-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Fphylq56vC67U45YaAB0XpbG2BzEEMcsfI8rwAlz/zPTckvX/tbFD5g0VXr2ZPUE
 z89u+JYpFsegZwKyzKQ1LQ==

<SEC-DOCUMENT>0000088121-07-000002.txt : 20070305
<SEC-HEADER>0000088121-07-000002.hdr.sgml : 20070305
<ACCEPTANCE-DATETIME>20070305162045
ACCESSION NUMBER:		0000088121-07-000002
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20061231
FILED AS OF DATE:		20070305
DATE AS OF CHANGE:		20070305

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:		07671444

	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>k10.txt
<DESCRIPTION>SEABOARD CORPORATION 2006 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, 2006
                               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)     (ZipCode)

                         (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 354,635  shares  of  Seaboard
voting    stock   held   by   nonaffiliates   was   approximately
$453,932,800, based on the closing price of $1,280.00  per  share
on July 1, 2006, the end of Seaboard's second fiscal quarter.  As
of  February  16,  2007,  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 2007 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 and services,

     (iv)   statements concerning management's expectations of recorded
            tax effects under certain circumstances,

     (v)    the ability of the Commodity Trading and Milling segment 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 stability of the Dominican Republic's economy and
            demand for power, related spot market prices and collections of
            receivables in the Dominican Republic,

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

     (ix)   the potential impact of the EPA consent decrees, and various
            environmental actions pending or threatened against Seaboard,

     (x)    statements concerning profitability or sales volume of any
            of Seaboard's segments,

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

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

     (xiii) the anticipated costs and completion timetable for
            Seaboard's scheduled capital improvements, or

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

Forward-looking   statements  are  not   guarantees   of   future
performance  or  results.  They involve risks, uncertainties  and
assumptions.   Actual  results may differ materially  from  those
contemplated by the forward-looking statements due to  a  variety
of  factors.  The information contained in this 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.  In the United  States,
Seaboard  is primarily engaged in pork production and processing,
and   ocean  transportation.   Overseas,  Seaboard  is  primarily
engaged  in  commodity  merchandising,  grain  processing,  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.  Steven J. 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.

(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  56
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 operators, grocery stores
     and  other retail outlets, and other distributors throughout
     the  United  States.   Internationally,  Seaboard  sells  to
     distributors  in  Japan, Mexico 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  bacon  further  processing   plants.
     Seaboard  sells some of its fresh products under  the  brand
     name   Prairie  Fresh   and  its  bacon  and  other  further
     processed   products   under  the   Daily's    brand   name.
     Seaboard's  hog  processing  plant  is  located  in  Guymon,
     Oklahoma, and operates at double shift capacity.  Seaboard's
     bacon  plants  are  located  in Salt  Lake  City,  Utah  and
     Missoula, Montana.

     Seaboard's hog production operations consist of the breeding
     and  raising  of approximately 3.8 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 based  in  Bermuda,
     and  Seaboard  Overseas  Trading and  Shipping  (PTY),  Ltd.
     located  in  South  Africa, internationally  markets  wheat,
     corn, soybean meal and other related commodities in bulk  to
     third  party  customers  and  affiliated  companies.   These
     commodities   are   purchased   worldwide,   with    primary
     destinations  to Africa, South America, and  the  Caribbean.
     The  division  sources, transports and markets approximately
     3.0  million tons of grains and proteins on an annual basis.
     Seaboard integrates the service of delivering commodities to
     its  customers through the use of chartered bulk vessels and
     its eight owned bulk carriers.

<PAGE> 3

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

     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. locations by either truck or rail to  and
     from one of its U.S. port locations, where it is staged  for
     export via vessel or received as import cargo from abroad.

     Seaboard's primary marine operation is located in Miami  and
     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, New Orleans, Louisiana and approximately  38
     foreign  ports.   At  December 31,  2006,  Seaboard's  fleet
     consists   of  ten  owned  and  approximately  29  chartered
     vessels,  thousands  of  dry, refrigerated  and  specialized
     containers and related equipment.  In January 2007, Seaboard
     purchased  a  vessel  previously chartered.   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 over 200,000 metric tons  of
     sugar  and  over four million gallons of alcohol  per  year.
     The  sugar  mill  is one of the largest  in  Argentina.   In
     addition,  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.  Seaboard is not directly involved  in
     the transmission or distribution of the electricity but does
     have  contracts to sell directly to third party users.   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.

     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  56  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

     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 late 2007 and to be completed in  early  2009.
     In  addition, the Pork segment is constructing  a  biodiesel
     processing  plant  to  utilize by-product  from  its  Guymon
     processing plant.  Construction of this plant began in  2006
     and is expected to be completed in 2007.

