight &
Pork                             of Guyana, Inc.               Shipping Jamaica
                               Guyana                          Limited
Seaboard Foods LP                                            Jamaica
Pork Division Office
 Shawnee Mission,             National Milling
 Kansas                          Corporation Limited        Seaboard Honduras,
                               Zambia                        S. de R.L. de C.V.
Processing Plant                                             Honduras
 Guymon, Oklahoma             Seaboard West Africa
                                 Limited                    Seaboard Marine
Live Production                Sierra Leone                     Bahamas Ltd.
 Operation Offices                                           Bahamas
  Julesburg, Colorado          Marine
  Hugoton, Kansas                                           Seaboard Marine
  Leoti, Kansas               Seaboard Marine Ltd.             (Trinidad) Ltd.
  Liberal, Kansas                Marine Division Office      Trinidad
  Rolla, Kansas                Miami, Florida
  Guymon, Oklahoma                                          Seaboard Marine of
  Hennessey, Oklahoma         Port Operations                  Haiti, S.E.
  Optima, Oklahoma             Fernandina Beach, Florida     Haiti
                               Houston, Texas
                               Miami, Florida               SEADOM, S.A.
Processed Meats                New Orleans, Louisiana        Dominican Republic
 Salt Lake City, Utah          Philadelphia, Pennsylvania
 Missoula, Montana
                              Agencias Generales Conaven,   Seamaritima S.A. de
                                  C.A.                         C.V.
Commodity Trading & Milling    Venezuela                    Mexico

                              Agencia Maritima del Istmo,
Commodity Trading Operations      S.A.                      Sugar and Citrus
 Bermuda                       Costa Rica
 Ecuador                                                    Ingenio y Refineria
 South Africa                 Cayman Freight Shipping          San Martin del
                                 Services, Ltd.                Tabacal SRL
                               Cayman Islands               Argentina
Les Moulins d'Haiti
 S.E.M.*                      JacintoPort International LP
  Haiti                        Houston, Texas               Power

Lesotho Flour Mills           Representaciones Maritimas y  Transcontinental
 Limited                         Aereas, S.A.                  Capital Corp.
  Lesotho                      Guatemala                       (Bermuda) Ltd.
                                                             Domincan Republic
Life Flour Mill Ltd*          Sea Cargo, S.A.
Top Feeds Limited*             Panama
 Nigeria                                                    Other
                              Seaboard de Colombia, S.A.
Minoterie de Matadi,           Colombia                     Boyar Estates S.A.*
 S.A.R.L.*                                                   Bulgaria
  Democratic Republic         Seaboard de Nicaragua, S.A.
  of Congo                     Nicaragua                    Chestnut Hill Farms
                                                                Honduras, S. de
Minoterie de Matadi,                                            R.L. de C.V.
 S.A.R.L.*                                                   Honduras
  Republic of Congo
                                                            Mount Dora Farms
Mobeira, SARL                                                   Inc.
 Mozambique                                                  Miami, Florida

*Represents a non-controlled, non-consolidated affiliate

<PAGE> 3

                         Division Summaries

Pork Division

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

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

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

Seaboard's  Pork  Division also owns two bacon processing  plants
located  in  Salt  Lake  City, Utah and Missoula,  Montana.   The
processing  plants  produce premium sliced and  pre-cooked  bacon
primarily  for food service.  This acquisition in 2005  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 further processed pork products.

In  early 2004, Seaboard entered into a marketing agreement  with
Triumph  Foods  LLC (Triumph) to market all of the pork  products
produced  at  Triumph's  pork processing  plant  in  St.  Joseph,
Missouri.   Seaboard earns a commission for this service  and  is
entitled to be reimbursed for certain expenses.  The plant  began
operations in January 2006.

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

Commodity Trading & Milling Division

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

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

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

<PAGE> 4

Marine Division

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

Seaboard's  fleet  consists of eight owned and  approximately  27
chartered vessels, thousands of dry, refrigerated and specialized
containers  and  related equipment.  Within  its  service  lanes,
Seaboard is one of the largest shippers in terms of cargo  volume
to and from the Port of Miami and provides direct service to over
25  countries.  Seaboard also provides extended service from  our
domestic  ports of call to and from multiple foreign destinations
through  connecting  carrier agreements with major  regional  and
global carriers.

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

Other Divisions

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

Seaboard is involved in the production and refining of sugar, and
the  production and processing of citrus products  in  Argentina.
These  products are primarily marketed locally with some  exports
to  the United States, other South American countries and Europe.
Seaboard's mill, one of the largest in Argentina, currently has a
processing capacity of approximately 200,000 metric tons of sugar
per   year.    The  mill  is  located  in  the  Salta   Province.
Approximately  50,000 acres of this land is  planted  with  sugar
cane which supplies the majority of the raw product processed  by
the  mill.   Another approximately 3,000 acres  is  planted  with
orange trees.

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

Seaboard  processes  jalapeno peppers at its plant  in  Honduras.
These  products  are  shipped to the United  States  on  Seaboard
Marine  vessels and distributed from Seaboard's port  facilities.
Seaboard  also  has an equity investment in a wine business  that
produces  wine in Bulgaria for distribution primarily  throughout
Europe.

<PAGE> 5


                           Summary of Selected Financial Data

                                        Years ended December 31,
(Thousands of dollars
except per share amounts) 2005        2004        2003        2002        2001

Net sales            $2,688,894  $2,683,980  $1,981,340  $1,829,307  $1,804,610

Operating income     $  320,045  $  251,254  $   68,786  $   47,125  $  114,352

Net earnings         $  266,662  $  168,096  $   31,842  $   13,507  $   51,989

Basic earnings per
 common share        $   212.20  $   133.94  $    25.37  $     9.38  $    34.95

Diluted earnings per
 common share        $   211.94  $   133.94  $    25.37  $     9.38  $    34.95

Total assets         $1,816,321  $1,436,694  $1,325,691  $1,281,141  $1,234,757

Long-term debt, less
 current maturities  $  201,063  $  262,544  $  321,555  $  318,746  $  255,819

Stockholders' equity $  977,870  $  692,682  $  520,565  $  486,731  $  528,420

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

In  the fourth quarter of 2005, Seaboard made a one-time election
to  repatriate  previously permanently invested foreign  earnings
resulting  in  a total tax expense of approximately  $11,586,000,
recognized  a tax benefit of $21,428,000 for the finalization  of
certain  tax years as a result of a settlement with the  Internal
Revenue Service and recognized a tax benefit of $4,977,000  as  a
result  of an agreement with the Puerto Rican Treasury department
that favorably resolved certain prior years' tax issues.  The net
effect  of  these  events  was an increase  in  net  earnings  of
$14,819,000,  or  $11.78 per common share on a  diluted  earnings
basis  for  the  year.  See Note 7 of the Consolidated  Financial
Statements for further discussion.

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

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

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

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

During  2002, Seaboard completed a series of transactions related
to  its  Argentine sugar business, resulting in  a  one-time  tax
benefit  of  $14,303,000.  Also during 2002, Seaboard effectively
repurchased  232,414.85 shares of common stock  from  its  parent
company.   See  Note 12 to the Consolidated Financial  Statements
for  further  discussion.   Seaboard's 2002  and  2001  financial
position  and results of operations were negatively  impacted  by
the  devaluation  of  the Argentine peso.  See  Note  12  to  the
Consolidated Financial Statements for further discussion.

<PAGE> 6

Quarterly Financial Data (unaudited)

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

2005

Net sales                   $ 713,327 $ 736,962  $ 636,779 $ 601,826 $2,688,894

Operating income            $  97,080 $  82,148  $  65,383 $  75,434 $  320,045

Net earnings                $  68,677 $  62,584  $  52,590 $  82,811 $  266,662

Earnings per common share:

 Basic                      $   54.72 $   49.87  $   41.90 $   65.65 $   212.20

 Diluted                    $   54.72 $   49.87  $   41.69 $   65.65 $   211.94

 Dividends per common share $    0.75 $    0.75  $    0.75 $    0.75 $     3.00

 Market price range per common share:

                  High      $1,147.20 $1,695.00  $1,784.00 $1,809.00

                  Low       $  978.00 $  855.00  $1,177.00 $1,290.00

2004

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

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

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

Earnings per common share:

 Basic                      $   21.81 $   27.29  $   37.09 $   47.74 $   133.94

 Diluted                    $   21.81 $   27.29  $   37.09 $   47.74 $   133.94

Dividends per common share  $    0.75 $    0.75  $    0.75 $    0.75 $     3.00

Market price range per common share:

                  High      $  352.00 $  498.00  $  669.99 $1,038.00

                  Low       $  280.00 $  317.00  $  482.65 $  545.00

In  the fourth quarter of 2005, Seaboard made a one-time election
to  repatriate  previously permanently invested foreign  earnings
resulting  in  a total tax expense of approximately  $11,586,000,
recognized  a tax benefit of $21,428,000 for the finalization  of
certain  tax years as a result of a settlement with the  Internal
Revenue Service and recognized a tax benefit of $4,977,000  as  a
result  of an agreement with the Puerto Rican Treasury department
that favorably resolved certain prior years' tax issues.  The net
effect  of  these  fourth quarter events was an increase  in  net
earnings of $14,819,000, or $11.75 per common share on a  diluted
basis  for the quarter.  See Note 7 of the Consolidated Financial
Statements for further discussion.

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

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

<PAGE> 7

               Management's Discussion & Analysis

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

OVERVIEW

Seaboard  is  a  diverse agribusiness and transportation  company
with  global operations in several industries.  Most of the sales
and costs of Seaboard's segments are significantly influenced  by
worldwide fluctuations in commodity prices or changes in  foreign
political and economic conditions.  Accordingly, sales, operating
income  and cash flows can fluctuate significantly from  year  to
year.  As  each  segment  operates in  unrelated  industries  and
different  geographical  locations,  management  evaluates  their
operations separately.  Seaboard determined its segments based on
information provided to the chief operating decision maker  which
is   used  to  determine  allocation  of  resources  and   assess
performance.

Pork Segment

Management  views the Pork segment as Seaboard's most significant
operation.  It is primarily a domestic business with some  export
sales  to  Japan and other foreign markets.  All  sales  of  pork
products  are  generated from a single hog  processing  plant  in
Guymon, Oklahoma, which operates at double shift capacity and two
bacon  plants  located  in  Salt Lake City,  Utah  and  Missoula,
Montana acquired in 2005.  In 2005, Seaboard raised over  70%  of
the  hogs  processed at the Guymon plant with the  remaining  hog
requirements purchased primarily under contracts from independent
producers.

This  segment  is  also the most capital intensive  segment  with
approximately 40% of consolidated assets, including approximately
70%  of  Seaboard's fixed assets and material dollar amounts  for
live  hog  inventories.   Management believes  the  Pork  segment
possesses the ability to generate more operating income and  cash
flow in any one year than any of Seaboard's other businesses,  as
was demonstrated by the 2005 and 2004 operating results.

In  July  2005, Seaboard completed the acquisition of Daily's,  a
bacon  processor  located  in  the western  United  States.   The
acquisition included 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 further processed  pork
products.

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

Seaboard  is  currently  evaluating  several  further  processing
opportunities   related  to  its  pork  operations.    Management
currently has no immediate plans for significant expansion of its
live  production facilities to support the Guymon plant.  As  the
Guymon  plant  operates at capacity, to improve operating  income
Seaboard is constantly working towards improving the efficiencies
of  the  Pork operations as well as considering ways to  increase
margins by expanding product offerings.

In  early 2004, Seaboard entered into a marketing agreement  with
Triumph  Foods  LLC (Triumph) to market all of the pork  products
produced  at  Triumph's  pork processing  plant  in  St.  Joseph,
Missouri.   Seaboard earns a commission for this service  and  is
entitled to be reimbursed for certain expenses.  The plant  began
operations  in January 2006.  This plant has similar capacity  to
Seaboard's  Guymon plant with the business based  upon  the  same
integrated  model  as  Seaboard's.   The  Triumph  plant  is  not
expected to reach full double shift operating capacity until 2007.

<PAGE> 8

Commodity Trading and Milling Segment

The  Commodity  Trading and Milling segment is Seaboard's  second
largest  segment  with approximately 15% of consolidated  assets,
which  consist primarily of working capital assets.  This segment
principally operates overseas with locations in Africa,  Bermuda,
South America and the Caribbean.  These foreign operations can be
significantly  impacted  by  local  crop  production,   political
instability, economic conditions and currency fluctuations.  This
segment's  sales are also significantly affected  by  fluctuating
prices  for various commodities, such as wheat, corn and  soybean
meal.   Although this segment owns eight ships, most of the third
party  trading  business  is  transacted  with  chartered  ships.
Charter hire rates, influenced by available charter capacity  for
worldwide trade in bulk cargoes, and related fuel costs can  also
impact  business  volumes and margins.  The  milling  businesses,
both  consolidated  and non-consolidated affiliates,  operate  in
many  foreign  and,  in  most cases, lesser developed  countries.
Subsidized wheat and flour exports can create fluctuating  market
conditions that can have a significant impact on both the trading
and milling businesses' sales and operating income.

The majority of the Commodity Trading and Milling segment's sales
pertain  to  the  commodity trading business.  As  the  commodity
trading  portion of the business originates grain sales from  and
sells  to  many international locations, timing of completion  of
voyages,  and  the  availability of  and  rates  for  bulk  cargo
shipping   can  significantly  affect  sales  volumes,  operating
income,  working capital and related cash flows from  quarter-to-
quarter.   Seaboard  continues  to  look  for  opportunities  for
additional markets to expand the milling operations.

Effective  May 9, 2005 Seaboard's Commodity Trading  and  Milling
segment  agreed  to  sell  some components  of  its  third  party
commodity   trading   operations.    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.

Marine Segment

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

Seaboard's  marine  business operates in many foreign  countries,
and   can  experience  significant  fluctuations  as a result  of
local   economic  or  political  instability.   In  prior  years,
Seaboard  has  experienced  the  effects  of  the  economic   and
political  instability  in Venezuela which  also  affected  other
related  South American markets.  This had a significant negative
impact  on  operating income while reducing related  cash  flows.
During  this time, Seaboard replaced the lost Venezuelan  volumes
with  new  routes,  and  expanded  volumes  on  existing  routes,
although  margins decreased.  During 2004, Seaboard was  able  to
increase  cargo  rates in most markets, and  commercial  activity
improved  in  Venezuela.   During  2005,  Seaboard  was  able  to
continue increasing its cargo rates in most markets.  These  rate
increases helped offset higher charter hire rates and fuel costs.
Assuming this segment continues to expand its volumes, needs  for
cargo carrying and handling equipment will increase over the next
couple of years.  Seaboard continues to look for ways to increase
volumes  on  existing routes while looking to provide  additional
new services for the region.

Sugar and Citrus Segment

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

<PAGE> 9

As the functional currency of the Sugar and Citrus segment is the
Argentine  peso,  the currency exchange rate  can  also  have  an
impact  on reported U.S. dollar sales, operating income and  cash
flows.   Financing  needs  for  the foreseeable  future  are  not
expected   to  be  significant  for  this  operation.    Seaboard
continues  to  explore ways to improve and  expand  its  existing
operations  while considering other alternatives to  expand  this
segment.

Power Segment

Seaboard's  Power segment operates as an unregulated  independent
power  producer  in the Dominican Republic (DR) generating  power
from  diesel  engines mounted on two barges. Historically,  these
engines  have  been fully dispatched as a result of the  relative
efficiency  of  the operations, and until the end  of  2003,  the
engines  operated  at capacity.  This segment's  financing  needs
have  been  minimal.  Until the past few years, this segment  had
produced  some  of Seaboard's best return on investment  although
operating  cash flows have fluctuated from inconsistent  customer
collections.  Seaboard has contracts to sell approximately 40% of
its  power to certain government-approved commercial large  users
under  long-term contracts and, at year-end, entered into  short-
term  contracts  for  most of the remaining  production.   Energy
produced  in  excess of contracted amounts is sold  on  the  spot
market to three wholly or partially-government-owned distribution
companies   or   other  generators  who  lack  sufficient   power
production to service their customers.  Fuel is the largest  cost
component but increases in fuel prices have generally been passed
through to customers.

During  2003,  the exchange rate for the Dominican peso  devalued
significantly before stabilizing somewhat during 2004  and  2005.
In  addition, since the last half of 2003, the power industry  in
the  DR  has suffered from a cash flow imbalance that began  when
the government did not allow retail electricity rates charged  by
the  distribution companies to increase sufficiently in a  timely
manner to cover the significant peso devaluation and increases in
U.S. dollar-denominated fuel costs.

As  a  result  of  a  more stable payment  performance  from  all
customers,  during  the last half of 2005 management  decided  to
produce  at  near capacity, while during 2004 Seaboard  curtailed
its  level of power production from time to time due to  lack  of
payments   from  spot  sales.   Seaboard  continues   to   pursue
additional  commercial  contract customers,  which  would  reduce
dependency  on  the  government  for  liquidity.   In   addition,
Seaboard is pursuing additional investment opportunities  in  the
power industry.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of December 31, 2005 increased
$278.6  million from December 31, 2004 reflecting cash  generated
from  operations,  short-term borrowings of $90.0  million  which
occurred at year-end primarily to help fund a one-time qualifying
foreign  intercompany dividend (see Note 7  to  the  Consolidated
Financial  Statements  for further discussion)  and  proceeds  of
$26.5 million from the sale of a portion of the commodity trading
operations  as  discussed  below.   While  cash  from   operating
activities  totaled $331.1 million, $64.2 million  was  used  for
capital  expenditures,  $60.6  million  was  used  for  scheduled
maturities of long-term debt, and $48.0 million was used for  the
acquisition of Daily's as discussed below.

Cash  from operating activities for 2005 increased $137.0 million
compared to 2004, primarily reflecting increased earnings of  the
Pork  and Marine segments.  In addition, ongoing working  capital
requirements have decreased for the Commodity Trading and Milling
segment with the sale of some components of the commodity trading
operations,  as  discussed below, and as  a  result  of  improved
collections of receivables for the Power segment.

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

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

<PAGE> 10

Trading and  Milling  segment, the overall  increase  in  trading
activity   and  commodity  costs  caused  increases  in  accounts
receivable   and   inventories.   Working   capital  needs   also
increased  for  the Power segment as a result of continuing  slow
collections  of accounts receivable.   Overall, the Pork  segment
and,  to a lesser degree, the Marine segment generated cash  from
operating activities.

Acquisitions, Capital Expenditures and Other Investing Activities

During  2005  Seaboard invested $64.2 million in property,  plant
and  equipment, of which $8.1 million was expended  in  the  Pork
segment,  $13.8  million  in the Commodity  Trading  and  Milling
segment,  $30.0 million in the Marine segment, $11.2  million  in
the  Sugar  and Citrus segment and $1.1 million in the  remaining
businesses.  For the Commodity Trading and Milling segment, $10.3
million  was  spent  to  purchase a used  bulk  vessel  and  make
necessary improvements. For the Marine segment, $8.8 million  was
spent  to  purchase two previously chartered containerized  cargo
vessels  and  a crane, 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 were of a normal recurring nature
and  primarily included replacements of machinery and  equipment,
and general facility modernizations and upgrades.

The  Pork  segment is currently planning to expand its  processed
meats  capabilities by constructing a separate further processing
plant,  primarily  for  bacon  and  sausage  processing,  at   an
approximate cost of $40.0 million.  Construction of this facility
is expected to begin during 2006 and to be completed in 2007 with
approximately  $29.3 million to be spent in 2006.   In  addition,
the  Pork  segment is pursuing the construction  of  a processing
plant to utilize by-products from its Guymon processing  plant to
produce biodiesel which will be marketed to third parties.   This
plant will be completed in 2007 and its estimated to  cost  $18.5
million with approximately $11.1 million  to  be  spent in  2006.
Triumph  Foods  has  the  option  to  participate  in up to fifty
percent  of  this  project and is in the process of reviewing its
participation.

The total 2006 capital expenditures budget is $116.7 million.  In
addition  to the projects detailed above, the Pork segment  plans
to   spend   $23.7  million  for  improvement  to  existing   hog
facilities, expansion of the further processing capacity acquired
from  Daily's,  upgrades  to  the  Guymon  processing  plant  and
additional   facility  upgrades  and  related   equipment.    The
Commodity Trading and Milling segment plans to spend $6.0 million
primarily  for  milling facility upgrades and related  equipment.
The  Marine  segment  has budgeted $34.5 million  for  additional
cargo   carrying  and  handling  equipment,  expansion  of   port
facilities and to purchase containerized cargo vessels  currently
chartered.   The  Sugar and Citrus segment plans  to  spend  $9.5
million   for  improvements  to  the  plantation  and  harvesting
equipment.  The balance of $2.6 million is planned to be spent in
all  other  businesses.  Management anticipates paying for  these
capital  expenditures from internally generated cash and the  use
of  available  short-term investments.  As of December  31,  2005
Seaboard   was  committed  to  spend  $1.6  million  to  purchase
equipment and make facility improvements.

As  discussed in Note 2 to the Consolidated Financial Statements,
at the beginning of the third quarter of 2005, Seaboard completed
the  acquisition  of  a  bacon processing  company  (Daily's)  in
exchange  for  $44.5  million  in  cash,  plus  working   capital
adjustments  of  approximately  $3.1  million,  a  4.74%   equity
interest  in  Seaboard Foods LP (formerly Seaboard  Farms,  Inc.)
valued  at  $44.5 million, a put right associated with the  4.74%
interest  in  Seaboard Foods LP valued at $6.7 million  and  $0.4
million  of  acquisition costs incurred.  The  cash  payment  was
funded with proceeds from the sale of short-term investments.

As  discussed in Note 2 to the 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 $26.5 million. Transactions in process at the date
of sale were completed by and were the responsibility of Seaboard
after  the  date of sale. 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 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.
Seaboard  has

<PAGE> 11

contracted  to pay the remaining  portion  of  the investment  as
soon  as  the local government,  regulatory and banking approvals
are   received.   However, because  of  delay  in  obtaining  the
requisite     consents,     both     the     seller    and    the
purchaser  presently  have the right to cancel  the  transaction,
although  neither  has yet exercised this right.  It  is  unknown
when,  or  if,  the requisite consents will ever be  obtained  in
order to complete the transaction.

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

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

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

Financing Activities, Debt and Related Covenants

As  a  result  of  the  one-time qualifying foreign  intercompany
dividend  paid,  as  discussed in  Note  7  to  the  Consolidated
Financial Statements, during December 2005 Seaboard entered  into
a  new  two-year committed credit facility totaling $50.0 million
and  a  new  $50.0 million uncommitted credit line for a  foreign
subsidiary  in  the  Commodity Trading and  Milling  segment.  In
addition,  Seaboard entered into a new $25.0 million  uncommitted
credit facility to finance the working capital needs of a foreign
subsidiary  in the Commodity Trading and Milling segment.   Also,
during the fourth quarter of 2005, Seaboard reduced its five year
committed  credit facility from $200.0 million to $100.0  million
because  of the current levels of cash and short-term investments
held  by  Seaboard.  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.
See Note 8 to the Consolidated Financial Statements for a summary
of  the material terms of Seaboard's credit facilities, including
financial ratios and covenants.

Management  believes  there  are  currently  no  covenants   that
materially  restrict  Seaboard's ability to undertake  additional
debt  financings.   As  of  December 31,  2005,  Seaboard  is  in
compliance  with  all  restrictive covenants  relating  to  these
arrangements.

In the fourth quarter of 2005, Seaboard issued 6,313.34 shares to
its  parent  company, Seaboard Flour LLC, as a result  of  a  tax
benefit  of  $8.3  million.   See Note  12  to  the  Consolidated
Financial Statements for further discussion.

In  January  2006,  Seaboard paid $2.1 million  to  purchase  the
equity  of  a VIE which was consolidated by Seaboard at  December
31,  2005.   This VIE owned certain facilities used in  the  Pork
segment's  vertically integrated hog production.  Non-controlling
interest related to this VIE on the consolidated balance sheet as
of December 31, 2005 was $1.1 million.

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

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

<PAGE> 12

The  following table represents a summary of Seaboard's available
borrowing   capacity  as  of  December  31,   2005.    Borrowings
outstanding   under  committed  and  uncommitted  lines   as   of
December  31,  2005  totaled  $50.0 million  and  $42.9  million,
respectively.   The  $50.0 million borrowing under  the  two-year
committed  line is classified in current liabilities at  December
31,  2005  as Seaboard has the ability and intent to  repay  such
borrowings  during  the next year.  Letters of  credit  of  $56.5
million reduced Seaboard's borrowing capacity under its committed
credit  lines primarily representing $42.7 million for Seaboard's
outstanding  Industrial  Development  Revenue  Bonds  and   $13.2
million related to insurance coverages.

                                                       Total amount
(Thousands of dollars)                                  available

Long-term credit facilities - committed                   $150,000
Short-term uncommitted demand notes                         79,926

Total borrowing capacity                                   229,926

Amounts drawn against lines                                 92,938
Letters of credit reducing borrowing availability           56,521

Available borrowing capacity at December 31, 2005         $ 80,467

Scheduled  long-term debt maturities range from $12.0 million  to
$63.3  million per year, or a total of $136.7 million,  over  the
next   three  years.   Management  believes  Seaboard's   current
combination  of  internally generated  cash,  liquidity,  capital
resources and short-term borrowing capabilities will be  adequate
for  its  existing operations and any currently  known  potential
plans  for expansion of existing operations or business segments.
Management    does,   however,   periodically   review    various
alternatives   for   future  financings  to  provide   additional
liquidity  for  future  operating plans.  Management  intends  to
continue seeking opportunities for expansion in the industries in
which  Seaboard  operates  and, based on  current  liquidity  and
available  borrowing  capacity, has  no  plans  to  pursue  other
financing alternatives.

Contractual Obligations and Off-Balance-Sheet Arrangements

A  summary  of  Seaboard's contractual  cash  obligations  as  of
December 31, 2005 is as follows:

                                               Payments due by period

                                            Less than   1-3      3-5  More than
(Thousands of dollars)               Total   1 year    years    years   5 years

Vessel  time-charter commitments   $ 98,677 $ 65,080 $ 33,597 $      - $      -

Contract grower finishing
    Agreements                      132,222   11,996   23,832   23,722   72,672

Other  operating lease payments      32,822    8,996   13,364    4,266    6,196

Total  lease obligations            263,721   86,072   70,793   27,988   78,868

Long-term debt                      262,478   61,415   75,245   49,287   76,531

Short-term notes payable             92,938   92,938        -        -        -

Other  purchase commitments         312,734  237,582   75,152        -        -

Total contractual cash obligations
  and commitments                  $931,871 $478,007 $221,190 $ 77,275 $155,399

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

<PAGE> 13

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

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

Seaboard  has also issued $2.7 million of guarantees  to  support
certain  activities  of  non-consolidated  affiliates  or   third
parties  who provide services for Seaboard.  See Note 11  to  the
Consolidated Financial Statements for a detailed discussion.

RESULTS OF OPERATIONS

Net  sales  for  the  year ended December 31, 2005  increased  to
$2,688.9  million  from $2,684.0 million  in  2004  and  $1,981.3
million  for  2003.   The  increase in  net  sales  in  2005  was
primarily  the result of improved average rates and  volumes  for
marine  cargo  services, the acquisition of  Daily's  and,  to  a
lesser  degree,  improved  international  markets  for  the  Pork
segment. Partially offsetting the increase was the sale  of  some
components   of   Seaboard's  third   party   commodity   trading
operations.  The increase in net sales in 2004 was primarily  the
result  of  increased  commodity trading  volumes  and  commodity
prices,  higher  market  prices for pork  products  and  improved
average rates for marine cargo service with increased volumes.

Operating  income increased to $320.0 million in  2005,  up  from
$251.3  million  in  2004 and $68.8 million  in  2003.  The  2005
improvement  compared  to 2004 primarily  reflects  the  improved
rates  and  volumes in the Marine segment, lower feed  costs  and
improved  international markets in the Pork  segment  and,  to  a
lesser  extent, the acquisition of Daily's.  Also  impacting  the
increase  in operating income is the effect of the mark-to-market
of  commodity  futures and options in the Commodity  Trading  and
Milling segment increasing operating income $9.3 million in  2005
compared  to  2004.   The  2004  improvement  compared  to   2003
primarily  reflects the higher market prices  for  pork  products
along  with  the improved average rates and, to a lesser  extent,
increased  volumes for marine cargo services.  Increased  trading
volumes also contributed to the 2004 increase.

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.

Operating  income for each segment presented below for  2004  and
2003  has  been adjusted to reflect changes in the allocation  of
administrative services by the corporate office as  discussed  in
Note 13 to the Consolidated Financial Statements.

Pork Segment
(Dollars in millions)                  2005      2004       2003

Net sales                            $1,023.9   $ 961.6    $ 735.7
Operating income                     $  182.7   $ 147.4    $  26.4

Net  sales for the Pork segment increased $62.3 million  for  the
year  ended  December 31, 2005 compared to 2004, primarily  as  a
result  of  the  acquisition of Daily's, a processor  of  premium
sliced  and  pre-cooked  bacon as discussed  in  Note  2  to  the
Consolidated  Financial Statements, and to a lesser  degree,  the
result  of  strong  demand  in  the international  markets  which
provided opportunities to shift volumes and product mix to higher
sales   price   opportunities  in  international  markets.    The
increases were partially offset by lower prices for pork products
in the domestic markets.

<PAGE> 14

Operating  income  increased $35.3 million  for  the  year  ended
December  31, 2005 compared with 2004 primarily as  a  result  of
lower  feed  costs  and, to a lesser extent, the  acquisition  of
Daily's,  lower  costs for third party hogs used for  processing,
and  a  higher percentage of Seaboard-raised hogs processed which
cost  less  than third party hogs.  In addition, the  prior  year
included  an $8.1 million LIFO benefit whereas for 2005 LIFO  was
virtually unchanged.

Management  is  unable to predict future market prices  for  pork
products  or  the  effect  on  market  prices  from marketing the
increased volumes of pork products produced by Triumph Foods, the
cost   of  feed  costs  and third party hogs,  or  how  long  the
relatively  strong overall market conditions will  be  sustained.
During  2005  and the last half of 2004, market prices  for  pork
products were unusually high compared to historic norms.  History
has  demonstrated that high market prices are not sustained  over
long periods of time but rather rise and fall based on prevailing
market  conditions.  Overall, management expects this segment  to
remain  profitable during 2006 although lower  than 2005.

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

Operating income for the Pork segment increased $121.0 million in
2004  compared with 2003 primarily reflecting higher sales prices
and volumes discussed above, partially offset by higher costs for
third  party hogs used for processing.  Also contributing to  the
improved  profitability percentage was an increase in  processing
of  both the number and percentage of Seaboard-raised hogs, which
cost  less  than  third party hogs in 2004.  For 2004,  operating
income  also  includes an $8.1 million LIFO  benefit,  reflecting
increases  in the number of Seaboard-raised hogs over  the  prior
year,  compared with a $3.8 million LIFO benefit in 2003.  During
2004,   Seaboard   expensed  $1.4  million  for  abandoned   land
development costs for certain potential hog production sites  and
a  potential second plant site that Seaboard has decided  not  to
pursue at this time.

Commodity Trading and Milling Segment
(Dollars in millions)                  2005       2004      2003

Net sales                             $ 835.7   $1,066.5   $ 667.9
Operating income                      $  34.4   $   29.3   $  18.0
Income (loss) from foreign affiliates $   8.1   $    5.8   $  (0.4)

As  discussed in Note 2 to the Consolidated Financial Statements,
effective May 9, 2005, Seaboard sold some components of its third
party commodity trading operations.  Seaboard intends to continue
competing in many of the markets and routes associated  with  the
sale  transaction.   Since Seaboard has conducted  its  commodity
trading  business with third parties, 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
first  half  of  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 the sale were completed by
and  the  responsibility of Seaboard after the date of the  sale.
Seaboard's revenues from the portion of the operations  sold  for
the  first  two  quarters  of 2005 totaled  approximately  $317.3
million, compared to $312.0 million for the first two quarters of
2004.   Net sales for the last two quarters of 2005 for the third
party  commodity  trading  operations decreased  $268.4  million,
compared to the last two quarters of 2004, primarily as a  result
of the transaction.

Net sales for the Commodity Trading and Milling segment decreased
$230.8  million for the year ended December 31, 2005 compared  to
2004.   This  decrease  primarily  reflects  the  sale  of   some
components of Seaboard's third party commodity trading operations
as  discussed above partially offset by an increase in sales  for
certain  consolidated  milling  operations  from  improved  local
operating  conditions.  As worldwide commodity price fluctuations
cannot  be

<PAGE> 15

predicted and as the impact of the  sale  transaction   discussed
above  is not  determinable,  management  is  unable  to  predict
future sales.

Operating income for this segment increased $5.1 million for 2005
compared  to 2004.  This increase primarily reflects the positive
fluctuation of $9.3 million in 2005 compared to 2004  of  marking
to  market  derivative contracts, as discussed  below,  and  $2.2
million  of  gains  on derivative instruments sold  in  the  sale
transaction as discussed above.  The increase was also the result
of   improved   operations  for  certain   consolidated   milling
locations.   The increase was partially offset by the lower sales
volume  as  a result of the sale discussed above and  higher  bad
debt  expenses in 2005 compared to 2004.  In addition,  in  prior
years  Seaboard had entered into some long-term charter contracts
allowing  it  to  take advantage of higher freight  market  rates
during  2004 which did not occur in 2005, increasing its  overall
profitability  percentage  during 2004.   Due  to  the  uncertain
political  and  economic  conditions in the  countries  in  which
Seaboard  operates,  management  is  unable  to  predict   future
operating results, but anticipates positive operating income  for
2006.

While  management believes its commodity futures and options  and
foreign  exchange  contracts  are economic  hedges  of  its  firm
purchase  and  sales  contracts, Seaboard does  not  perform  the
extensive   record-keeping  required  to  account  for  commodity
transactions  as  hedges  for accounting purposes.   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  products  are  delivered   to
customers,  these  mark-to-market adjustments will  be  primarily
offset by actual contract margins.  Operating income for the year
ended  December 31, 2005 includes commodity derivative  gains  of
$3.0  million  compared to losses of $5.4 million  for  2004  for
these  mark-to-market adjustments.  In addition, operating income
for  2005  includes  foreign  exchange  contract  gains  of  $0.9
million.   During  2004,  the  foreign  exchange  contracts  were
accounted  for  as  hedges.   See  Note  9  to  the  Consolidated
Financial  Statements for further discussion  on  accounting  for
commodity  derivatives.  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 above.

Income  from  foreign affiliates for the year ended December  31,
2005 improved $2.3 million from 2004.  This improvement primarily
reflects  improved  local  operating conditions.   Based  on  the
uncertainty  of  local political and economic situations  in  the
countries  in which the flour and feed mills operate,  management
cannot predict future results.

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

Operating  income  for this segment increased $11.3  million  for
2004  compared  to 2003 primarily reflecting the increased  sales
volumes  in  the trading business discussed above.  However,  the
impact  of  mark-to-market accounting for commodity  futures  and
options  contracts  partially  offset  the  improvement.    While
management  believes  its  commodity  futures  and  options   are
economic  hedges  of  its  firm  purchase  and  sales  contracts,
Seaboard  does not perform the extensive record-keeping  required
to  account  for commodity transactions as hedges for  accounting
purposes.   As  a  result, operating income for  the  year  ended
December  31,  2004 includes losses of $5.4 million  compared  to
gains   of   $2.6  million  for  2003  for  these  mark-to-market
adjustments.  As products are delivered to customers, these mark-
to-market  adjustments are primarily offset  by  actual  contract
margins,  assuming no further commodity price  fluctuation.   See
Note  9  to  the  Consolidated Financial Statements  for  further
discussion on accounting for commodity derivatives.  In addition,
Seaboard  had  entered into some long-term charter  contracts  in
2003,  allowing  it  to take advantage of higher  freight  market
rates   during   2004,   increasing  its  overall   profitability
percentage.

Income  from  foreign affiliates for the year ended December  31,
2004 improved $6.2 million from 2003.  This improvement primarily
reflects  improved operating results from most milling operations
generally as a result of improved local market conditions.

<PAGE> 16

Marine Segment
(Dollars in millions)                  2005      2004      2003

Net sales                             $638.3    $498.5    $409.0
Operating income                      $ 90.9    $ 63.9    $  8.5

Net sales for the Marine segment increased $139.8 million for the
year  ended  December 31, 2005, compared to 2004 as a  result  of
higher  average  cargo  rates and higher cargo  volumes  in  most
markets reflecting the continuation of improved market conditions
since the second half of 2004.

Operating   income   for   the  Marine   segment   increased   by
$27.0 million over 2004, primarily reflecting the increased rates
and  volumes discussed above, partially offset by higher  charter
hire  expenses,  fuel  costs  and, to  a  lesser  extent,  inland
transportation 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
in 2006 although lower than 2005.

Net  sales for the Marine segment increased $89.5 million for the
year  ended  December 31, 2004, compared to 2003 as a  result  of
higher average cargo rates, especially in the last half of  2004,
and higher cargo volumes.  Average cargo rates for 2004 increased
over  2003 reflecting improved market conditions and better cargo
mixes  in certain markets.  Higher cargo volumes were experienced
in  most  markets  as  a result of improved  economic  activities
within the countries served by this segment.  This was also  true
for  the  Venezuelan  market, which had  experienced  significant
decreases  during the past two years.  Operating income  for  the
Marine  segment  increased by $55.4 million over 2003,  primarily
reflecting  the higher average cargo rates and volumes  discussed
above.

Sugar and Citrus Segment
(Dollars in millions)                    2005      2004      2003

Net sales                               $89.0     $72.9     $70.7
Operating income                        $11.9     $12.2     $18.7
Earnings (loss) from foreign affiliates $ 0.1     $ 0.7     $(0.3)

Net  sales  for  the  Sugar  and Citrus segment  increased  $16.1
million  for the year ended December 31, 2005 compared  to  2004.
The  increase  was  due to higher export sales volumes  of  sugar
primarily  from increased purchases of sugar from  third  parties
for  resale  and,  to  a lesser extent, higher  juice  sales  and
increased sugar production.  Although not able to predict  future
sugar  prices,  management currently does  not  expect  Argentine
sugar  prices to increase during 2006 as governmental authorities
are  attempting  to control inflation by limiting  the  price  of
basic commodities, including sugar.  However, Seaboard expects to
maintain its historical sales volume to Argentinean customers.

Operating  income decreased $0.3 million during 2005 compared  to
2004 primarily as a result of operating losses from lower margins
for  the citrus operation.  Partially offsetting the decrease was
the  higher  juice sales and higher sugar sales discussed  above,
although  increased sugar production costs and  higher  costs  of
sugar  purchases  lowered gross margin  on  a  percentage  basis.
Management expects positive operating income for 2006.

Net sales for the Sugar and Citrus segment increased $2.2 million
for  the  year  ended December 31, 2004 compared  to  2003.   The
increase was due to higher citrus trading volumes during the last
half  of 2004.  This increase was partially offset by lower sugar
prices during 2004 resulting from the abundant sugar harvests  in
Argentina during the last two years which resulted in large sugar
supplies.  Operating  income decreased $6.5 million  during  2004
compared to 2003 primarily as a result of lower 2004 sugar prices
as discussed above, and, to a lesser extent, losses incurred with
the citrus trading business.

<PAGE> 17

Power Segment
(Dollars in millions)                  2005      2004      2003

Net sales                              $77.7     $56.4     $69.6
Operating income                       $ 9.6     $ 4.4     $ 7.0

Net  sales for the Power segment increased $21.3 million for  the
year   ended  December  31,  2005  compared  to  2004   primarily
reflecting  higher  rates  and, to  a  lesser  extent,  increased
kilowatt  hour  production.   Rates have  increased  during  2005
primarily  as  a  result  of higher fuel costs,  a  component  of
pricing.   While Seaboard has entered into short-term  and  long-
term  sales  contracts  for most of its production  capacity,  at
times during 2004 and the first half of 2005 management curtailed
production to avoid selling power in the spot market, a market at
times  which  has  created unfavorable collection  concerns  with
certain  customers. During the third quarter of 2005,  management
began selling additional amounts in the spot market based on more
favorable  spot  market conditions. Management will  continue  to
monitor  the  situation and will impose further  curtailments  to
avoid sales to the spot market if market conditions do not remain
favorable.

Operating  income increased $5.2 million during 2005 compared  to
2004 primarily due to lower commissions and bad debt expenses  in
2005,  partially  offset  by  higher  fuel  costs  in  excess  of
increased  rates.  Management expects the economic  situation  in
the  Dominican Republic to remain relatively stable in  the  near
term;  however,  higher  fuel prices  could  pose  a  significant
payment  risk for the electric sector.  Assuming fuel prices  are
stable  or  revert to more historical price levels and  the  spot
market  remains  fairly  stable,  management  expects  to  remain
profitable for 2006.