     In  January  2007,  Seaboard repurchased  the  4.74%  equity
     interest  in  its subsidiary, Seaboard Foods  LP,  from  the
     former owners of Daily's.  The former owners of Daily's  had
     acquired  this  equity interest as part of  Seaboard's  2005
     acquisition  of  Daily's, a bacon processor located  in  the
     western United States.

     During 2006, Triumph Foods began production at its new  pork
     processing  plant  located  in  St.  Joseph,  Missouri,  and
     Seaboard begin marketing the related pork products for a fee
     primarily  based on the number of head processed by  Triumph
     Foods.  This plant has similar capacity to Seaboard's Guymon
     plant  with  the  business based upon a  similar  integrated
     model  as  Seaboard's.  Triumph Foods expects its  plant  to
     reach  full  double  shift operating capacity  during  2007.
     Seaboard's sales prices for its pork products are  primarily
     based  on  an  average sales price and mix of products  sold
     from  both  Seaboard's  and Triumph  Food's  hog  processing
     plant.

     During  2006, Seaboard re-established its commodity  trading
     business in markets associated with the sale in 2005 of some
     components of its third party commodity trading operations.

     During  2006,  Seaboard  began flour milling  operations  in
     Madagascar  through  the  lease of two  milling  facilities.
     Seaboard  has  the ability to cancel the lease  with  notice
     which  Seaboard  could do if it is determined  such  milling
     operations cannot be profitable in this country.

     Seaboard  is a minority owner in a flour milling  operation,
     located  in  Angola,  which closed in  2005.   Seaboard   is
     exploring various alternatives to reopen the operation.

     During 2006, Seaboard established a plan to expand the Sugar
     & Citrus business.  As part of this plan, Seaboard has begun
     the  process  of  purchasing land,  planting  an  additional
     15,000  acres  of  sugar  cane  and  expanding  the  alcohol
     distillery  operations.  This expansion should  raise  sugar
     production from approximately 200,000 metric tons  per  year
     to  approximately 230,000 metric tons per year  and  alcohol
     production from approximately four million gallons per  year
     to approximately thirteen million gallons per year.

     At  times  during  2006,  Seaboard's  power  production  was
     restricted  by  the regulatory authorities in the  Dominican
     Republic.  The regulatory body schedules production based on
     the  amount of funds available to pay for the power produced
     and the relative costs of the power produced.   In addition,
     Seaboard is pursuing additional investment opportunities  in
     the power industry.

     Seaboard  is part of a consortium that has been awarded  the
     right  to  construct  two coal-fired 305  megawatt  electric
     generating plants in the Dominican Republic.  The amount  of
     equity  required for the project is uncertain but Seaboard's
     50% or less share of the investment could range from $25  to
     $75 million depending on the amount of financing obtained by
     the  group and the timing of the construction of the  second
     plant.    The timing  of the project and Seaboard's ultimate
     involvement cannot be determined.

     (iii)     Sources and Availability of Raw Materials

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

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

     Seaboard uses the registered trademark of Seaboard.

<PAGE> 5

     The Pork Division uses registered trademarks relating to its
     products, including Seaboard Farms,  Prairie Fresh,  A Taste
     Like  No Other,  Daily's,  Buffet Brand  and Seaboard Farms,
     Inc..    Seaboard  considers the  use  of  these  trademarks
     important  to  the  marketing  and  promotion  of  its  pork
     products.

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

     Part  of the sales within the Sugar and Citrus Division  are
     made  under  the  Chango   brand in  Argentina,  where  this
     division operates.  Local sales prices 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  eleven  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
     publications  by  Successful Farming and Informa  Economics,
     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.

<PAGE> 6

     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.

     (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,  2006,  Seaboard,  excluding   non-
     consolidated  foreign affiliates, had 10,363  employees,  of
     whom   5,545   were   employed   in   the   United   States.
     Approximately  2,000 employees in Seaboard's  Pork  Division
     were  covered  by  collective bargaining  agreements  as  of
     December   31,   2006.   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   56  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 100 F Street N.E., 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.

<PAGE> 7

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.

Item 1A.  Risk Factors

Seaboard  has  identified 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.

(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;

       -    different legal and regulatory structures and unexpected
            changes in legal and regulatory requirements; and

       -    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

<PAGE> 8

     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.

  (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. The
     recent increase in construction of ethanol plants has elevated
     this  risk as it has increased the competing demand for feed
     ingredients,  primarily  corn.   Similarly,  accounting  for
     approximately 20% 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

<PAGE> 9

     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.

  (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.  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 or a firmly committed sale or
     purchase contract could have an adverse impact on the results of
     operations and liquidity.

  (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.  Accordingly, entering into long-term
     charter hire contracts during periods of decreasing charter hire
     costs or short term charter hire contracts during periods of
     increasing charter hire costs could have an adverse affect on
     Seaboard's results of operation.