Based  on  prior  year  liquidity problems within  the  Dominican
Republic  (DR)  power  sector  where  Seaboard's  Power   segment
operates,  certain amounts of prior years' receivables  have  not
been fully collected from government-owned distribution companies
and other companies that must collect from the government to make
payments  on their accounts.  As of December 31, 2005, Seaboard's
net  receivable exposure from customers with significant past due
balances totaled $13,620,000, including $8,866,000 classified  in
other long-term assets on the Consolidated Balance Sheet. The  DR
Government  is  working with businesses in the  power  sector  to
create  a plan for companies to recover past due amounts although
it  is  uncertain if Seaboard will be able to fully  collect  all
such amounts.

Net  sales for the Power segment decreased $13.2 million for  the
year  ended December 31, 2004 compared to 2003 primarily  due  to
lower  production.  Periodically during 2004, Seaboard  curtailed
production  due to management's concerns about the collectibility
of  accounts  receivable.  In addition, Seaboard did  not  record
approximately  $1.9 million of spot market sales  in  the  second
half of 2004 as collectibility was not reasonably assured.

Operating  income decreased $2.6 million during 2004 compared  to
2003  primarily due to the lower production discussed above.   In
addition  to  lower production, commission expenses increased  by
$1.3 million in 2004.  As discussed in Note 2 to the Consolidated
Financial  Statements,  during 2004 Seaboard  made  a  commission
payment  of  $2.0  million to terminate a business  relationship.
These  decreases  were  partially  offset  by  reduced  bad  debt
expense.  During 2003, Seaboard recorded $4.5 million of bad debt
expense as a result of the liquidity problems discussed above.

All Other Segments
(Dollars in millions)                   2005       2004      2003

Net sales                              $ 24.4     $ 28.0    $ 28.5
Operating income                       $  2.6     $  3.2    $  2.1
Loss from foreign affiliates           $ (7.9)    $ (8.5)   $(20.6)

<PAGE> 18

Net sales and operating income decreased primarily as a result of
discontinuing  a  portion  of Seaboard's transportation  business
during  the  second  half  of 2005 and  combining  the  remaining
related party portion of the business with the Pork segment.  For
2006,  management expects operating income for All Other Segments
to  remain  positive.  Operating income for all other  businesses
increased for the year ended December 31, 2004 compared  to  2003
which  primarily  reflects  improved operations  for  the  pepper
processing business.

The  loss  from  foreign affiliate reflects Seaboard's  share  of
losses  from  its  equity method investment in a  Bulgarian  wine
business  (the Business). In 2005 Seaboard recorded 100%  of  the
losses  from  the Business compared to 37%  for the  first  three
quarters of 2004 and 73% for the last quarter of 2004.  The  loss
in 2004 for the Business includes 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
from the operations of the Business during 2006.  See Note 13  to
the  Consolidate Financial Statements for further  discussion  of
the Business and Seaboard's intention to sell the Business.

The  loss  from  foreign affiliates in 2004  improved  from  2003
primarily  because Seaboard sold its equity method investment  in
Fjord  Seafood ASA (Fjord) during the fourth quarter of  2003  as
discussed below, leaving only results from its investment in  the
Business  referred  to above in 2004.  As a result  of  sustained
losses,  during  2004 Seaboard's common stock investment  in  the
Business was reduced to zero, and Seaboard began applying  losses
against its remaining investments, consisting of preferred  stock
and  debt,  based  on  the  change in  Seaboard's  claim  on  the
Business' book value.  Accordingly, Seaboard increased its  share
of losses from this Business from 37% to 73% in the third quarter
of  2004.   In the fourth quarter of 2004, Seaboard recognized  a
$3.6 million decline in value considered other than temporary  in
its  investment  in  this Business as a  charge  to  losses  from
foreign  affiliates.   See Note 13 to the Consolidated  Financial
Statements  for  further discussion. The  2004  losses  from  the
Business  also include Seaboard's share of inventory  write-downs
totaling  $0.8 million.  Losses for the Business in 2003  totaled
$5.0  million,  including $1.5 million for  Seaboard's  share  of
losses from a troubled debt restructuring, net of gains from  the
sale  of  assets  as  discussed in Note 13  to  the  Consolidated
Financial Statements.

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

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the  year
ended  December  31, 2005 increased by $11.5  million  to  $139.3
million  over  2004  primarily due to  increases  in  the  Marine
segment  reflecting increased costs related to the volume  growth
of  this business, the acquisition of Daily's in the Pork segment
and  increases  in  the  Commodity Trading  and  Milling  segment
primarily  from higher bad debt expense and, to a lesser  extent,
higher  compensation costs as a result of increased profitability
for  the  year.  Partially offsetting this  increase  were  lower
commission  expenses and bad debt expense for the Power  segment.
As  a  percentage of revenues, SG&A increased to  5.2%  for  2005
compared  to  4.8%  for 2004 as a result  of  the  sale  of  some
components of Seaboard's third party commodity trading operations
discussed above, which had a high volume of revenues compared  to
SG&A costs.

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

Interest Expense

Interest  expense  totaled  $22.2  million,  $26.4  million   and
$26.8  million  for the years ended December 31, 2005,  2004  and
2003, respectively.  Interest expense decreased for 2005 compared
to 2004, primarily reflecting a lower average level of short-term
and  long-term  borrowings  outstanding  during  2005.   Interest
expense  decreased  slightly during the year ended  December  31,
2004  compared to 2003, as Seaboard repaid a significant  portion
of  the  notes payable to banks with cash from operations  during
2004.

<PAGE> 19

Interest Income

Interest   income  totaled  $14.2  million,  $8.1   million   and
$2.5  million  for the years ended December 31,  2005,  2004  and
2003, respectively.  The increase for 2005 primarily reflects the
higher  level of average funds invested during 2005, an  increase
in  interest received on outstanding customer receivable balances
in  the  Power  segment and, to a lesser extent, higher  interest
rates  on  funds  invested.  The increase during  2004  primarily
reflects  larger  amounts  of interest  received  from  past  due
customer  accounts receivable in the Power and Commodity  Trading
and  Milling segments and, to a lesser extent, a higher level  of
short-term investments during 2004.

Minority and Other Noncontrolling Interests

Minority  and  other noncontrolling interests  expense  increased
$3.9  million in 2005 compared to 2004, primarily reflecting  the
acquisition of Daily's as discussed in Note 2.

Foreign Currency Gains (Losses)

Foreign  currency  gains (losses) totaled  $(1.0)  million,  $1.6
million and $(8.0) million for the years ended December 31, 2005,
2004  and 2003, respectively.  The fluctuations primarily relates
to  fluctuations  in  value of the Dominican Republic  (DR)  peso
compared  to  the  U.S.  dollar incurred by  the  Power  division
related  to  its  peso-denominated net  assets,  primarily  trade
receivables.

Loss from the Sale of a Portion of Operations

As  discussed in Note 2 to the 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 $1.7 million.

Other Investment Income, Net

Other  investment income, net totaled $2.0 million, $1.6  million
and $21.4 million for the years ended December 31, 2005, 2004 and
2003, respectively.  In the fourth quarter of 2003, Seaboard sold
its equity investment in Fjord, recognizing a nontaxable gain  of
$18.0  million  on  the  sale.  See Note 3  to  the  Consolidated
Financial Statements for further discussion.

Miscellaneous, Net

Miscellaneous,  net  totaled  $5.7 million,  $(3.6)  million  and
$7.4  million  for the years ended December 31,  2005,  2004  and
2003,  respectively.  Miscellaneous, net includes the  impact  of
changing  interest rates on interest rate swap  agreements  which
mature  in 2011.  Seaboard pays a weighted average fixed rate  of
5.51%  on  the notional amount of $150.0 million and  receives  a
variable interest rate in return.  These contracts are marked-to-
market.   During 2005, Seaboard recorded a gain of  $3.0  million
compared to losses of $4.6 million, and $2.3 million in 2004  and
2003, respectively, related to these swaps, reflecting the higher
contracted  fixed  rate compared to variable rates  during  those
years.   These  swap  agreements do not  qualify  as  hedges  for
accounting purposes and accordingly, changes in the market  value
are recorded to earnings as interest rates change.  See Note 9 to
the  Consolidated Financial Statements for additional discussion.
Also  included  in 2005 is income of $1.3 million of  put  option
value change as discussed in Note 2 to the Consolidated Financial
Statements.   Also included in 2004 and 2003 are  gains  of  $0.7
million,  and  $7.0  million,  respectively,  of  proceeds   from
settlements  of  antitrust litigation, primarily arising  out  of
purchases  of  vitamins and methionine, feed  additives  used  by
Seaboard.

Income Tax Expense

The  effective tax rate decreased for 2005 compared to 2004.  The
decrease is primarily as a result of changes to the treatment  of
shipping  income by the U.S. taxing authorities and the favorable
resolution  of  certain  tax issues with the  United  States  and
Puerto  Rico authorities. Partially offsetting this decrease  was
tax   expense  related  to  a  one-time  election  to  repatriate
permanently  invested  foreign  earnings.   See  Note  7  to  the
Consolidated  Financial Statements for additional  discussion  of
these items.

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

<PAGE> 20

During  2003, Seaboard generated income from foreign  operations,
which  it planned to permanently invest overseas, free from  U.S.
tax,  and  domestic source income.  In addition, while  the  2003
sale  of  Seaboard's equity interest in Fjord  generated  a  book
gain,  it  generated a capital loss for U.S. income tax purposes.
Because  of  the  uncertainty surrounding Seaboard's  ability  to
utilize this loss, the tax benefit of this loss was offset  by  a
valuation  allowance.  In the event Seaboard generates sufficient
capital  gains to utilize the capital losses, a tax benefit  will
be recognized.

OTHER FINANCIAL INFORMATION

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

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

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

CRITICAL ACCOUNTING ESTIMATES

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

Allowance  for  doubtful  accounts - Seaboard  primarily  uses  a
specific  identification approach, in management's best judgment,
to   evaluate   the  adequacy  of  this  reserve  for   estimated
uncollectible  receivables as of the consolidated  balance  sheet
date.   Changes  in estimates, developing trends  and  other  new
information  can  have a material effect on  future  evaluations.
Furthermore, Seaboard's receivables are heavily weighted  towards
foreign    receivables    ($157.0    million    or    68.1%    at
December 31, 2005), including receivables from foreign affiliates
as  discussed  below  and  the  Power  segment,  which  generally
represent   more   of  a  collection  risk  than   its   domestic
receivables.   For  the  Power  segment  which  operates  in  the
Dominican  Republic (DR), collection patterns have been  sporadic
and  are sometimes based upon negotiated settlements for past due
receivables resulting in material revisions to the allowance  for
doubtful  accounts  from  year to  year.   See  Note  13  to  the
Consolidated  Financial  Statements  for  further  discussion  of
events  in the DR.  Bad debt expense for the years ended December
31,  2005, 2004 and 2003 was $4.0 million, $2.5 million and  $8.5
million, respectively.  Future collections or lack thereof  could
result  in  a material charge or credit to earnings depending  on
the  ultimate  resolution of each individual  customer  past  due
receivable.

Investments  in and advances to foreign affiliates  -  Management
uses  the equity method of accounting for these investments.   At
the   balance   sheet  date,  management  will  evaluate   equity
investments and related advances for a potential decline in value
deemed  to  be  other  than  temporary when  management  believes
conditions  warrant  such an assessment.  If management  believes
conditions  warrant  an  assessment, such assessment  encompasses
various  methods  to  determine net realizable  value,  including
methods  based  on  the probability weighting of  various  future

<PAGE> 21

projected net cash flow scenarios expected to be generated by the
long-lived  assets  of the entity, and the resulting  ability  of
that  entity  to  repay its debt and equity  based  on  priority,
probability weighting of various future projected net  cash  flow
scenarios  expected  to  be realized  through  the  sale  of  the
ownership interest of the investment, or other methods to  assess
the  fair  value of the investment.  For example, as  more  fully
discussed in Note 13 to the Consolidated Financial Statements, in
2004  Seaboard incurred a $3.6 million charge to earnings  for  a
decline  in  value  considered  other  than  temporary  for   its
investment in a Bulgarian wine business.  The fair value of  this
investment  as  of  December 31, 2005 was  based  on  probability
weightings of current sale negotiation information and  available
fair value information for the remaining assets.  These projected
cash  flows  and other methods are subjective in nature  and  are
based  on management's best estimates and judgment.  In addition,
in most cases there is very little industry market data available
for  the  countries  in  which  these  operations  conduct  their
business.   Since  these investments mostly involve  entities  in
foreign countries considered underdeveloped, changes in the local
economy  or  political  environment may occur  suddenly  and  can
materially  alter the evaluation and estimates  used  to  project
cash  flows.   In  most cases, Seaboard has an  ongoing  business
relationship through sales of grain to these entities  that  also
includes  receivables from these foreign affiliates.   Management
considers  the  long-term business prospects of such  investments
when  making  its  assessment.  At December 31, 2005,  the  total
investment  in  and  advances  to foreign  affiliates  was  $40.0
million.  See Note 5 to the Consolidated Financial Statements for
further discussion.

Income Taxes - Income taxes are determined by management based on
current   tax   regulations  in  the  various  worldwide   taxing
jurisdictions  in  which  Seaboard  conducts  its  business.   In
various situations, accruals have been made for estimates of  the
tax  effects  for certain transactions, business structures,  the
estimated  reversal  of timing differences and  future  projected
profitability  of  Seaboard's various  business  units  based  on
management's interpretation of existing facts, circumstances  and
tax  regulations.   Should  new  evidence  come  to  management's
attention  which could alter previous conclusions  or  if  taxing
authorities  disagree with the positions taken by  Seaboard,  the
change  in  estimate  could  result  in  a  material  adverse  or
favorable   impact   on   the  financial   statements.    As   of
December   31,  2005,  Seaboard  has  deferred  tax   assets   of
$20.4  million, net of the valuation allowance of $41.2  million,
and  deferred tax liabilities of $135.4 million.  For  the  years
ended  December  31,  2005,  2004 and 2003,  income  tax  expense
included  $5.4  million,  $40.1 million  and  $11.9  million  for
deferred  taxes  to  federal, foreign,  state  and  local  taxing
jurisdictions.

Contingent  liabilities  -  Management has  evaluated  Seaboard's
various exposures, including environmental exposures of its  Pork
segment,  as  described in Note 11 to the Consolidated  Financial
Statements.    Based  on  currently  available  information   and
analysis,  management has analyzed the potential  probability  of
the  various exposures and believes that all such items have been
adequately accrued for and reflected in the consolidated  balance
sheet  as  of  December 31, 2005.  Changes in information,  legal
statutes  or events could result in management making changes  in
estimates  that  could  have a material  adverse  impact  on  the
financial statements.

DERIVATIVE INFORMATION

Seaboard is exposed to various types of market risks from its day-
to-day  operations.   Primary market risk exposures  result  from
changing  commodity prices, foreign currency exchange  rates  and
interest rates.  Changes in commodity prices impact the  cost  of
necessary  raw materials and other inventories, finished  product
sales  and  firm sales commitments.  Seaboard uses various  grain
and meal futures and options purchase contracts to manage certain
risks  of  increasing  prices of raw  materials  and  firm  sales
commitments.  Short sales contracts are then used to  offset  the
open purchase derivatives when the related commodity inventory is
purchased  in  advance  of the derivative  maturity,  effectively
offsetting the initial futures or option purchase contract.  From
time  to time, hog futures are used to manage risks of increasing
prices of live hogs acquired for processing, pork bellies and hog
futures  are used to manage risks of fluctuating prices  of  pork
product  inventories  and  related future  sales,  and  fuel  oil
derivatives  may be used to lock in future vessel  bunker  costs.
Because  changes  in foreign currency exchange rates  impact  the
cash paid or received on foreign currency denominated receivables
and payables, Seaboard manages certain of these risks through the
use of foreign currency forward exchange agreements.  Changes  in
interest rates impact the cash required to service variable  rate
debt.  From  time to time, Seaboard uses interest rate  swaps  to
manage  risks of increasing interest rates.  From time  to  time,
Seaboard  may  enter  into  speculative  derivative  transactions
related  to  its  market risks.  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

<PAGE> 22

exchange  contracts  decreased  considerably  with  the sale of a
portion  of  the  third  party trading operations as discussed in
Note 2.

Inventories  that  are sensitive to changes in commodity  prices,
including  carrying amounts at December 31, 2005  and  2004,  are
presented  in  Note  4 to the Consolidated Financial  Statements.
Raw material requirements, finished product sales, and firm sales
commitments  are  also sensitive to changes in commodity  prices.
The  tables below provide information about Seaboard's derivative
contracts  that  are  sensitive to changes in  commodity  prices.
Although  used to manage overall market risks, Seaboard does  not
perform  the  extensive record-keeping required  to  account  for
commodity  transactions  as  hedges.   Management  continues   to
believe  its commodity futures and options are primarily economic
hedges  although  they  do not qualify as hedges  for  accounting
purposes.   Since  these derivatives are  not  accounted  for  as
hedges, fluctuations in the related commodity prices could have a
material  impact  on earnings in any given year.   The  following
tables  present  the  notional  quantity  amounts,  the  weighted
average  contract prices, the contract maturities, and  the  fair
values   of   the   open   commodity  derivative   positions   at
December 31, 2005.

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

Futures Contracts:
 Corn purchases-long       8,690,460 bushels  $  2.59        2006       $3,695
 Corn sales-short          5,992,554 bushels     4.35        2006         (548)

 Wheat purchases-long      2,888,710 bushels     3.75        2006          633
 Wheat sales-short         4,225,000 bushels     3.63        2006          (75)

 Soybean meal purchases-
  long                         2,800 tons      176.77        2006           55
 Soybean meal sales-
  short                       64,600 tons      125.05        2006         (959)

 Hog purchases-long          760,000 pounds       .64        2006           36
 Hog sales-short           1,200,000 pounds       .70        2006            3

 Pork bellies purchases-
  long                       720,000 pounds       .86        2006          (26)

Options Contracts:
 Soybean puts written-
  long                       150,000 bushels  $   .11        2006       $   10

At  December  31,  2004, Seaboard had net  trading  contracts  to
purchase  (sell) 7,553,000 bushels of grain with a fair value  of
($383,000),   98,600  tons  of  meal  with  a   fair   value   of
($1,592,000),  1,500  tons  of fuel oil  with  a  fair  value  of
($52,000) and (2,100,000) pounds of soybean oil with a fair value
of $11,000.

The  table below provides information about the forward  currency
exchange agreements entered into by Seaboard's commodity  trading
business  and financial instruments sensitive to foreign currency
exchange rates at December 31, 2005.  As more fully discussed  in
Note  1  and  Note  9  to the Consolidated Financial  Statements,
through  December 31, 2004 the majority of these forward exchange
agreements were accounted for as hedges.  As of January 1,  2005,
Seaboard   discontinued  accounting  for  all  forward   exchange
agreement as hedges.  The information below is presented in  U.S.
dollar  equivalents  and  the majority of  the  contracts  mature
through  2006.  The table presents the contract amounts  in  fair
values and weighted average contractual exchange rate.

<PAGE> 23

December 31, 2005                                  Contract
(Dollars in thousands)                              Amounts   Fair Values

Trading:

  Forward exchange agreements (receive $U.S.
   /pay  South  African rand  (ZAR))                $57,854    $(1,057)

Weighted average contractual exchange rates:
 Forward exchange agreements (receive $U.S./pay ZAR)   6.47

At December 31, 2004, Seaboard had net agreements to exchange the
equivalent  of $98.5 million of South African rand at an  average
contractual  exchange rate of 6.14 ZAR to one U.S. dollar  and  a
fair  value  of $(6.6) million and $0.8 million of  euros  at  an
average rate of 0.77 euro to one U.S. dollar and a fair value  of
less than $0.1 million.

The table below provides information about Seaboard's non-trading
financial instruments sensitive to changes in interest  rates  at
December  31,  2005.   For debt obligations, the  table  presents
principal cash flows and related weighted average interest  rates
by expected maturity dates.  At December 31, 2005, long-term debt
included   foreign  subsidiary  obligations   of   $2.0   million
denominated  in  CFA francs (a currency used in  several  central
African countries), $0.9 million payable in Argentine pesos,  and
$0.6    million   denominated   in   Mozambique   metical.     At
December  31,  2004,  long-term debt included foreign  subsidiary
obligations   of   $2.4  million  denominated  in   CFA   francs,
$1.9  million  payable  in  Argentine  pesos,  and  $0.8  million
denominated  in  Mozambique metical.  Weighted  average  variable
rates  are based on rates in place at the reporting date.  Short-
term  instruments  including  short-term  investments,  non-trade
receivables  and current notes payable have carrying values  that
approximate  market and are not included in  this  table  due  to
their short-term nature.

(Dollars in thousands)   2006    2007    2008    2009    2010 Thereafter  Total

Long-term debt:


 Fixed rate            $61,104 $63,264 $11,981 $47,285 $ 2,002 $34,731 $220,367

 Average interest rate   4.71%   4.49%   6.60%   6.23%  10.94%   7.29%    5.54%

 Variable rate         $   311 $     - $     - $     - $     - $41,800 $ 42,111

 Average interest rate   7.00%       -       -       -       -   3.60%    3.63%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2004 consisted of fixed rate long-
term  debt totaling $281.2 million with an average interest  rate
of 5.82%, and variable rate long-term debt totaling $42.1 million
with an average interest rate of 2.11%.

Seaboard  entered  into  five, ten-year  interest  rate  exchange
agreements during 2001 in which Seaboard pays a stated fixed rate
and  receives  a  variable rate of interest on a  total  notional
amount  of $150.0 million.  As of December 31, 2005, the weighted
average fixed rate payable was 5.51% and the aggregate fair value
of  the  contracts  at December 31, 2005 of  $(5.3)  million  was
recorded  in  accrued financial derivative  liabilities.   As  of
December  31,  2004, these agreements had a  net  fair  value  of
$(12.4) million.

<PAGE> 24

Management's Responsibility for Consolidated Financial Statements

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

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

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

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

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


Management's Report on Internal Control over Financial Reporting

The  management  of  Seaboard Corporation  and  its  consolidated
subsidiaries  (Seaboard)  is  responsible  for  establishing  and
maintaining  adequate internal control over financial  reporting,
as  such  term  is  defined  in  Exchange  Act  Rules  13a-15(f).
Seaboard  completed the acquisition of Daily's during  the  third
quarter  of 2005, and management excluded from its assessment  of
the effectiveness of Seaboard Corporation's internal control over
financial  reporting  as of December 31, 2005,  Daily's  internal
control over financial reporting associated with total assets  of
$101,588,000, or 5.6%, and total revenues of less  than  3.0%  of
Seaboard's  consolidated revenues included  in  the  consolidated
financial  statements of Seaboard as of and for  the  year  ended
December 31, 2005.

Except for as discussed above, under the supervision and with the
participation  of  management and its Internal Audit  Department,
Seaboard  conducted  an evaluation of the  effectiveness  of  its
internal  control over financial reporting based on the framework
in   Internal  Control  -  Integrated  Framework  issued  by  the
Committee  of Sponsoring Organizations of the Treadway Commission
(COSO).   Based on its evaluation under the framework in Internal
Control   -  Integrated  Framework,  management  concluded   that
Seaboard's   internal  control  over  financial   reporting   was
effective as of December 31, 2005.

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

<PAGE> 25

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have audited the accompanying consolidated balance sheets  of
Seaboard  Corporation  and  subsidiaries  (the  Company)  as   of
December   31,  2005  and  2004,  and  the  related  consolidated
statements of earnings, changes in equity and cash flows for each
of  the  years in the three-year period ended December 31,  2005.
These consolidated financial statements are the responsibility of
the  Company's  management. Our responsibility is to  express  an
opinion on these consolidated financial statements based  on  our
audits.

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

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position   of  Seaboard  Corporation  and  subsidiaries   as   of
December  31, 2005 and 2004, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period ended December 31, 2005, in conformity with U.S. generally
accepted accounting principles.

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

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
effectiveness  of  Seaboard Corporation's internal  control  over
financial  reporting as of December 31, 2005, based  on  criteria
established in Internal Control - Integrated Framework issued  by
the   Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission  (COSO), and our report dated March 6, 2006  expressed
an  unqualified opinion on management's assessment  of,  and  the
effective   operation   of,  internal  control   over   financial
reporting.

                                       /s/KPMG LLP

Kansas City, Missouri
March 6, 2006


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We   have  audited  management's  assessment,  included  in   the
accompanying   Management's  Report  on  Internal  Control   Over
Financial   Reporting,   that  Seaboard  Corporation   maintained
effective  internal  control  over  financial  reporting  as   of
December  31,  2005,  based on criteria established  in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring  Organizations  of  the  Treadway  Commission  (COSO).
Seaboard  Corporation's management is responsible for maintaining
effective internal control over financial reporting and  for  its
assessment   of  the  effectiveness  of  internal  control   over
financial reporting. Our responsibility is to express an  opinion
on management's assessment and an opinion on the effectiveness of
the Company's internal control over financial reporting based  on
our audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about

<PAGE> 26

whether effective  internal  control over financial reporting was
maintained in all material respects. Our audit included obtaining
an understanding of internal control  over  financial  reporting,
evaluating  management's  assessment,  testing and evaluating the
design  and  operating  effectiveness  of internal  control,  and
performing such other  procedures  as we considered  necessary in
the  circumstances.  We  believe   that   our  audit  provides  a
reasonable basis for our opinion.

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

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

In our opinion, management's assessment that Seaboard Corporation
maintained effective internal control over financial reporting as
of December 31, 2005, is fairly stated, in all material respects,
based  on  criteria  established in  Internal  Control-Integrated
Framework issued by the Committee of Sponsoring Organizations  of
the  Treadway  Commission (COSO). Also, in our opinion,  Seaboard
Corporation  maintained,  in  all  material  respects,  effective
internal  control  over financial reporting as  of  December  31,
2005,    based    on    criteria    established    in    Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring Organizations of the Treadway Commission (COSO).

Seaboard Corporation acquired Daily's during the third quarter of
2005   and  management  excluded  from  its  assessment  of   the
effectiveness  of  Seaboard Corporation's internal  control  over
financial  reporting  as of December 31, 2005,  Daily's  internal
control over financial reporting associated with total assets  of
$101,588,000, or 5.6%, and total revenues of less  than  3.0%  of
the  Company's consolidated revenues included in the consolidated
financial statements of the Company as of and for the year  ended
December  31, 2005.  Our audit of internal control over financial
reporting of Seaboard Corporation also excluded an evaluation  of
the internal control over financial reporting of Daily's.

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
consolidated   balance   sheets  of  Seaboard   Corporation   and
subsidiaries  as of December 31, 2005 and 2004, and  the  related
consolidated statements of earnings, changes in equity, and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31, 2005, and our report dated March 6, 2006  expressed
an   unqualified   opinion   on  those   consolidated   financial
statements.   Our  report dated March 6, 2006  also  contains  an
explanatory  paragraph  that  states  that  the  Company  adopted
Statement  of Financial Standards No. 143, "Accounting for  Asset
Retirement   Obligations,"  and  FASB  Interpretation   No.   46,
"Consolidation  of Variable Interest Entities," and  changed  its
method  of  accounting for costs expected to be  incurred  during
regularly scheduled drydocking of vessels from the accrual method
to the direct-expense method in 2003.


                                        /s/KPMG LLP



Kansas City, Missouri
March 6, 2006

<PAGE> 27

                                SEABOARD CORPORATION
                         Consolidated Statement of Earnings


                                                  Years ended December 31,
(Thousands of dollars except per share amounts) 2005        2004        2003

Net sales:
  Products                                  $1,950,896  $2,088,030  $1,474,101
  Service revenues                             660,313     539,564     437,617
  Other                                         77,685      56,386      69,622
   Total net sales                           2,688,894   2,683,980   1,981,340

Cost of sales and operating expenses:
  Products                                   1,654,390   1,844,693   1,362,904
  Services                                     511,394     416,132     379,681
  Other                                         63,793      44,177      51,934
   Total cost of sales and operating
    expenses                                 2,229,577   2,305,002   1,794,519

Gross income                                   459,317     378,978     186,821

Selling, general and administrative expenses   139,272     127,724     118,035
  Operating income                             320,045     251,254      68,786

Other income (expense):
  Interest expense                             (22,165)    (26,406)    (26,847)
  Interest income                               14,186       8,132       2,520
  Income/(loss) from foreign affiliates            362      (2,045)    (21,274)
  Minority and other noncontrolling interests   (4,521)       (625)       (332)
  Foreign currency gain/(loss), net             (1,032)      1,616      (7,965)
  Loss from the sale of a portion of operations (1,748)          -           -
  Other investment income, net                   1,962       1,629      21,440
  Miscellaneous, net                             5,723      (3,644)      7,393
   Total other expense, net                     (7,233)    (21,343)    (25,065)

Earnings before income taxes and cumulative
 effect of changes in accounting principles    312,812     229,911      43,721

Income tax expense                             (46,150)    (61,815)    (14,747)

Earnings before cumulative effect of changes
 in accounting principles                      266,662     168,096      28,974

Cumulative effect of changes in accounting
 for asset retirement obligations, drydock
 accruals, and variable interest entities,
 net of income tax expense of $52                    -           -       2,868

Net earnings                                $  266,662  $  168,096  $   31,842

Net earnings per share before cumulative
 effect of changes in accounting principles $   212.20  $   133.94  $    23.08

Cumulative effect of changes in accounting
 for asset retirement obligations,
 drydock accruals, and variable interest
 entities                                            -           -        2.29

Basic earnings per common share             $   212.20  $   133.94  $    25.37

Diluted earnings per share before
 cumulative effect of changes in accounting
 principles                                 $   211.94  $   133.94  $    23.08

Cumulative effect of changes in accounting
 for asset retirement obligations, drydock
 accruals, and variable interest entities            -           -        2.29

Diluted earnings per common share           $   211.94  $   133.94  $    25.37

Weighted average shares outstanding
  Basic                                      1,256,645   1,255,054   1,255,054
  Diluted                                    1,258,202   1,255,054   1,255,054

Dividends declared per common share         $     3.00  $     3.00  $     3.00

Proforma amounts assuming changes in
 accounting for asset retirement
 obligations, drydock accruals, and
 variable interest entities were
 applied retroactively:

  Net earnings                              $        -  $        -  $   28,800
  Basic and diluted earnings per common
   share                                    $        -  $        -  $    22.95

             See accompanying notes to consolidated financial statements.

<PAGE> 28

                                SEABOARD CORPORATION
                             Consolidated Balance Sheets


                                                              December 31,
(Thousands of dollars except per share amounts)            2005          2004

                            Assets

 Current assets:
   Cash and cash equivalents                          $   34,622    $   14,620
   Short-term investments                                377,874       119,259
   Receivables:
      Trade                                              171,044       199,253
      Due from foreign affiliates                         45,240        49,038
      Other                                               22,895        12,362
                                                         239,179       260,653
      Allowance for doubtful accounts                    (16,155)      (14,524)
        Net receivables                                  223,024       246,129
   Inventories                                           331,133       301,049
   Deferred income taxes                                   9,743        14,341
   Other current assets                                   70,814        48,040
        Total current assets                           1,047,210       743,438

Investments in and advances to foreign affiliates         39,992        38,001

Net property, plant and equipment                        626,580       603,382

Goodwill                                                  28,372             -
Intangible assets, net                                    30,120             -
Other assets                                              44,047        51,873

Total Assets                                          $1,816,321    $1,436,694

            Liabilities and Stockholders' Equity

Current liabilities:
   Notes payable to banks                             $   92,938    $    1,789
   Current maturities of long-term debt                   61,415        60,756
   Accounts payable                                      112,177        83,506
   Accrued compensation and benefits                      61,466        50,081
   Income taxes payable                                    2,407        29,660
   Accrued voyage costs                                   30,801        25,134
   Accrued financial derivative liabilities                6,368        19,445
   Other accrued liabilities                              51,817        38,524
      Total current liabilities                          419,389       308,895

Long-term debt, less current maturities                  201,063       262,555
Deferred income taxes                                    124,749       125,559
Other liabilities                                         57,216        44,865
      Total non-current and deferred liabilities         383,028       432,979

Minority and other noncontrolling interests               36,034         2,138

Commitments and contingent liabilities

Stockholders' equity:
   Common stock of $1 par value.  Authorized 4,000,000
    shares; issued and outstanding 1,261,367 and
    1,255,054 shares                                       1,261         1,255
   Additional paid-in capital                             21,574             -
   Accumulated other comprehensive loss                  (53,025)      (53,741)
   Retained earnings                                   1,008,060       745,168
      Total stockholders' equity                         977,870       692,682

Total Liabilities and Stockholders' Equity            $1,816,321    $1,436,694

            See accompanying notes to consolidated financial statements.

<PAGE> 29

                              SEABOARD CORPORATION
                      Consolidated Statement of Cash Flows



`                                                    Years ended December 31,
(Thousands of dollars)                               2005      2004      2003

   Cash flows from operating activities:

   Net earnings                                  $ 266,662  $168,096  $ 31,842

   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                65,106    64,620    64,203
       Loss (income) from foreign affiliates          (362)    2,045    21,274
       Other investment income, net                 (1,962)   (1,629)  (21,440)
       Foreign currency exchange gains                 (25)     (229)   (3,775)
       Cumulative effect of accounting changes, net      -         -    (2,868)
       Minority and noncontrolling interest          4,521       625       332
       Loss from the sale of a portion of operations 1,748         -         -
       Deferred income taxes                         5,371    39,566     7,773
       Loss (gain) from sale of fixed assets        (2,081)   (1,350)    1,280
   Changes in current assets and liabilities,
     net of portion of operations sold and business
     acquired:
       Receivables, net of allowance                37,247   (70,133)   14,067
       Inventories                                 (46,283)  (18,744)  (28,983)
       Other current assets                        (25,417)  (12,266)   12,039
       Current liabilities, exclusive of debt       15,678    30,851    (7,634)
   Other, net                                       10,929    (7,357)    3,581
Net cash from operating activities                 331,132   194,095    91,691

   Cash flows from investing activities:
   Purchase of short-term investments             (819,643) (317,479)  (88,453)
   Proceeds from the sale of short-term
    investments                                    561,291   256,448    51,246
   Proceeds from the maturity of short-term
    investments                                          -         -       165
   Proceeds from disposition of investment in
    foreign affiliate                                    -         -    37,390
   Proceeds from the sale of a portion of
    operations                                      26,471         -         -
   Acquisition of business                         (47,993)        -         -
   Investments in and advances to foreign
    affiliates, net                                   (399)    3,037    (1,388)
   Capital expenditures                            (64,241)  (33,622)  (31,472)
   Proceeds from the sale of fixed assets            4,933     9,254    10,054
   Other, net                                        3,988       368       436
Net cash from investing activities                (335,593)  (81,994)  (22,022)

   Cash flows from financing activities:
   Notes payable to banks, net                      91,149   (73,775)     (548)
   Principal payments of long-term debt            (60,580)  (54,236)  (52,922)
   Repurchase of minority interest in a controlled
    subsidiary                                        (762)   (5,000)        -
   Dividends paid                                   (3,770)   (3,765)   (3,765)
   Bond construction fund                                -     1,289       654
   Distributions to minority and noncontrolling
    interest                                        (2,073)     (232)   (1,639)
   Other, net                                            -    (1,125)       51
Net cash from financing activities                  23,964  (136,844)  (58,169)

Effect of exchange rate change on cash                 499     1,986     2,635

Net change in cash and cash equivalents             20,002   (22,757)   14,135

Cash and cash equivalents at beginning of year      14,620    37,377    23,242

Cash and cash equivalents at end of year         $  34,622  $ 14,620  $ 37,377

             See accompanying notes to consolidated financial statements.

<PAGE> 30

<TABLE>
<CAPTION>
                            SEABOARD CORPORATION
                            Consolidated Statement of Changes in Equity



                                                                             Accumulated
                                                                                Other
(Thousands of dollars                      Common   Treasury   Additional   Comprehensive    Retained
 except per share amounts)                  Stock     Stock      Capital         Loss        Earnings      Total
<S>                                       <C>        <C>        <C>           <C>           <C>           <C>
Balances, January 1, 2003                 $  1,255   $    -     $     -       $(67,284)     $  552,760    $486,731
Comprehensive income
   Net earnings                                                                                 31,842      31,842
   Other comprehensive income net
     of income taxes of $3,470:
       Foreign currency translation
        adjustment                                                               6,065                       6,065
       Unrealized loss on investments                                             (104)                       (104)
       Unrecognized pension cost                                                    27                          27
       Unrealized loss on cash flow hedges                                         (30)                        (30)
       Amortization of deferred
         gains on interest rate swaps                                             (201)                       (201)
Comprehensive income                                                                                        37,599
Dividends on common stock                                                                       (3,765)     (3,765)
Balances, December 31, 2003                  1,255        -           -        (61,527)        580,837     520,565
Comprehensive income
   Net earnings                                                                                168,096     168,096
   Other comprehensive income net
     of income taxes of $4,329:
       Foreign currency translation
        adjustment                                                               2,504                       2,504
       Unrealized gain on investments                                              243                         243
       Unrecognized pension cost                                                 5,397                       5,397
       Unrealized loss on cash flow hedges                                        (158)                       (158)
       Amortization of deferred
         gains on interest rate swaps                                             (200)                       (200)
Comprehensive income                                                                                       175,882
Dividends on common stock                                                                       (3,765)     (3,765)
Balances, December 31, 2004                  1,255        -           -        (53,741)        745,168     692,682
Comprehensive income
   Net earnings                                                                                266,662     266,662
   Other comprehensive income net
     of income tax benefit of $606:
       Foreign currency translation
        adjustment                                                                 757                         757
       Unrealized gain on investments                                              671                         671
       Unrecognized pension cost                                                  (666)                       (666)
       Unrealized gain on cash flow hedges                                         155                         155
       Amortization of deferred
         gains on interest rate swaps                                             (201)                       (201)
Comprehensive income                                                                                       267,378
Issuance of 6,313 shares of common stock
 to Parent                                       6                8,311                                      8,317
Excess of fair value over book value
  of equity in subsidiary issued to
  a third party                                                  13,263                                     13,263
Dividends on common stock                                                                       (3,770)     (3,770)
Balances, December 31, 2005               $  1,261   $    -     $21,574       $(53,025)     $1,008,060    $977,870
<FN>
                            See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 31

        Notes to Consolidated Financial Statements

Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation and its subsidiaries (Seaboard)  is  a
diversified  international agribusiness  and  transportation
company  primarily engaged domestically in  pork  production
and  processing, and cargo shipping.  Overseas, Seaboard  is
primarily engaged in commodity merchandising, flour and feed
milling,  sugar  production, and electric power  generation.
Seaboard  Flour  LLC (the Parent Company) is  the  owner  of
70.9% of Seaboard's outstanding common stock.

Principles of Consolidation and Investments in Affiliates

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

Short-term Investments

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

Accounts Receivable

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

Inventories

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

Property, Plant and Equipment

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

Goodwill and Other Intangible Assets

Goodwill  and  other indefinite-life intangible  assets  are
evaluated annually for impairment at the quarter-end closest
to  the  anniversary  date  of  the  acquisition.  Separable
intangible assets with finite lives are amortized over their
useful  lives.  Management believes there is no  significant
exposure to a loss from impairment of acquired goodwill  and
other intangible assets as of December 31, 2005.

<PAGE> 32

Deferred Grant Revenue

Included in other liabilities at December 31, 2005 and  2004
is  $8,164,000  and  $8,587,000, respectively,  of  deferred
grant  revenue.  Deferred grant revenue represents  economic
development  funds contributed by government  entities  that
were limited to construction of a hog processing facility in
Guymon,  Oklahoma.  Deferred grants are being  amortized  to
income over the life of the assets acquired with the funds.

Income Taxes

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

Revenue Recognition

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

Use of Estimates

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

Impairment of Long-lived Assets

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

Earnings Per Common Share

Earnings  per  common  share are  based  upon  the  weighted
average  shares  outstanding during the period.   Basic  and
diluted earnings per share are different for the year  ended
December  31, 2005 as a result of the issuance of shares  to
the  Parent Company in the fourth quarter of 2005. See  Note
12  for further discussion.  Basic and diluted earnings  per
share are the same for the years ended December 31, 2004 and
2003.

Cash and Cash Equivalents

For  purposes of the consolidated statements of cash  flows,
management  considers  all  demand  deposits  and  overnight
investments  as  cash  equivalents.   Included  in  accounts
payable are outstanding checks in excess of cash balances of
$31,006,000 and $31,866,000 at December 31, 2005  and  2004,
respectively.   The  amounts paid for  interest  and  income
taxes are as follows:
                                        Years ended December 31,
(Thousands of dollars)                  2005      2004      2003

Interest (net of amounts capitalized) $23,116   $26,179   $26,891
Income taxes                           68,243    11,752     3,039

<PAGE> 33

Supplemental Noncash Transactions

As  more  fully  described in Note  2,  Seaboard  sold  some
components  of its third party commodity trading  operations
in  May  2005.  The following table summarizes the  non-cash
transactions resulting from this sale:

                                                        Year ended
(Thousands of dollars)                               December 31, 2005

Decrease in net working capital                           $ 28,055
Decrease in fixed assets                                        76
Decrease in other assets                                        88
Loss on the sale of a portion of operations                 (1,748)
Net proceeds from sale                                    $ 26,471

As more fully described in Note 2, Seaboard acquired a bacon
processor in July 2005.  The following table summarizes  the
non-cash transactions resulting from this acquisition:

                                                        Year ended
(Thousands of dollars)                               December 31, 2005

Increase in net working capital                           $ 11,430
Increase in fixed assets                                    28,798
Increase in intangible assets                               30,800
Increase in goodwill                                        28,372
Increase in non-controlling interest                       (31,225)
Increase in other non-controlling interest                    (219)
Increase in put option value                                (6,700)
Increase in additional paid-in capital                     (13,263)
Cash paid                                                 $ 47,993

In  the  fourth  quarter of 2005, Seaboard  issued  6,313.34
shares to its Parent Company as a result of a tax benefit of
$8,317,000.  See Note 12 for further discussion.

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

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

Foreign Currency Transactions and Translation

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

Seaboard's   Sugar  and  Citrus  segment  and  two   foreign
affiliates (a Bulgarian wine business and a flour  and  feed
milling  operation  in Kenya), use local currency  as  their
functional  currency.   Assets  and  liabilities  of   these
subsidiaries  are  translated to U.S.  dollars  at  year-end
exchange  rates, and income and expense items are translated
at average

<PAGE> 34

rates.  Translation   gains   and   losses   are    recorded
as  components  of  other comprehensive loss.   U.S.  dollar
denominated net asset or liability conversions to the  local
currency are recorded through income.

Derivative Instruments and Hedging Activities

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

Seaboard holds and issues certain derivative instruments  to
manage  various  types of market risks from  its  day-to-day
operations primarily including commodity futures and  option
contracts, foreign currency exchange agreements and interest
rate exchange agreements.  While management believes each of
these  instruments primarily are entered into  in  order  to
effectively manage various market risks, as of December  31,
2005  none  of the derivatives are designated and  accounted
for as hedges primarily as a result of the extensive record-
keeping requirements.  From time to time, Seaboard may enter
into  speculative  derivative transactions  related  to  its
market risks.

As  of January 1, 2005, Seaboard discontinued accounting for
the  foreign currency exchange agreements as hedges for  all
new   agreements  entered  into  by  the  commodity  trading
business.  In addition, as of January 1, 2005, Seaboard  de-
designated all prior outstanding hedges, effectively  fixing
the asset resulting from the mark-to-market gain on the firm
sales  commitment  of $5,558,000 recorded in  other  current
assets on the Consolidated Balance Sheets as of December 31,
2004,  until such time as the firm sales commitments mature.
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  $4,241,000 of the  related  sales  were
consummated during fiscal 2005, $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.    Although  management  still  believes  all  of   these
instruments effectively manage market risks, the  growth  of
Seaboard's  commodity  trading  business  in  recent   years
increased the ongoing costs to maintain the extensive record-
keeping requirements to qualify these instruments as  hedges
for accounting purposes.

Transactions with Parent Company

As  of  December 31, 2005 and 2004, Seaboard had a liability
to  the Parent Company of $24,000 and $19,000, respectively,
for  a  deposit  to  pay  for  any  miscellaneous  operating
expenses  incurred  by  Seaboard on  behalf  of  the  Parent
Company.   In  the fourth quarter of fiscal  2005,  Seaboard
issued  6,313.34 shares to its Parent company.  See Note  12
for further discussion.

Accounting Changes and New Accounting Standards

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

Effective  January 1, 2003, Seaboard adopted  SFAS  No.  143
(SFAS  143),  "Accounting for Asset Retirement Obligations,"
which  required  Seaboard to record a long-lived  asset  and
related  liability  for  asset retirement  obligation  costs
associated with the closure of the hog lagoons it is legally
obligated  to  close.   Management  has  performed  detailed
assessments  and  obtained the appraisals  to  estimate  the
future  retirement  costs and, accordingly,  on  January  1,
2003,  the  cumulative  effect of the change  in  accounting
principle  was  recorded  with  a  charge  to  earnings

<PAGE> 35

of $2,195,000 ($1,339,000 net of tax, or  $1.07  per  common
share),  an increase in fixed assets of $3,221,000, and  the
recognition  of  a liability, discounted to reflect  present
value,  of  $5,416,000.  The retirement asset is depreciated
over  the economic life of the related asset.  The following
table  shows the changes in the asset retirement  obligation
during 2005 and 2004.
                                                    Years ended December 31,
(Thousands of dollars)                                   2005      2004

Beginning balance                                       $6,266    $6,086
Accretion expense                                          464       356
Liability for additional lagoons placed in service           -        78
Lagoon site sold                                             -      (254)
Ending balance                                          $6,730    $6,266

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

Seaboard   is   a  party  to  certain  contract   production
agreements   (the   "Facility  Agreements")   with   limited
liability companies which own certain of the facilities used
in  connection with the Pork segment's vertically integrated
hog   production.    Through   December   31,   2003   these
arrangements were accounted for as operating leases.   These
facilities are owned by companies considered to be  VIEs  in
accordance with FIN 46R, for which Seaboard is deemed to  be
the primary beneficiary.  Accordingly, Seaboard consolidated
these  entities as of December 31, 2003.  In December  2003,
Seaboard   assumed  the  bank  debt  (with  a   balance   of
$29,895,000  at December 31, 2003) of one VIE.   Under  that
Facility Agreement, which supplies approximately 14% of  the
Seaboard-owned hogs processed at the plant, Seaboard has the
right  to  acquire  any  or all of  the  properties  at  the
adjusted production cost, as defined.  In the event Seaboard
does  not  acquire  any  property for which  the  production
agreement terminates, Seaboard would be obligated to pay any
deficiency  between  the  adjusted production  cost  of  the
property  and  the  price  for which  it  is  sold.   As  of
December  31,  2003, the adjusted production cost  of  these
fixed  assets was $30,699,000.  Consolidation of these  VIEs
on   December  31,  2003,  including  the  debt  assumption,
increased fixed assets, debt and non-controlling interest by
$31,717,000,  $31,492,000 and $1,619,000, respectively,  and
decreased  net  liabilities by $116,000, with  a  cumulative
effect of a change in accounting principle for the excess of
fixed asset depreciation over mortgage loan amortization  of
$1,278,000, ($780,000 net of tax, or $0.62 per common share)
in  2003.  If the consolidation requirements would have been
applied  retroactively to January 1, 2003, operating income,
net  earnings, and net earnings per common share would  have
decreased by $252,000, $174,000 and $0.14.

In  January  2006, Seaboard paid $2,107,000 to purchase  the
equity  of  a  VIE  which was consolidated  by  Seaboard  at
December  31, 2005.  This VIE owned certain facilities  used
in  the Pork segment's vertically integrated hog production.
Non-controlling  interest  related  to  this  VIE   on   the
consolidated  balance  sheet as of  December  31,  2005  was
$1,074,000.

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

<PAGE> 36

Note 2

Acquisitions, Dispositions and Repurchase of Minority Interest

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 a total purchase price of
$99,181,000.  The purchase price consisted of $44,488,000 in
cash,  plus  working capital adjustments  of  $3,098,000,  a
4.74%  equity  interest  in Seaboard  Foods  LP  (previously
Seaboard  Farms, Inc.) with a book value of $31,225,000  and
fair  value  over  book  value of  $13,263,000  recorded  as
additional paid-in capital for a total value of $44,488,000,
a  put  option  associated with the  4.74%  equity  interest
estimated  to have a fair value of $6,700,000, as  discussed
below,   and   $407,000  of  additional  acquisition   costs
incurred.   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 further  processed
pork products.

The  sellers  of Daily's have an option to put  their  4.74%
equity  interest back to Seaboard after two  years  for  the
greater of $40,000,000 or a formula determined value  as  of
the  put  date.  The minimum put option value of $40,000,000
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
$45,000,000  or  a  formula determined value.   Included  in
other  liabilities at December 31, 2005 is the value of  the
put option obligation in the amount of $5,400,000.  Included
in  Miscellaneous, net for the year ended December 31,  2005
is  the change in fair value of the put option obligation of
approximately $1,300,000 since the date of acquisition.

The 4.74% ownership interest issued to the Sellers was based
on  an  earnings multiple of the business which approximates
fair  value.  The following table summarizes the  allocation
of  the  purchase  price to the fair values  of  the  assets
acquired  and  liabilities assumed  at  July  3,  2005,  the
effective date of the acquisition.

(Thousands of dollars)                                July 3, 2005

Net working capital                                      $11,430
Net property, plant and equipment                         28,798
Intangible assets                                         30,800
Goodwill (tax basis of $21,673,000)                       28,372
Increase in other non-controlling interest                  (219)
  Net assets acquired                                    $99,181

The  intangible assets acquired include $24,000,000 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 years.  As a result of the acquisition,
the  Pork  Division  is the only segment  with  goodwill  or
intangible  assets.  The following table  is  a  summary  of
goodwill  and  intangible assets acquired  from  Daily's  at
December 31, 2005.

<PAGE> 37



(Thousands of dollars)                       December 31, 2005

Intangibles subject to amortization:
   Gross carrying amount:
         Customer relationships                           $ 5,300
         Covenants not to compete                           1,500
                                                            6,800

   Accumulated amortization:
         Customer relationships                              (530)
         Covenants not to compete                            (150)
                                                             (680)

   Net carrying amount:
         Customer relationships                             4,770
         Covenants not to compete                           1,350
Intangibles subject to amortization, net                    6,120

Intangibles not subject to amortization:
   Carrying amount-trade names and registered trademarks   24,000

Total intangible assets, net                               30,120

Goodwill                                                   28,372

Total goodwill and intangible assets, net                 $58,492

The amortization expense of amortizable intangible assets
for the year ended December 31, 2005 was approximately
$680,000.  Amortization expense for the five succeeding
years is $1,360,000 for each of the first four years and
$680,000 in the fifth year.

Goodwill and other indefinite-life intangible assets will be
reviewed  for impairment annually at the end of  the  second
quarter   (anniversary   date  of  acquisition),   or   more
frequently if certain indicators arise.  Management believes
there  is  no significant exposure to a loss from impairment
of  acquired  goodwill  and other intangible  assets  as  of
December 31, 2005.

Operating  results  for Daily's are included  in  Seaboard's
Consolidated  Statement  of  Earnings  from  the   date   of
acquisition.   Pro  forma  results  of  operations  are  not
presented,  as  the  effects  of  the  acquisition  are  not
considered material to Seaboard's results of operations.

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
$26,471,000.  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.

The  counterparty  to this transaction is  a  South  African
company.   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 $1,748,000.

<PAGE> 38

Since  Seaboard has conducted its commodity trading business
with  third parties, 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 first half of 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.
Seaboard's revenues from the portion of the operations  sold
for  the  first  two quarters of 2005 totaled  $317,291,000,
compared to $311,952,000 for the first two quarters of 2004.
Net  sales for the last two quarters of 2005 for third party
commodity   trading   operations   decreased   $268,386,000,
compared  to the last two quarters of 2004, primarily  as  a
result  of the sale, however, the extent  of   the  decrease
beyond 2005 will depend on Seaboard's 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. An initial payment of $5,000,000 was paid during
the  second  quarter  of  2004 to reacquire  this  interest,
$762,000 was paid during fiscal 2005.  The remaining balance
of  $160,000 as of December 31, 2005 is payable  subject  to
the collection of the remaining outstanding receivables.

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

Note 3

Investments

Seaboard's short-term marketable debt securities are treated
as  available-for-sale securities and are  stated  at  their
fair  market values.  As of December 31, 2005 and 2004,  the
short-term investments primarily consisted of variable  rate
municipal  debt securities and money market funds,  so  cost
and fair market value were the same.  All available-for-sale
securities  are readily available to meet current  operating
needs.    At   December  31,  2005,  short-term  investments
included  $7,491,000  held  by a  wholly-owned  consolidated
insurance  captive  to pay Seaboard's retention  of  accrued
outstanding workers' compensation claims.  The following  is
a  summary of the estimated fair value of available-for-sale
securities   classified   as   short-term   investments   at
December 31, 2005 and 2004.

                                                        December 31,
(Thousands of dollars)                                2005       2004

Obligations of states and political subdivisions  $ 258,610  $  81,735
Money market funds                                  113,951     37,524
Domestic equity securities                            5,313          -
Total short-term investments                      $ 377,874  $ 119,259

In  addition  to its short-term investments, as of  December
31,  2005  and 2004 Seaboard also had long-term  investments
totaling  $4,100,000 and $3,800,000, respectively,  included
in  other assets on the Consolidated Balance Sheets.   Also,
see  Note  10 for a discussion of assets held in conjunction
with Seaboard's Investment Option Plan.

Other investment income for each year is as follows:

                                        Years ended December 31,
(Thousands of dollars)                  2005      2004      2003

Realized gain on sale/exchange of
 non-controlled affiliates             $    -    $    -   $18,036
Realized gain on sale of securities         4       196     1,081
Other                                   1,958     1,433     2,323
Other investment income, net           $1,962    $1,629   $21,440

<PAGE> 39

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

Note 4

Inventories

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

                                                             December 31,
(Thousands of dollars)                                      2005      2004

At lower of LIFO cost or market:
      Live hogs & materials                              $146,661  $141,126
      Fresh pork & materials                               22,987    20,334
                                                          169,648   161,460
      LIFO adjustment                                         571       461
              Total inventories at lower of LIFO cost
               or market                                  170,219   161,921
At lower of FIFO cost or market:
      Grain, flour and feed                               107,073    98,699
      Sugar produced & in process                          26,559    20,006
      Other                                                27,282    20,423
              Total inventories at lower of FIFO cost
               or market                                  160,914   139,128
               Total inventories                         $331,133  $301,049

The use of the LIFO method increased 2005, 2004 and 2003 net
earnings  by  $67,000  ($.05 per common  share),  $4,922,000
($3.92  per common share), and $2,327,000 ($1.85 per  common
share), respectively.  If the FIFO method had been used  for
certain  inventories of the Pork segment, inventories  would
have  been  $571,000 and $461,000 lower as of  December  31,
2005 and 2004, respectively.

Note 5

Investments in and Advances to Foreign Affiliates

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

During  2005,  milling operations ceased at Seaboard's  non-
controlled,  non-consolidated foreign affiliate  in  Angola.
Seaboard  is  seeking a buyer of its 45% ownership  in  this
affiliate.  As a result, during 2005 Seaboard fully reserved
its  past due receivables from grain sales to this affiliate
by  incurring  a  charge  to bad debts  and  increasing  its
allowance for doubtful accounts in the amount of $1,500,000.
The investment in and advances to this affiliate was written
off  as  a  result  of Seaboard's share of operating  losses
incurred during 2005 by this affiliate.

<PAGE> 40

In  February  2005, the Board of Directors of the  Bulgarian
wine business (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. During
the third quarter  of  2005, certain  equity  holders agreed
to advance up  to 4,500,000 Euros (approximately $5,400,000)
to the Business,  one-half by Seaboard, to fulfill the terms
of  its  debt  covenants,  make  principal  payments,  avoid
bankruptcy and  finance  the current year's grape purchases.
As of December  31,  2005, Seaboard had advanced   2,040,000
Euros  (approximately $2,457,000).    As   a   result of the
additional advances made during  2005,  Seaboard is entitled
to receive approximately 50%  of  any  net  sale proceeds of
this Business' equity after  all  third  party bank debt has
been repaid.  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
anticipates   incurring   additional   losses    from    the
operations of this Business until the sale of this  Business
is  completed.  As  of  December  31,  2005,  the  remaining
carrying value of Seaboard's investments in and advances  to
this  Business  total  $3,992,000, including  $2,745,000  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.  This Business is considered a  VIE  and
the  related  maximum exposure to Seaboard is $1,247,000  at
December 31, 2005.

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

As  discussed in Note 3, during the fourth quarter of  2003,
Seaboard  sold  its  equity investment in Fjord,  previously
accounted for as a non-controlled foreign affiliate.

Seaboard  generally is the primary provider  of  choice  for
grains  and supplies purchased by the non-controlled foreign
affiliates primarily conducting grain processing.  Sales  of
grain   and  supplies  to  these  non-consolidated   foreign
affiliates included in consolidated net sales for the  years
ended   December  31,  2005,  2004  and  2003  amounted   to
$232,864,000,  $229,422,000 and $148,318,000,  respectively.
At  December 31, 2005 and 2004, Seaboard had $34,013,000 and
$26,762,000,  respectively, of investments in  and  advances
to,  and  $44,459,000  and  $48,097,000,  respectively,   of
receivables due from these foreign affiliates.

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

Commodity Trading and Milling Segment          December 31,
(Thousands of dollars)                    2005     2004     2003

Net sales                             $ 501,972  442,064  329,506
Net income (loss)                     $  19,995    8,450   (1,408)
Total assets                          $ 215,269  202,788  178,458
Total liabilities                     $ 138,670  141,867  120,986
Total equity                          $  76,599   60,921   57,472

Other Businesses                               December 31,
(Thousands of dollars)                    2005     2004     2003

Net sales                             $  28,611   33,230  614,626
Net loss                              $  (7,427)  (8,143) (90,497)
Total assets                          $  45,668   52,827   64,106
Total liabilities                     $  44,266   43,969   49,000
Total equity                          $   1,402    8,858   15,106

<PAGE> 41

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

Note 6

Property, Plant and Equipment

A  summary  of property, plant and equipment at the  end  of
each year is as follows:
                                          Useful           December 31,
(Thousands of dollars)                    Lives          2005        2004

Land and improvements                    15 years   $  115,334  $  112,298
Buildings and improvements               30 years      286,057     272,375
Machinery and equipment                  3-20 years    596,257     558,014
Vessels and vehicles                     3-18 years    127,419     111,260
Office furniture and fixtures            5 years        17,679      14,881
Construction in progress                                 8,644       3,075
                                                     1,151,390   1,071,903
Accumulated depreciation and amortization             (524,810)   (468,521)
  Net property, plant and equipment                 $  626,580  $  603,382

As  part  of  the Daily's acquisition during 2005,  Seaboard
acquired  approximately $28,800,000 in net  property,  plant
and  equipment, which is included in the table  above.   See
Note 2 for further discussion.

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

Note 7

Income Taxes

Income  taxes attributable to continuing operations for  the
years ended December 31, 2005, 2004 and 2003 differ from the
amounts  computed  by  applying the statutory  U.S.  Federal
income  tax  rate  of 35 percent to earnings  (loss)  before
income taxes for the following reasons:

                                                 Years ended December 31,
(Thousands of dollars)                           2005      2004      2003

Computed "expected" tax expense               $109,484  $ 80,468  $ 15,302
Adjustments to tax expense attributable to:
  Foreign tax differences                      (46,184)  (18,585)   (9,195)
  Tax-exempt investment income                  (1,046)     (221)      (55)
  State income taxes, net of federal benefit     6,202     1,461       407
  Change in valuation allowance                  4,290    (3,540)    4,638
  Repatriation                                  11,586         -         -
  Federal and foreign audit settlements        (26,405)        -         -
  Other                                        (11,777)    2,232     3,650
  Income tax expense before cumulative effect   46,150    61,815    14,747
  Income tax expense - cumulative effect
     of changes in accounting principles             -         -        52
  Total income tax expense                    $ 46,150  $ 61,815  $ 14,799

<PAGE> 42

Earnings before income taxes consists of the following:

                                                 Years ended December 31,
(Thousands of dollars)                           2005      2004      2003

 United States                                $156,551  $120,398  $ (8,271)
 Foreign                                      $156,261  $109,513  $ 54,912
  Total                                       $312,812  $229,911  $ 46,641

The components of total income taxes are as follows:

                                                 Years ended December 31,
(Thousands of dollars)                           2005      2004      2003

Current:
  Federal                                     $ 28,885  $ 16,132  $    517
  Foreign                                        5,578     4,271     2,239
  State and local                                6,314     1,317       136
Deferred:
  Federal                                        1,287    39,249    10,930
  Foreign                                           37         -       531
  State and local                                4,049       846       394
Income tax expense                              46,150    61,815    14,747
Unrealized changes in other comprehensive income  (606)    4,329     3,470
Income tax expense - cumulative effect
 of changes in accounting principles                 -         -        52
  Total income taxes                          $ 45,544  $ 66,144  $ 18,269

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

                                                            December 31,
(Thousands of dollars)                                     2005      2004
Deferred income tax liabilities:
  Cash basis farming adjustment                         $ 12,418  $ 12,820
  Deferred earnings of foreign subsidiaries                  347     6,966
  Depreciation                                            93,159    92,903
  LIFO                                                    27,054    32,721
  Other                                                    2,423       106
                                                         135,401   145,516
Deferred income tax assets:
  Reserves/accruals                                       20,013    29,117
  Tax credit carryforwards                                 6,533     6,872
  Net operating and capital loss carryforwards            35,076    21,244
                                                          61,622    57,233
Valuation allowance                                       41,227    22,935
  Net deferred income tax liability                     $115,006  $111,218

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. 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 allowed  Seaboard
to  avoid  current  U.S. taxation on its post-2004

<PAGE> 43

shipping income and had a material impact on Seaboard's 2005
and  future  effective  tax rate and cash tax payments. This
change   decreased   income   tax   expense    approximately
$30,298,000  for the year ended December 31, 2005.

The  Act  also  allowed  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 concluded its evaluation of this provision of the
Act  in  the fourth quarter of 2005 and declared and paid  a
qualifying    intercompany   dividend    of    approximately
$220,000,000.  The dividend was paid from existing cash from
foreign  operations  and  by incurring  $65,000,000  of  new
borrowings  by a foreign subsidiary (see Note 8 for  further
discussion).  Total taxes resulting from this dividend  were
approximately  $11,586,000,  including  foreign  withholding
taxes  incurred.  Seaboard has not provided for U.S. Federal
Income  and  foreign  withholding taxes  on  $87,572,000  of
undistributed earnings from foreign operations  as  Seaboard
intends  to  reinvest such earnings indefinitely outside  of
the  United States.  Determination of the tax that might  be
paid  on these undistributed earnings if eventually remitted
is not practicable.

The Act also repealed an export tax benefit and provides for
a nine percent deduction on U.S. manufacturing income.  Both
are  phased in over the next five years.  Management expects
these  two  changes to largely offset each other  in  future
years.

As  a  matter  of course, Seaboard is regularly  audited  by
federal, state and foreign tax authorities, which may result
in  adjustments.  In the fourth quarter of 2005,  the  Joint
Committee  on Taxation (JCT) approved Seaboard's  settlement
with  the  Internal Revenue Services (IRS) of its  2000-2002
U.S. Federal Tax Returns.  The favorable resolution of these
tax  issues  resulted in a tax benefit  of  $21,428,000  for
items  previously reserved.  Additionally, in February  2006
Seaboard  entered into a Closing Agreement with  the  Puerto
Rican  Treasury Department which favorably resolved  certain
prior  years'  tax issues.  The resolution of  these  issues
resulted  in Seaboard recording a tax benefit of  $4,977,000
in the fourth quarter of 2005 for items previously reserved.
In  January 2005, Seaboard agreed to a settlement  with  the
IRS  related to a protest for Seaboard's federal income  tax
returns for 1994 through 1996 resulting in a $14,356,000 tax
benefit which was recognized in the fourth quarter of 2004.

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

Seaboard currently has tax holidays in two foreign countries
resulting   in  tax  savings  of  approximately  $4,311,000,
$3,376,000  and $2,335,000, or $3.43, $2.69  and  $1.86  per
diluted  earnings  per  common share  for  the  years  ended
December  31, 2005, 2004 and 2003, respectively.  These  tax
holidays  are set to expire in 2008 in one country and  2012
for the other country.

Management believes Seaboard's future taxable income will be
sufficient  for  full realization of the  net  deferred  tax
assets.  The valuation allowance relates to the tax benefits
from  foreign  net  operating  losses  and  from  losses  on
investments  that  would be recognized  as  capital  losses.
Management  does not believe these benefits are more  likely
than  not to be realized due to limitations imposed  on  the
deduction  of these losses.  In the event Seaboard generates
sufficient  capital gains to utilize the capital  losses,  a
tax  benefit  will  be recognized.  At  December  31,  2005,
Seaboard had foreign net operating loss carryforwards (NOLs)
of  approximately $26,231,000, a portion of which expire  in
varying amounts between 2006 and 2009, and others that  have
indefinite  expiration  periods.   At  December  31,   2005,
Seaboard   had   federal  capital  loss   carryforwards   of
approximately  $25,270,000 expiring in  varying  amounts  in
2007 and 2008.

At  December  31, 2005, Seaboard had state tax credit  carry
forwards of approximately $6,078,000 which may carry forward
indefinitely.   As discussed more fully in Note  12,  during
fiscal 2005, Seaboard filed tax returns utilizing NOLs  that
were available to use from its Parent Company pursuant to an
earlier agreement. The Company issued shares of common stock
to its Parent Company in exchange for the NOLs.

<PAGE> 44

Note 8

Notes Payable and Long-term Debt

Notes  payable  amounting to $92,938,000 and  $1,789,000  at
December  31,  2005  and  2004, respectively,  consisted  of
obligations due banks on demand, within one year,  or  based
on  Seaboard's ability and intent to repay within one  year.
As  a result of the one time qualifying foreign intercompany
dividend  paid as discussed in Note 7, during December  2005
Seaboard  entered  into  a  new  two-year  committed  credit
facility   totaling  $50,000,000  and  a   new   $50,000,000
uncommitted  credit  line for a foreign  subsidiary  in  the
Commodity   Trading  and  Milling  segment.   In   addition,
Seaboard  entered into a new $25,000,000 uncommitted  credit
facility  to finance the working capital needs of a  foreign
subsidiary  in  the Commodity Trading and  Milling  Segment.
Also,  during  October 2005, Seaboard reduced  its  domestic
five  year  committed credit facility from  $200,000,000  to
$100,000,000 as a result of the current levels  of  domestic
cash  and  short-term investments held by  Seaboard.   Also,
during  the  second  quarter of  2005,  Seaboard  allowed  a
$20,000,000  committed line of credit  to  expire  and  also
cancelled  its $95,000,000 subsidiary credit  facility.   At
December  31,  2005, Seaboard had committed  lines  totaling
$150,000,000  and  uncommitted lines  totaled  approximately
$79,926,000.   Borrowings outstanding  under  committed  and
uncommitted   lines  as  of  December  31,   2005,   totaled
$50,000,000  and $42,938,000, respectively.  The $50,000,000
borrowing under the two-year committed line is classified in
current liabilities at December 31, 2005 as Seaboard has the
ability and intent to repay such borrowings during the  next
year.   At  December 31, 2005, Seaboard's borrowing capacity
under  its committed lines was reduced by letters of  credit
(LCs) totaling $56,521,000, including $42,688,000 of LCs for
Seaboard's outstanding Industrial Development Revenue  Bonds
(IDRBs) and $13,158,000 related to insurance coverages.  The
weighted  average  interest  rates  for  outstanding   notes
payable were 5.39% and 11.26% at December 31, 2005 and 2004,
respectively.   The  2004 average interest  rates  primarily
reflects  only  foreign subsidiaries local borrowings  under
uncommitted lines as there were no amounts outstanding under
Seaboard's domestic committed or uncommitted lines.

The  notes  payable  to  banks under the  credit  lines  are
unsecured.   The lines of credit do not require compensating
balances.   Facility  fees  on  these  agreements  are   not
material.

A  summary of long-term debt at the end of each year  is  as
follows:
                                                  December 31,
(Thousands of dollars)                           2005      2004

Private placements:
 6.49% senior notes, due 2005                          $      -   $ 20,000
 7.88% senior notes, due 2005 through 2007               50,000     75,000
 5.80% senior notes, due 2005 through 2009               26,000     32,500
 6.21% senior notes, due 2009                            38,000     38,000
 6.21% senior notes, due 2006 through 2012                7,500      7,500
 6.92% senior notes, due 2012                            31,000     31,000

Industrial Development Revenue Bonds, floating rates
 (3.60% at December 31, 2005) due 2014 through 2027      41,800     41,800

Bank debt, 5.79% - 8.58%, due 2006 through 2010          61,710     69,397

Foreign subsidiary obligations, 2.00% - 17.50%, due 2006
through 2010                                              3,276      4,762

Foreign subsidiary obligation, floating rate due 2006       311        314

Capital lease obligations and other                       2,881      3,038
                                                        262,478    323,311
Current maturities of long-term debt                    (61,415)   (60,756)

 Long-term debt, less current maturities               $201,063   $262,555

<PAGE> 45

Of  the  2005 foreign subsidiary obligations, $2,027,000  is
denominated in CFA francs, $927,000 is payable in  Argentine
pesos,   and  the  remaining  $633,000  is  denominated   in
Mozambique   metical.   Of  the  2004   foreign   subsidiary
obligations,  $2,396,000  is  denominated  in  CFA   francs,
$1,908,000  is payable in Argentine pesos and the  remaining
$772,000 is denominated in Mozambique metical.

Seaboard  consolidates certain limited  liability  companies
deemed  to  be  VIEs.   As  a  result,  bank  debt  totaling
$27,918,000  and  $29,837,000 as of December  31,  2005  and
2004,  respectively, is included in the table  above.   This
bank   debt  is  collateralized  by  fixed  assets  totaling
$27,834,000  as of December 31, 2005.  The weighted  average
interest  rates  were 7.54% at December 31, 2005  and  2004,
respectively.

At   December  31,  2005,  hog  production  facilities   and
equipment  with  a  depreciated cost of $59,323,000  secured
bank  debt.   At  December 31, 2005, Argentine  land,  sugar
production facilities and equipment with a depreciated  cost
of    $4,467,000   secured   certain   foreign    subsidiary
obligations.

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

The  terms  of  the note agreements pursuant  to  which  the
senior  notes, IDRBs, bank debt and credit lines were issued
require,  among  other  terms, the  maintenance  of  certain
ratios and minimum net worth, the most restrictive of  which
requires  consolidated funded debt  not  to  exceed  50%  of
consolidated  total  capitalization;  an  adjusted  leverage
ratio  of less than 3.5 to 1.0; requires the maintenance  of
consolidated  tangible net worth, as defined,  of  not  less
than  $507,000,000 plus 25% of cumulative  consolidated  net
income  beginning October 2, 2004; limits aggregate dividend
payments  to  $10.0  million plus 50%  of  consolidated  net
income  less  100%  of  consolidated  net  losses  beginning
January 1, 2002 plus the aggregate amount of Net Proceeds of
Capital   Stock   for  such  period  ($240,423,000   as   of
December  31,  2005) or $15,000,000 per year  under  certain
circumstances; limits the sum of subsidiary indebtedness and
priority  indebtedness to 10% of consolidated  tangible  net
worth;  and limits Seaboard's ability to acquire investments
and sell assets under certain circumstances.  Seaboard is in
compliance  with all restrictive debt covenants relating  to
these agreements as of December 31, 2005.

Annual maturities of long-term debt at December 31, 2005 are
as  follows:   $61,415,000  in 2006,  $63,264,000  in  2007,
$11,981,000 in 2008, $47,285,000 in 2009, $2,002,000 in 2010
and $76,531,000 thereafter.

Note 9

Derivatives and Fair Value of Financial Instruments

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

The  cost and fair values of investments and long-term  debt
at December 31, 2005 and 2004 are presented below.

December 31,                       2005                    2004
(Thousands of dollars)       Cost    Fair Value      Cost    Fair Value

Short-term investments    $377,617    $377,874    $119,259    $119,259
Long-term debt             262,478     259,990     323,311     327,288

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

Commodity Instruments

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

<PAGE> 46

hedges,  fluctuations  in the related commodity prices could
have  a material impact on earnings in any given year.  From
time  to  time,   Seaboard  may   enter   into   speculative
derivative transactions related to its market risks.

At  December  31,  2005  and 2004,  Seaboard  had  open  net
contracts  to (sell) and purchase (1,511,616) and  7,553,000
bushels  of  grain  with  fair  values  of  $3,715,000   and
$(383,000),  respectively, and 61,800  and  98,600  tons  of
soybean   meal   with   fair  values   of   $(904,000)   and
$(1,592,000),  respectively,  included  with  other  accrued
financial  derivative liabilities or current assets  on  the
Consolidated  Balance Sheets.  In addition, at December  31,
2005  Seaboard also had net contracts to sell 440,000 pounds
of  hogs with a fair value of $39,000 and contracts  to  buy
720,000  pounds  of  pork  bellies  with  a  fair  value  of
$(26,000).  At December 31, 2004 Seaboard also had contracts
to sell 2,100,000 pounds of soybean oil with a fair value of
$11,000,  and purchase 1,500 tons on fuel oil  with  a  fair
value  of $(52,000).  For the years ended December 31, 2005,
2004  and  2003  Seaboard realized  net  gains  (losses)  of
$(1,156,000),  $(11,886,000),  and  $4,882,000  related   to
commodity contracts, primarily included in cost of sales  on
the Consolidated Statements of Earnings.

Foreign currency exchange agreements

Seaboard enters into foreign currency exchange agreements to
manage  the foreign currency exchange rate risk with respect
to  certain  transactions denominated in foreign currencies,
primarily related to its commodity trading business.   Prior
to  January  1,  2005 Seaboard accounted  for  its  currency
exchange  hedges  of firm commitments and trade  receivables
from third parties as fair value hedges through December 31,
2004.   Exchange agreements related to firm commitments  and
receivables  from foreign affiliates were accounted  for  as
cash  flow  hedges through December 31, 2004.   For  foreign
currency  exchange  agreements  designated  as  fair   value
hedges,  the derivative gains and losses were recognized  in
operating income for 2004 and 2003 along with the change  in
fair  value  of  the related contract through  December  31,
2004.   For  foreign currency exchange agreements designated
as  cash  flow hedges, the derivative gains and  losses  are
included as a component of other comprehensive income  until
the  underlying contract was recorded.  As discussed in Note
1,  as  of January 1, 2005, Seaboard discontinued accounting
for  the foreign currency exchange agreements as hedges  for
all  new  agreements entered into by the  commodity  trading
business.  As a result, for 2005 the change in value of only
the  foreign exchange agreements are marked to market  as  a
component of cost of sales on the Consolidated Statements of
Earnings and are included on other current assets or accrued
financial   derivatives  liabilities  on  the   Consolidated
Balance Sheets as of December 31, 2005 and 2004. The  change
in  value  of  third party firm commitments are included  in
other   current  assets  or  accrued  financial   derivative
liabilities  on  the  Consolidated  Balance  Sheets  as   of
December  31, 2004.  The net gains and losses recognized  in
the  Consolidated Statements of Earnings from  the  exchange
agreements were not material for the year ended December 31,
2005.   The   net  gains  and  losses  recognized   in   the
Consolidated  Statements  of  Earnings  from  the   exchange
agreements  and related firm commitments were  not  material
for the year ended December 31, 2004 and 2003.

At  December 31, 2005, Seaboard had trading foreign exchange
contracts  (receive $U.S./pay South African Rand  (ZAR))  to
cover its firm sales commitments and trade receivables  with
notional  amounts  of  $56,596,000  with  a  fair  value  of
($1,046,000)   included  in  accrued  financial   derivative
liabilities on the Consolidated Balance Sheet.

At  December 31, 2005 and 2004, Seaboard had trading foreign
exchange contracts (receive $U.S./pay ZAR) to cover  various
foreign  currency working capital needs for notional amounts
of  $1,259,000  and  $21,709,000,  respectively,  with  fair
values of $(11,000) and $90,000.

At  December  31, 2004, Seaboard had hedged ZAR  denominated
firm  sales  contracts  and  trade  receivables  from  third
parties  with  historical values totaling  $72,237,000  with
changes  in  fair  values of $6,421,000,  respectively.   To
hedge  the change in value of these firm contracts and trade
receivables,  Seaboard entered into agreements  to  exchange
$72,237,000 of contracts denominated in ZAR, with derivative
fair values of $(6,505,000).

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

<PAGE> 47

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

Interest Rate Exchange Agreements

Seaboard  entered  into  interest rate  exchange  agreements
which  involve  the exchange of fixed-rate and variable-rate
interest  payments  over the life of the agreements  without
the  exchange of the underlying notional amounts to mitigate
the  effects  of fluctuations in interest rates on  variable
rate debt.  At December 31, 2005 and 2004, deferred gains on
prior  year's  terminated interest rate exchange  agreements
(net  of  tax)  totaled $350,000 and $551,000, respectively,
relating  to  swaps that hedged variable  rate  debt.   This
amount  is included in accumulated other comprehensive  loss
on  the Consolidated Balance Sheets.  For each of the  years
ended  December  31,  2005, 2004  and  2003,  interest  rate
exchange   agreements  accounted  for  as  hedges  decreased
interest expense by $329,000 resulting from amortization  of
terminated proceeds.

At  December  31, 2005 and 2004 Seaboard had five,  ten-year
interest rate exchange agreements outstanding that  are  not
paired   with  specific  variable  rate  contracts,  whereby
Seaboard  pays a stated fixed rate and receives  a  variable
rate of interest on a total notional amount of $150,000,000.
While   Seaboard  has  certain  variable  rate  debt,  these
interest  rate exchange agreements do not qualify as  hedges
for accounting purposes.  At December 31, 2005 and 2004, the
fair  values  of  these contracts totaled  $(5,311,000)  and
$(12,354,000),  respectively, and are  included  in  accrued
financial derivative liabilities on the Consolidated Balance
Sheets.   For the years ended December 31, 2005,  2004,  and
2003   the  net  gain  (loss)  for  interest  rate  exchange
agreements  not  accounted for as  hedges  were  $2,996,000,
$(4,597,000)   and  $(2,296,000),  respectively,   and   are
included   in   miscellaneous,  net  in   the   Consolidated
Statements  of Earnings.  Included in the gains  and  losses
for  2005,  2004  and 2003 are net payments  of  $4,047,000,
$6,403,000  and $6,155,000, respectively, during 2005,  2004
and  2003 for the difference between the fixed rate paid and
variable rate received on these contracts.

Note 10

Employee Benefits

Seaboard maintains a defined benefit pension plan (the Plan)
for  its domestic salaried and clerical employees.  The Plan
generally  provides eligibility for participation after  one
year of service upon attaining the age of 21.  Benefits  are
generally  based upon the number of years of service  and  a
percentage  of final average pay.  Seaboard has historically
based pension contributions on minimum funding standards  to
avoid the Pension Benefit Guaranty Corporation variable rate
premiums  established  by  the  Employee  Retirement  Income
Security  Act  of  1974.   However,  because  of  Seaboard's
liquidity  position,  in  December  2004  Seaboard  made   a
$14,250,000 special contribution approximately equal to  the
maximum  deductible amount, resulting in an over-funding  of
the  Plan.   As  a  result,  management  did  not  make  any
contributions to the Plan during 2005.  As a result  of  its
current  liquidity  and  tax  positions,  in  February  2006
Seaboard  made  a contribution of $3,811,000 which  was  the
maximum  deductible contribution allowed for the  2005  plan
year.   An  additional contribution may be made during  2006
for the 2006 plan year but such amount is not yet known.

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

<PAGE> 48

                                        Actual Plan Composition at December 31,
                        Target Percentage
                         of Portfolio              2005         2004

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

Seaboard  also sponsors non-qualified, unfunded supplemental
executive plans.  On November 5, 2004, Seaboard amended  its
Executive  Retirement  Plan, which provides  a  supplemental
retirement benefit to officers and certain key employees  of
Seaboard  and  its  subsidiaries,  to  conform  the  benefit
calculation  to  the Plan discussed above  by  changing  the
methodology  for calculating the benefit to a percentage  of
final  average pay for all years of service.  The  amendment
also  changes the normal form of the benefit to a  lump  sum
payment,  provided  the employee has at  least  5  years  of
service  after the plan amendment was adopted.   While  this
amendment  has  no  effect on the 2004 net periodic  benefit
cost,  it  increased  unrecognized  prior  service  cost  by
$8,697,000 and increased 2005 net periodic benefit  cost  by
$599,000.   The  unamortized prior  service  cost  is  being
amortized over the average remaining working lifetime of the
active participants for this plan.

Assumptions used in determining pension information for  the
plans were:

                                                   Years ended December 31,
                                                2005        2004         2003
Weighted-average assumptions
 Discount rate used to determine obligations   5.50%       6.00%        6.25%
 Discount rate used to determine net periodic
  benefit cost                                 6.00%       6.25%        6.75%
 Expected return on plan assets                7.50%       8.25%        8.45%
 Long-term rate of increase in compensation
  levels                                    4.00-5.00%  4.00-5.00%   4.00-5.00%

Management  changed its assumptions basis for  the  discount
rate and excepted return on plan assets beginning in 2005 to
more  accurately reflect its own estimated benefit  payments
and  specific  past history.  The change in assumptions  did
not  have a material impact on the results of operation  for
2005.  For 2005, management selected the discount rate based
on  Moody's  year-end  published Aa  corporate  bond  yield,
rounded  to the nearest quarter percentage point.  For  2004
and  2003,  management selected the discount rate  based  on
Moody's  year-end published Aa corporate bond yield plus  25
basis  points. The expected return on Plan assets assumption
is  based  on  the weighted average of asset class  expected
returns  that  are consistent with historical returns.   For
2005  the  assumed  rate  was selected  to  match  the  50th
percentile  rounded to the nearest quarter percentage  point
of   model-based  results  that  reflect  the  Plan's  asset
allocation.  For 2004 and 2003 the assumed rate was selected
to fall between the 50th and 75th percentiles rounded to the
nearest quarter percentage point.  The measurement date  for
the  Plan  is  December 31.  The unrecognized net  actuarial
losses  are  amortized  over the average  remaining  working
lifetime of the active participants for these plans.

The changes in the plans' benefit obligations and fair value
of  assets for the Plan and other plans for the years  ended
December  31, 2005 and 2004, and a statement of  the  funded
status as of December 31, 2005 and 2004 are as follows:

<PAGE> 49

December 31                        2005                        2004
                       Assets exceed  Accumulated  Assets exceed  Accumulated
                        Accumulated     benefits    Accumulated     benefits
(Thousands of dollars)    Benefits   exceed assets    Benefits   exceed assets

Reconciliation of benefit obligation:
 Benefit obligation at
  beginning of year       $53,118       $ 21,871      $47,401      $ 12,633
 Service cost               2,497          1,219        2,203           923
 Interest cost              3,136          1,270        2,925           694
 Actuarial gains (losses)   3,812          1,457        2,277          (959)
 Benefits paid             (1,560)          (141)      (1,688)         (116)
 Plan amendments                -              -            -         8,696
  Benefit obligation at
   end of year             61,003         25,676       53,118        21,871

Reconciliation of fair value of plan assets:
 Fair value of plan assets
  at beginning of year     55,896              -       33,194             -
 Actual return on plan
  assets                    3,047              -        4,378             -
 Employer contributions         -            141       20,012           116
 Benefits paid             (1,560)          (141)      (1,688)         (116)
 Fair value of plan assets
  at end of year           57,383              -       55,896             -

Funded status              (3,620)       (25,676)       2,778       (21,871)
Unrecognized transition
 obligation                     -             97           82           113
Unamortized prior service
 cost                        (389)         8,097         (527)        8,697
Unrecognized net actuarial
 losses                    16,939          4,865       12,619         3,463
 Prepaid (accrued) benefit
  cost                    $12,930       $(12,617)     $14,952      $ (9,598)

The   accumulated  benefit  obligation  for  the  Plan   was
$57,342,000  and  $47,286,000 and for the  other  plans  was
$17,763,000 and $14,816,000 at December 31, 2005  and  2004,
respectively.

Amounts recognized in the Consolidated Balance Sheets as  of
December 31, 2005 and 2004 consist of:

December 31                        2005                        2004
                       Assets exceed  Accumulated  Assets exceed  Accumulated
                        Accumulated     benefits    Accumulated    benefits
(Thousands of dollars)    Benefits   exceed assets    Benefits   exceed assets

Prepaid benefit cost      $12,930       $      -      $14,952      $      -
Accrued benefit liability     -          (17,866)           -       (14,926)
Intangible asset              -            5,249            -         5,328
 Prepaid (accrued) benefit
  cost                    $12,930       $(12,617)     $14,952      $ (9,598)

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

                                                Years ended December 31,
(Thousands of dollars)                      2005         2004          2003

Components of net periodic benefit cost:
 Service cost                           $  3,716      $ 3,126      $  2,892
 Interest cost                             4,406        3,619         3,407
 Expected return on plan assets           (4,115)      (2,873)       (2,128)
 Amortization and other                    1,176          729           913
 Net periodic benefit cost              $  5,183      $ 4,601      $  5,084

<PAGE> 50

Expected  future net benefit payments for all  plans  during
each  of  the next five years and in aggregate for the  five
year  period  beginning with the sixth year are as  follows:
$3,807,000,  $8,220,000, $3,220,000, $3,286,000, $4,008,000,
and $24,301,000, respectively.

Seaboard   also   has  certain  individual,   non-qualified,
unfunded  supplemental  retirement  agreements  for  certain
executive  employees.  Pension expense for these  agreements
was  $634,000,  $666,000 and $697,000 for  the  years  ended
December 31, 2005, 2004 and 2003, respectively.  Included in
other   liabilities  at  December  31,  2005  and  2004   is
$11,309,000 and $10,362,000, respectively, representing  the
accrued  benefit  obligation for these  agreements.   As  of
December  31,  2005 and 2004, the unrecognized pension  cost
related  to  these  agreements of $1,706,986  and  $615,000,
respectively,    was    included   in   accumulated    other
comprehensive  loss, net of related tax.   During  the  next
five  years and for the aggregate five year period beginning
with  the sixth year, management expects future net benefits
payments  under these agreements to be $791,000, $1,192,000,
$1,182,000,    $1,170,000,   $1,156,000,   and   $5,527,000,
respectively.

Seaboard  participates  in  a multi-employer  pension  fund,
which  covers  certain union employees  under  a  collective
bargaining   agreement.   Seaboard  is  required   to   make
contributions to this plan in amounts established under  the
collective  bargaining agreement.  Contribution expense  for
this  plan was $452,000, $346,000 and $321,000 for the years
ended  December 31, 2005, 2004 and 2003, respectively.   The
applicable portion of the total plan benefits and net assets
of this plan is not separately identifiable although in 2005
Seaboard  received notice the pension fund is under  funded.
Seaboard  could, under certain circumstances, be liable  for
unfunded  vested benefits or other expenses of this  jointly
administered union plan.  The plan's administrators  do  not
provide   sufficient  information  to  enable  Seaboard   to
determine  its  share, if any, of unfunded vested  benefits.
As  a  result, Seaboard has not established any  liabilities
for potential future withdrawal as such withdrawal from this
plan is not probable.

Seaboard maintains a defined contribution plan covering most
of  its  domestic salaried and clerical employees.  Seaboard
primarily contributes to the plans an amount equal  to  100%
of  employee contributions up to a maximum of 3% of employee
compensation.   Employee  vesting is  based  upon  years  of
service  with  20% vested after one year of service  and  an
additional 20% vesting with each additional complete year of
service for the significant plan.  Contribution expense  for
this plan was $1,604,000, $1,445,000 and $1,471,000 for  the
years  ended December 31, 2005, 2004 and 2003, respectively.
In  addition, Seaboard maintains a defined contribution plan
covering most of its hourly, non-union employees and in 2005
assumed  responsibility for and sponsorship of  two  defined
contribution  plans  covering  most  of  Daily's  employees.
Contribution expense for these plans was $440,000,  $250,000
and $223,000 for the years ended December 31, 2005, 2004 and
2003, respectively.

Seaboard has an Investment Option Plan which allowed certain
employees  to  reduce  their compensation  in  exchange  for
options to buy shares of certain mutual funds and/or  pooled
separate  accounts.   However,  as  a  result  of  U.S.  tax
legislation   passed   in  October   2004,   reductions   to
compensation  earned after 2004 is no longer  allowed.   The
exercise  price  for each investment option  is  established
based   upon   the  fair  market  value  of  the  underlying
investment  on  the date of grant.  Seaboard contributed  to
the plan based on 3% of the employees' reduced compensation.
Seaboard's  expense for this plan, which primarily  includes
amounts  related  to  the  change  in  fair  value  of   the
underlying  investment accounts, was $1,433,000,  $1,602,000
and  $2,127,000 for the years ended December 31, 2005,  2004
and  2003,  respectively.  Included in other liabilities  at
December  31, 2005 and 2004 are $15,250,000 and $11,896,000,
respectively, representing the market value of  the  payable
to  the  employees upon exercise.  In conjunction with  this
plan,  Seaboard purchased the specified number of  units  of
the  employee-designated investment plus the  option  price.
These investments are treated as trading securities and  are
stated  at  their  fair market values.  Accordingly,  as  of
December 31, 2005 and 2004, $19,094,000 and $15,103,000 were
included in other current assets on the Consolidated Balance
Sheets.  Investment income related to the mark-to-market  of
these   investments  for  2005,  2004,  and   2003   totaled
$1,376,000, $1,537,000 and $2,061,000, respectively.

Note 11

Commitments and Contingencies

Seaboard  Foods LP (Seaboard Foods) reached an agreement  in
2002 to settle litigation brought by the Sierra Club.  Under
the  terms  of  the settlement, Seaboard Foods 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 at the one  remaining
farm  concluded  that the lagoon at this farm  is  a  likely
source   of   elevated  nitrates  in   the   ground   water.

<PAGE> 51

Seaboard   Foods   advised   the  Oklahoma   Department   of
Agriculture, Food & Forestry as to this fact, and is in  the
process  of  getting approval for and making  the  necessary
corrective   action,  which  will  include  constructing   a
replacement  lagoon.  The cost of the lagoon and  any  other
implications is not known with certainty, but  the  cost  is
expected  to be approximately $1,500,000.    Seaboard  Foods
has  given notice to PIC International Group, Inc. (PIC)  as
to its right to indemnification from any loss as a result of
the   lagoon.   To  date,  PIC  has  declined   to   provide
indemnification.

Seaboard  Foods  is  subject to regulatory  actions  and  an
investigation by the United States Environmental  Protection
Agency  and the State of Oklahoma.  One such action involves
five  properties utilized in Seaboard Foods' hog  production
operations  which were purchased from PIC.   Seaboard  Foods
has  undertaken  an  extensive investigation,  and  has  had
significant  discussions  with the  EPA  and  the  State  of
Oklahoma,  proposing to take a number of corrective  actions
with respect to the farms, and one additional farm, in order
to attempt to settle the actions.

Originally,  the EPA advised Seaboard Foods  that  any  such
settlement must include a civil fine of $1,200,000, but  the
EPA  has since reduced the amount of its demand for a  civil
penalty  to $305,000.  Seaboard Foods believes that the  EPA
has  no  authority  to impose a civil fine,  but  settlement
discussions are continuing.

A  tentative  verbal settlement has been  reached  with  the
State of Oklahoma which would require Seaboard Foods to  pay
a fine of $100,000 and to undertake agreed-upon supplemental
environmental projects at a cost of $80,000.  The settlement
is  subject  to  the  final terms being agreed  to  and  the
approval of the Oklahoma Board of Agriculture.  Irrespective
of  the settlement, Seaboard Foods has completed, or  is  in
the  process of completing, many of the proposed  corrective
actions at the relevant farms.

PIC  is  indemnifying  Seaboard Foods with  respect  to  the
action pursuant to an indemnification agreement which has  a
$5,000,000  limit.  To date, the $5,000,000  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 $6,900,000,
not  including  the  additional  legal  costs  required   to
negotiate  the settlement or the penalties demanded  by  the
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 Foods that  it  is  not
responsible   for  the  costs  in  excess   of   $5,000,000.
Seaboard Foods disputes PIC's determination of the costs  to
be  included  in  the calculation to determine  whether  the
$5,000,000  limit  will be exceeded, and believes  that  the
costs  to be considered are less than $5,000,000, 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 Foods has agreed  to
conduct such testing and sampling as 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  Foods
also  believes that a more general indemnity agreement would
require indemnification of liability in excess of $5,000,000
(excluding  the  estimated $180,000  cost  for  testing  and
sampling), although PIC disputes this.

During  the fourth quarter, Seaboard's subsidiary,  Seaboard
Marine,  received  a notice of violation  letter  from  U.S.
Customs  and  Border  Protection  demanding  payment  of   a
significant  penalty  for  an alleged  failure  to  manifest
narcotics  in  connection  with Seaboard  Marine's  shipping
operations,   in   violation  of  a  federal   statute   and
regulation.  Seaboard is in the process of responding to the
allegations  and cannot currently estimate a possible  range
of loss, however, management believes that the resolution of
the  matter will not have any material adverse effect on the
financial position of Seaboard.

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.

Contingent Obligations

Certain  of the non-consolidated affiliates and third  party
contractors who perform services for Seaboard have bank debt
supporting their underlying operations.  From time to  time,
Seaboard  will  provide guarantees of that debt  allowing  a
lower  borrowing rate or facilitating third party  financing
in  order to further business objectives.  Seaboard does not
issue  guarantees  of third parties for  compensation.   The
following  table  sets forth the terms of guarantees  as  of
December 31, 2005.

<PAGE> 52

Guarantee beneficiary                      Maximum exposure       Maturity

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

Foreign non-consolidated affiliate food      $  400,000           August 2006
product distributor - Ecuador

Various hog contract growers                 $1,572,000         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 December 31, 2005, $543,000 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 $1,572,000.

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

As   of   December   31,  2005,  Seaboard  had   outstanding
$57,283,000  of letters of credit (LCs) with various  banks.
Included  in  this  amount are LCs that  reduced  Seaboard's
borrowing capacity under its committed credit facilities  as
discussed  in Note 8 totaling $42,688,000 which support  the
IDRBs  included  as  long-term debt and $13,158,000  of  LCs
related to insurance coverages.

Commitments

As   of   December  31,  2005  Seaboard  had  various   firm
noncancelable  purchase commitments  and  commitments  under
other  agreements,  arrangements  and  operating  leases  as
described in the table below.

Purchase commitments            Years ended December 31,
(Thousands of dollars)       2006   2007   2008   2009   2010Thereafter

Hog procurement contracts $111,919 $ 75,152 $      -  $     -  $     - $      -

Grain and feed ingredients  30,603        -        -        -        -        -

Grain purchase contracts
 for resale                 77,669        -        -        -        -        -

Fuel purchase contract      13,412        -        -        -        -        -

Equipment purchases
  and facility improvements  1,623        -        -        -        -        -

Other purchase commitments   2,356        -        -        -        -        -

Total firm purchase
 commitments               237,582    5,152        -        -        -        -

Vessel time-charter
 arrangements               65,080   27,588    6,009        -        -        -

Contract grower finishing
 agreements                 11,996   11,938   11,894   11,862   11,860   72,672

Other operating lease
 payments                    8,996    7,561    5,803    2,161    2,105    6,196

Total unrecognized firm
 commitments              $323,654 $122,239 $ 23,706 $ 14,023 $ 13,965 $ 78,868

<PAGE> 53

Seaboard  has contracted with third parties for the purchase
of live hogs to process at its pork processing plant and has
entered into grain and feed ingredient purchase contracts to
support  its  live  hog operations.  The commitment  amounts
included  in the table are based on projected market  prices
as  of December 31, 2005.  During 2005, 2004 and 2003,  this
segment  paid  $182,386,000, $177,107,000 and  $155,012,000,
respectively for live hogs purchased under contracts.

The  Commodity Trading and Milling segment enters into grain
purchase   contracts   primarily  to  support   firm   sales
commitments.  These contracts are valued based on  projected
commodity prices as of December 31, 2005.  This segment also
has  short-term freight contracts in place for  delivery  of
future grain sales.

The Power segment has entered into a contract for the supply
of  substantially  all fuel required through  June  2006  at
market-based  prices.   The  fuel  commitment  shown   above
reflects  the average price per barrel at December 31,  2005
for   the  minimum  number  of  barrels  specified  in   the
agreement.

The  Marine  segment enters into contracts  to  time-charter
vessels  for  use  in  its operations.  Historically,  these
commitments have been short-term.  However, as a  result  of
increased  demand  for  vessels and increasing  charter-hire
rates,  this  segment has entered into long-term commitments
ranging  from one to three years.  In addition to its  long-
term lease agreements, the short-term time-charter contracts
of  $591,500  for  2006 are included above in  vessel  time-
charter  arrangements.  This segment's charter hire expenses
during  2005, 2004 and 2003 totaled $76,668,000, $51,064,000
and $47,533,000, respectively.

To  support the operations of the Pork segment, Seaboard has
contract  grower finishing agreements in place with  farmers
to   raise  a  portion  of  Seaboard's  hogs  according   to
Seaboard's    specifications   under   long-term    purchase
contracts.   Under  the terms of the agreements,  additional
payments  would  be required if the grower achieves  certain
performance   standards.   The  contract  grower   finishing
obligations  shown  above  do not  reflect  these  incentive
payments  which, given current operating performance,  total
approximately $1,500,000 per year.  In the event the  farmer
is  unable  to perform at an acceptable level, Seaboard  has
the right to terminate the contract.  During the years ended
2005,  2004 and 2003, Seaboard paid $12,970,000, $10,099,000
and $5,981,000, respectively under contract grower finishing
agreements.

Seaboard also leases various facilities and equipment  under
noncancelable  operating lease agreements.   Rental  expense
for  operating  leases, including payments  made  under  the
Facility  Agreements prior to adoption of FIN 46R  in  2003,
amounted  to $9,314,000, $8,761,000 and $7,237,000 in  2005,
2004 and 2003, respectively.

Note 12

Stockholders' Equity and Accumulated Other Comprehensive Loss

In a 2002 transaction (the Transaction) between Seaboard and
its parent company, Seaboard Flour LLC (the Parent Company),
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.   As  a
part  of the Transaction, the Parent Company 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 NOLs which allow Seaboard to reduce the  amount
of  future  income  taxes it otherwise would  pay.   To  the
extent  Seaboard receives cash payments as a result  of  the
transferred  rights  or  reduces its  federal  income  taxes
payable  by utilizing the NOLs, Seaboard agreed to issue  to
the  Parent Company new shares of common stock with a  value
equal  to  the cash received and/or the NOLs utilized.   The
value  of  the common stock for purposes of determining  the
number  of  shares issued is 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.

On  September 15, 2005, Seaboard filed tax returns utilizing
the  NOLs  resulting in reducing its federal income  tax  by
$8,317,000.  Based on terms of the Transaction, the price of
the  shares of Seaboard's common stock to be issued  to  the
Parent  Company  is  equal to the ten  day  rolling  average
closing price prior to October 1, 2005, which was $1,317.44.
This  resulted in Seaboard issuing 6,313.34 shares to Parent
Company  on  November 3, 2005.   As of  December  31,  2005,
Seaboard  had  not  received  any  cash  payments  from  the
subsidiary of its Parent Company.  The right to receive such
payments expires September 17, 2007.

<PAGE> 54

As all contingencies regarding the issuance of the shares to
the  Parent Company were resolved as of October 1, 2005, the
weighted  average number of shares presented  below  reflect
such  shares as outstanding for one day in the third quarter
and  the  entire period in the fourth quarter for the  basic
earnings per share calculation and for the entire third  and
fourth   quarter   for  the  diluted  earnings   per   share
calculation.  The following table reconciles the  number  of
shares utilized in the earnings per share calculations:

                                        Years ended December 31,
                                       2005        2004      2003
Weighted-average number of shares

Common shares - basic               1,256,645   1,255,054  1,255,054

Effect of dilutive securities

Stock issuance to Parent                1,557           -          -

Common shares - diluted             1,258,202   1,255,054  1,255,054

As  discussed  in  Note 2, as a result of  issuing  a  4.74%
equity interest in Seaboard Foods LP in connection with  the
acquisition  of Daily's during 2005, the difference  between
the  fair value of this equity interest compared to the book
value  was  recorded as additional paid-in  capital  in  the
amount of $13,263,000.

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


                                                  Years ended December 31,
(Thousands of dollars)                           2005       2004       2003

Cumulative foreign currency translation
 adjustment                                   $(53,229)  $(53,986)  $(56,490)
Unrealized gain on investments                     928        257         14
Unrecognized pension cost                       (1,041)      (375)    (5,772)
Net unrealized loss on cash flow hedges            (33)      (188)       (30)
Deferred gain on interest rate swaps               350        551        751

  Accumulated other comprehensive loss        $(53,025)  $(53,741)  $(61,527)

The   foreign  currency  translation  adjustment   primarily
represents  the  effect  of  the  Argentine  peso   currency
exchange  fluctuation on the net assets  of  the  Sugar  and
Citrus  segment.  When the Argentine government  lifted  the
one  to one parity of the peso to the U.S. dollar at the end
of 2001, the peso lost significant value against the dollar.
At  December  31,  2005, the Sugar and  Citrus  segment  has
$92,780,000 in net assets denominated in Argentine pesos and
$7,930,000  in  net assets denominated in  U.S.  dollars  in
Argentina.

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

Note 13

Segment Information

Seaboard  Corporation had five reportable  segments  through
December  31,  2005:  Pork, Commodity Trading  and  Milling,
Marine,  Sugar  and  Citrus,  and  Power,  each  offering  a
specific  product  or  service.   Seaboard  determined   its
segments   based  on  information  provided  to  the   chief
operating   decision  maker  which  is  used  to   determine
allocation of resources and assess performance.  Each of the
five  main  segments  is separately  managed  and  each  was
started or acquired independent of the other segments.   The
Pork  segment produces and sells fresh, frozen  and  further
processed  pork products to further processors,  foodservice
outlets, grocery stores and other retail outlets, and  other
distributors throughout the United States, and to Japan  and
to certain other foreign markets.  The Commodity Trading and
Milling segment internationally markets wheat, corn, soybean
meal  and other commodities in bulk to third party customers
and  to  non-consolidated foreign affiliates,  and  operates
flour,  maize  and  feed  mills in foreign  countries.

<PAGE> 55

The Marine segment, based   in  Miami,   Florida,   provides
containerized  cargo shipping services  between  the  United
States,  the Caribbean Basin, and Central and South America.
The  Sugar  and Citrus segment produces and processes  sugar
and  citrus  in Argentina primarily to be marketed  locally.
The  Power  segment  operates as an unregulated  independent
power  producer  in the Dominican Republic generating  power
from  a  system  of diesel engines mounted  on  two  barges.
Revenues  for  the  All Other segment are primarily  derived
from  the  jalapeno pepper processing and domestic  trucking
transportation operations.

The  Pork segment derives between ten to fifteen percent  of
its  revenues  from  three customers in  Japan  through  one
agent.    In  addition,  approximately  all  of  its  hourly
employees  at  its Guymon processing plan are covered  by  a
collective bargaining agreement.

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.

Since  the  last  half of 2003, the power  industry  in  the
Dominican  Republic  (DR),  where Seaboard's  Power  segment
operates as a generation company, has suffered from  a  cash
flow  imbalance that began when the government did not allow
retail   electricity  rates  charged  by  the   distribution
companies  to increase sufficiently to cover the significant
peso devaluation and increase in the dollar-denominated fuel
costs.   Historically, the DR government funded  electricity
collection shortfalls with cash payments to the distribution
companies.   In recent years, the government has  not  fully
funded   the  collection  shortfalls.   Consequently,   this
segment  has  continued to experience difficulty  collecting
amounts   owed  from  certain  generating  and  distribution
companies.  During 2004, as a result of management's concern
over  its  ability  to  collect certain  customer  accounts,
Seaboard  curtailed power production from time  to  time  to
avoid  spot  market sales to troubled companies or  entities
that   were   not  making  timely  payments.   In  addition,
approximately  $1,932,000  of spot  market  sales  were  not
recorded  during  the second half of 2004 as  collectibility
was not reasonably assured.  During the latter half of 2003,
certain  customers  did not make any payments  for  electric
power  sold  to  them by Seaboard.    As a result,  Seaboard
recorded a $4,284,000 charge to operating expense during the
fourth  quarter  of  2003  to  increase  the  allowance  for
doubtful accounts related to those nonpaying customers.   As
of  December  31,  2005, Seaboard's net receivable  exposure
from  customers  with significant past due balances  totaled
$13,620,000, including $8,866,000 classified in other  long-
term assets on the Consolidated Balance Sheets.

As  discussed  above,  the  Dominican  peso  has  fluctuated
significantly  against the U.S. dollar  over  the  past  few
years.   Foreign exchange gains (losses) included  in  other
income  (expense)  for  this segment  totaled  $(1,569,000),
$2,460,000  and  $(6,735,000)  for  2005,  2004  and   2003,
respectively.

Seaboard's  produce division, representing the  majority  of
sales  in the All Other segment, derives almost all  of  its
revenues from one customer.

As a result of the 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,
as  discussed below, Seaboard's common stock investment  and
subordinated  debt  was  reduced  to  zero.   During   2005,
Seaboard   began  applying  losses  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 from this Business to
100% in 2005.  In February 2005, the Board of Directors  and
the  majority  of  the  owners of this  Business,  including
Seaboard,  agreed to pursue the sale of the entire  Business
or  all  of its assets.  Accordingly, Seaboard assessed  the
fair value of this Business based on current negotiations to
sell  a  substantial portion of the Business and all related
wine labels, and other information on the fair value for the
sale  of  all other assets of this Business.  The result  of
this  assessment  indicated a  fair  value  less  than   the
recorded  cost  basis  of as of December  31,  2004.   As  a
result, in the fourth quarter of 2004, Seaboard recognized a
$3,592,000 decline in value considered other than  temporary
in  its  investment in this Business as a charge  to  losses
from foreign affiliates in the All Other segment.

As  a result of the additional advances made during 2005, as
discussed  in  Note  5,  Seaboard  is  entitled  to  receive
approximately 50% of any net sale proceeds of this Business'
equity  after  all  third party bank debt has  been  repaid.
Seaboard  anticipates incurring additional losses  from  the
operations of this Business until the sale of this  Business
is  completed.  The investment and losses from the  Business
are included in the All Other segment.

During the third quarter of 2003, the Business negotiated  a
refinancing  of certain of its debt after it was  unable  to
make  a  scheduled  principal payment  in  2002  to  a  bank
syndication.    As  part  of  the  refinancing,   the   bank
syndication

<PAGE> 56

forgave  a portion of the debt and the Business sold certain
assets,  the proceeds of which were used to repay a  portion
of the principal balance plus accrued interest.  As a result
of  this transaction, the Business incurred a loss from  the
sale  of  assets, net of the gain from debt forgiveness,  of
which  Seaboard recorded its share, $1,489,000,  during  the
third quarter of 2003.

As  discussed in Note 3, during the fourth quarter of  2003,
Seaboard  sold  its  equity  investment  in  Fjord,  a  non-
consolidated  affiliate included in the All  Other  segment.
Seaboard's share of Fjord's losses recognized during 2003 as
a   loss   from   foreign  affiliates  totaled  $15,546,000.
Included  in 2003 losses is $12,421,000 for asset impairment
charges  primarily related to inventory, license, and  fixed
assets  caused by sustained low worldwide salmon prices  and
an  unfavorable U.S. Court ruling restricting Fjord from the
use of its genetic material.

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

Sales to External Customers:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $1,023,885   $  961,614   $  735,662
Commodity Trading and Milling          835,662    1,066,545      667,869
Marine                                 638,296      498,504      408,971
Sugar and Citrus                        88,969       72,940       70,740
Power                                   77,685       56,386       69,622
All Other                               24,397       27,991       28,476
   Segment/Consolidated Totals      $2,688,894   $2,683,980   $1,981,340


Operating Income:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $  182,749   $  147,428   $   26,367
Commodity Trading and Milling           34,374       29,269       17,980
Marine                                  90,922       63,929        8,523
Sugar and Citrus                        11,884       12,225       18,674
Power                                    9,561        4,409        6,986
All Other                                2,604        3,196        2,054
   Segment Totals                      332,094      260,456       80,584
Corporate                              (12,049)      (9,202)     (11,798)
   Consolidated Totals              $  320,045   $  251,254   $   68,786

Investment in and Advances to Foreign Affiliates:

                                                        December 31,
(Thousands of dollars)                                2005        2004

Commodity Trading and Milling                     $  34,013   $   26,762
Sugar and Citrus                                      1,987        2,050
All Other                                             3,992        9,189
   Segment/Consolidated Totals                    $  39,992   $   38,001

<PAGE> 57

Depreciation and Amortization:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $   41,098    $  40,017   $   37,173
Commodity Trading and Milling            3,344        2,945        3,261
Marine                                  11,047       11,504       13,264
Sugar and Citrus                         5,176        4,214        3,817
Power                                    3,831        5,363        5,348
All Other                                  375          360          936
   Segment Totals                       64,871       64,403       63,799
Corporate                                  235          217          404
   Consolidated Totals              $   65,106    $  64,620   $   64,203

Capital Expenditures:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $    8,070    $  11,807   $   15,756
Commodity Trading and Milling           13,811        4,862        2,741
Marine                                  30,028       10,345        7,651
Sugar and Citrus                        11,195        5,485        4,435
Power                                      277          198          396
All Other                                  820          847          235
   Segment Totals                       64,201       33,544       31,214
Corporate                                   40           78          258
   Consolidated Totals              $   64,241    $  33,622   $   31,472


Income (Loss) from Foreign Affiliates:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Commodity Trading and Milling       $    8,138    $   5,806   $     (384)
Sugar and Citrus                           111          687         (337)
All Other                               (7,887)      (8,538)     (20,553)
   Segment/Consolidated Totals      $      362    $  (2,045)  $  (21,274)



Total Assets:

                                                         December 31,
(Thousands of dollars)                                2005         2004

Pork                                             $  731,422  $   655,551
Commodity Trading and Milling                       282,160      278,324
Marine                                              150,797      138,238
Sugar and Citrus                                    112,882       90,035
Power                                                77,206       77,978
All Other                                             8,991       13,924
   Segment Totals                                 1,363,458    1,254,050
Corporate                                           452,863      182,644
   Consolidated Totals                           $1,816,321  $ 1,436,694

<PAGE> 58

For 2005, Seaboard revised its allocation of corporate items
for operating income to the individual segments to primarily
represent corporate services rendered to and costs  incurred
for each specific division with no allocation to  individual
segments of general corporate  management  oversight  costs.
Previously,   administrative   services   provided   by  the
corporate office were primarily allocated to the  individual
segments based on the size and nature  of  their  operations
with certian operating expenses not  specifically  allocated
to individual segments.  Operating income for  each  segment
presented above for periods ended December 31, 2004 and 2003
have been adjusted to reflect changes in  the  allocation of
administrative services by the corporate office.   Corporate
assets include short-term investments,  certain  investments
in   and   advances   to   foreign affiliates, fixed assets,
deferred   tax   amounts   and   other  miscellaneous items.
Corporate operating losses represent certain operating costs
not specifically allocated to individual segments.

Geographic Information

Seaboard had sales in  South  Africa  totaling $167,748,000,
$355,475,000, and $200,310,000 for the years ended  December
31, 2005,   2004   and   2003,   respectively,  representing
approximately   6%,   13%   and  10% of total sales for each
respective   year.  No   other   individual  foreign country
accounts   for   10% or more of sales to external customers.
The following  table  provides  a  geographic summary of net
sales based on the location of product delivery.

                                                Years ended December 31,
(Thousands of dollars)                    2005             2004           2003

United States                        $  992,322       $  951,650     $  758,325
Caribbean, Central and South America    839,305          713,921        555,680
Afica                                   570,975          744,552        485,619
Pacific Basin and Far East              164,584          133,307         93,568
Canada/Mexico                            74,788           70,208         72,051
Eastern Mediterranean                    29,312           51,786          9,301
Europe                                   17,608           18,556          6,796

  Totals                             $2,688,894       $2,683,980     $1,981,340

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

                                                               December 31,
(Thousands of dollars)                                     2005           2004

United States                                         $  526,938     $  505,489
Dominican Republic                                        35,566         39,644
Argentina                                                 44,231         38,760
All other                                                 20,835         21,105

  Totals                                              $  627,570     $  604,998

At December 31, 2005 and 2004,  Seaboard  had  approximately
$111,801,000  and  $146,261,000,  respectively,  of  foreign
receivables,   excluding   receivables   due   from  foreign
affiliates, which generally represent more of  a  collection
risk than the domestic receivables.  Management believes its
allowance for doubtful receivables is adequate.

<PAGE> 59

Stockholder Information

Board of Directors

H.H. Bresky                                    Steven J. Bresky
Chairman of the Board, President and           Director
Chief Executive Officer                        Senior Vice President,
                                               International Operations

David A. Adamsen                               Kevin M. Kennedy
Director                                       Director
Vice President-Wholesale/Franchise &           Chief Financial Officer,
Manufacturing, The Penn Traffic Company        Seaspan Corporation

Douglas W. Baena                               Joseph E. Rodrigues
Director                                       Director
Chief Executive Officer, Credit America, Inc.  Retired Executive Vice President
                                               and Treasurer

Officers

H.H. Bresky                                    Barry E. Gum
Chairman of the Board, President and           Vice President, Finance
Chief Executive Officer
                                               James L. Gutsch
Steven J. Bresky                               Vice President, Engineering
Senior Vice President, International
Operations                                     Ralph L. Moss
                                               Vice President, Governmental
Robert L. Steer                                Affairs
Senior Vice President, Treasurer and
Chief Financial Officer                        David S. Oswalt
                                               Vice President, Taxation and
David M. Becker                                Business Development
Vice President, General Counsel and
Secretary                                      John A. Virgo
                                               Vice President, Corporate
                                               Controller and Chief
                                               Accounting Officer

Chief Executive Officers of Principal Seaboard Operations

Rodney K. Brenneman                            Edward A. Gonzalez
Pork                                           Marine

Steven J. Bresky
Commodity Trading and Milling

Stock Transfer Agent and Registrar of Stock    Availability of 10-K Report

UMB Bank, n.a.                                 Seaboard files its Annual Report
Securities Transfer Division                   on Form 10-K with the Securities
P.O. Box 410064                                and Exchange Commission.  Copies
Kansas City, Missouri 64141-0064               of the Form 10-K for fiscal 2005
(800) 884-4225                                 are available without charge  by
                                               writing   Seaboard  Corporation,
                                               9000 West 67th  Street,  Shawnee
Auditors                                       Mission,       Kansas     66202,
                                               Attention: Shareholder Relations
KPMG LLP                                       or   via    the    Internet   at
1000 Walnut, Suite 1000                        www.seaboardcorp.com.   Seaboard
Kansas City, Missouri 64106                    provides  access   to  its  most
                                               recent Form 10-K, 10-Q  and  8-K
                                               reports on its Internet website,
Stock Listing                                  free   of   charge,  as  soon as
                                               reasonably   practicable   after
Seaboard's common stock is traded on the       those reports are electronically
American Stock Exchange under the symbol       filed  with  the  Securities and
SEB.  Seaboard had 185 shareholders   of       Exchange Commission.
record of shares of its common stock  as
of December 31, 2005.

<PAGE> 60
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>9
<FILENAME>ex21.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>


                                    EXHIBIT 21

SUBSIDIARIES                        NAMES UNDER           STATE OR OTHER
   OF THE                       WHICH SUBSIDIARIES         JURISDICTION
 REGISTRANT                        DO BUSINESS           OF INCORPORATION

Agencias Generales Conaven, C.A.      Conaven               Venezuela

Agencia Maritima del Istmo, S.A.        Same                Costa Rica

Almacenadora Conaven, S.A.            Conaven               Venezuela

Boyar Estates S.A.*                     Same                Luxembourg

Cape Fear Railways, Inc.                Same                North Carolina

Cayman Freight Shipping Services, Ltd.  Same                Cayman Islands

Chestnut Hill Farms Honduras,
 S. de R.L. de C.V.                     Same                Honduras

Delta Packaging Company Ltd.*           Same                Nigeria

Desarrollo Industrial Bioacuatico,
 S.A.*                                 Same                 Ecuador

Eureka Chickens Limited *              Same                 Zambia

Franquicias Azucareras S.A.*           Same                 Argentina

H&O Shipping Limited                   Same                 Liberia

Ingenio y Refineria San Martin del
 Tabacal S.R.L.                      Tabacal                Argentina

InterAfrica Grains Ltd.                Same                 Bermuda

JacintoPort International LP           Same                 Texas

Les Moulins d'Haiti S.E.M. (LHM)*      Same                 Haiti

Lesotho Flour Mills Limited*           Same                 Lesotho

Life Flour Mill Ltd.*                  Same                 Nigeria

Minoterie de Matadi, S.A.R.L.*         Same                 Democratic Republic
                                                            of Congo

Minoterie du Congo, S.A.               Same                 Republic of Congo

Mission Funding, L.L.C.                Same                 Delaware

Merriam Insurance Company, Ltd.        Same                 Cayman Islands

Mobeira, SARL                          Same                 Mozambique

Molinos Champion, S.A.*                Same                 Ecuador

Molinos del Ecuador, C.A.*             Same                 Ecuador

Mount Dora Farms Inc.                  Same                 Florida

National Milling Company of Guyana,
 Inc.                                  Same                 Guyana

National Milling Corporation Limited   Same                 Zambia

Productores de Alcoholes y Melaza
 S.A.*                                PAMSA                 Argentina

<PAGE>


                                    EXHIBIT 21
                                   (continued)

Representaciones Maritimas y Aereas,
 S.A.                                  Same                 Guatemala

Representaciones y Ventas S.A.*        Same                 Ecuador

Sea Cargo, S.A.                        Same                 Panama

Seaboard de Colombia, S.A.             Same                 Colombia

Seaboard de Nicaragua, S.A.            Same                 Nicaragua

Seaboard del Peru, S.A.                Same                 Peru

Seaboard Foods LP                      Same                 Oklahoma

Seaboard Freight & Shipping Jamaica
 Limited                               Same                 Jamaica

Seaboard Honduras, S. de R.L.
 de C.V.                               Same                 Honduras

Seaboard Marine Bahamas, Ltd.          Same                 Bahamas

Seaboard Marine of Haiti, S.E.         Same                 Haiti

Seaboard Marine Ltd.                   Same                 Liberia

Seaboard Marine of Florida, Inc.       Same                 Florida

Seaboard Marine (Trinidad) Limited     Same                 Trinidad

Seaboard Overseas Limited              Same                 Bermuda

Seaboard Overseas Management Company,
 Ltd.                                  Same                 Bermuda

Seaboard Overseas Trading and
 Shipping (PTY) Ltd.                   Same                 South Africa

Seaboard Ship Management Inc.          Same                 Florida

Seaboard Software Innovations, Inc.    Same                 Delaware

Seaboard Solutions, Inc.               Same                 Delaware

Seaboard Trading and Shipping Ltd.     Same                 Kansas

Seaboard Transport Inc.                Same                 Oklahoma

Seaboard West Africa Limited           Same                 Sierra Leone

Seaboard Zambia Commodity Trading
 Limited                               Same                 Zambia

SEADOM, S.A.                           Same                 Dominican Republic

Seamaritima, S.A. de C.V.              Same                 Mexico

SEEPC (Nigeria) Ltd.                   Same                 Nigeria

Shawnee Funding, Limited Partnership   Same                 Delaware

Top Feeds Limited*                     Same                 Nigeria

Transcontinental Capital Corp.
(Bermuda) Ltd.                         TCCB                 Bermuda

Unga Holdings Limited*                 Unga                 Kenya

*Represents a non-controlled, non-consolidated affiliate.

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>10
<FILENAME>ex31-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
<TEXT>


                                                          Exhibit 31.1

                            CERTIFICATIONS

I, H. H. Bresky, certify that:

  1.  I  have  reviewed this annual report on Form  10-K  of  Seaboard
  Corporation;

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

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

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

     a)  Designed such disclosure controls and procedures,  or  caused
     such disclosure controls and procedures to be designed under  our
     supervision, to ensure that material information relating to  the
     registrant,  including  its consolidated  subsidiaries,  is  made
     known  to us by others within those entities, particularly during
     the period in which this report is being prepared;

     b)  Designed  such internal control over financial reporting,  or
     caused  such  internal  control over financial  reporting  to  be
     designed  under our supervision, to provide reasonable  assurance
     regarding  the  reliability  of  financial  reporting   and   the
     preparation  of  financial statements for  external  purposes  in
     accordance with generally accepted accounting principles;

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

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

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

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

     b)  Any  fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role   in   the
     registrant's internal controls over financial reporting.


Date: March 6, 2006
                            /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>11
<FILENAME>ex31-2.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
<TEXT>


                                                          Exhibit 31.2

                            CERTIFICATIONS

I, Robert L. Steer, certify that:

  1.  I  have  reviewed this annual report on Form  10-K  of  Seaboard
  Corporation;

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

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

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

     a)  Designed such disclosure controls and procedures,  or  caused
     such disclosure controls and procedures to be designed under  our
     supervision, to ensure that material information relating to  the
     registrant,  including  its consolidated  subsidiaries,  is  made
     known  to us by others within those entities, particularly during
     the period in which this report is being prepared;

     b)  Designed  such internal control over financial reporting,  or
     caused  such  internal  control over financial  reporting  to  be
     designed  under our supervision, to provide reasonable  assurance
     regarding  the  reliability  of  financial  reporting   and   the
     preparation  of  financial statements for  external  purposes  in
     accordance with generally accepted accounting principles;

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

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

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

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

     b)  Any  fraud, whether or not material, that involves management
     or   other  employees  who  have  a  significant  role   in   the
     registrant's internal controls over financial reporting.


Date: March 6, 2006
                            /s/ Robert L. Steer
                            Robert L. Steer, Senior Vice President,
                            Treasurer and Chief Financial Officer

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>12
<FILENAME>ex32-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
<TEXT>


                                                     Exhibit 32.1


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

In  connection with the filing of the Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 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: March 6, 2006

                                  /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>13
<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 Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 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: March 6, 2006

                                  /s/ Robert L. Steer
                                  Robert L. Steer, Senior Vice President,
                                  Treasurer and Chief Financial Officer

<PAGE>







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