  (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 to a customer can lag actual fuel cost
     increases paid by Seaboard and can be influenced by competitive
     pressures thereby having an adverse effect on our results of
     operations.  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,  which could have an adverse effect on our  results
     of operations.

  (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

<PAGE> 11

     began to attempt controlling inflation by instituting price
     controls on commodities, including sugar, which could adversely
     impact the local sales price of sugar and the results of
     operations for this segment.

  (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 adversely 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 which would limit our
     profitability in this business.  The government has the ability
     to arbitrarily decide which power units will be able to operate,
     which could have adverse effects on results of operations.

  (2)Increases In Fuel Costs Could Adversely Affect Seaboard's
     Operating Margins.  Fuel is the largest cost component of this
     segment's  business and, therefore, margins may be adversely
     affected by fluctuations in fuel if such increases can not be
     fully 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
3.8  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 further  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
and  related agribusiness operations in thirteen countries  which
have  the  capacity to mill over 6,600 metric tons of  wheat  and
maize  per day.  In addition, Seaboard has feed mill capacity  of
in  excess of  128 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; and, in Madagascar  the
milling   facilities   are  leased.   Certain   foreign   milling
operations  may  operate at less than full capacity  due  to  low
demand  related to poor consumer purchasing power, excess

<PAGE> 12

milling  capacity  in their competitive environment and European-
subsidized  wheat  and  flour  exports.  Seaboard also owns seven
9,000 metric- ton   deadweight  dry  bulk  carriers,  one  23,400
metric  ton deadweight dry bulk carrier, and "time charters" (the
charter  of a  vessel, whereby the vessel owner is responsible to
provide the  captain   and  crew necessary to operate the vessel)
under  short-term   agreements,  between  eleven and fifteen bulk
carrier  ocean  vessels  with  deadweights ranging from 4,000  to
64,000  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.  At December 31, 2006, Seaboard owned  ten  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-nine containerized ocean cargo vessels  with
deadweights ranging from 3,377 to 20,433 metric tons.  In January
2007,  Seaboard  purchased a vessel previously chartered  with  a
deadweight  of 19,000 metric tons.  Seaboard owns  or  leases  an
aggregate   of   approximately  42,000  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 over 200,000
metric tons of sugar and over four million gallons of alcohol 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 400,000 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.   Seaboard is not directly involved in the transmission
and  distribution facilities that deliver the power  to  the  end
users  but  does have contracts to sell directly to  third  party
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.

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

Seaboard   Foods  has  been  subject  to  an  ongoing  Unilateral
Administrative Order ("RCRA Order"), pursuant to

<PAGE> 13

Section 7003  of  the Resource  Conservation and Recovery Act, as
amended, 42 U.S.C. Sec. 6973 ("RCRA"), filed by the United States
Environmental Protection Agency  ("EPA") on June 29,  2001.   The
RCRA  Order  relates  to  five  swine  farms  located  in   Major
County   and  Kingfisher   County,  Oklahoma purchased  from  PIC
International  Group, Inc. ("PIC"), which  is also a party to the
RCRA Order.

On  September 11, 2006, Seaboard Foods and PIC signed  a  Consent
Decree  with  the United States to resolve the RCRA Order,  which
Consent  Decree  was  approved by  the  U.S.  District  Court  on
December 8, 2006.  Pursuant to the Consent Decree, Seaboard Foods
and  PIC  agreed to a civil penalty totaling $240,000, which  PIC
has   paid.   In  addition  to  payment  of  the  civil  penalty,
Seaboard  Foods  and  PIC agreed to take  a  number  of  remedial
actions with respect to the five farms subject to the RCRA Order,
and  Seaboard  Foods agreed to take additional  remedial  actions
with  respect  to  one additional farm.  These  remedial  actions
include:  groundwater remediation and lagoon  replacement  and/or
barn  repairs  at three of the farms, ongoing leak detection  and
groundwater monitoring at all of the farms, contingency  response
plans effective upon the future detection of infrastructure leaks
or  over-application  of  effluent on land  application  acreage,
investigation work regarding infrastructure at two of the  farms,
modification  of land application procedures, and study  of  land
application  practices.   If the remedial  actions  to  be  taken
pursuant  to  the  EPA  Consent Decree are not  effective,  other
actions with additional costs will be required.

In March 2006, Seaboard Foods entered into a Settlement Agreement
with  the  State of Oklahoma to resolve a regulatory action  with
respect  to  the same properties involved in the EPA RCRA  Order.
Pursuant to this Settlement Agreement, Seaboard Foods paid a fine
of   $100,000,   agreed   to   undertake   certain   supplemental
environmental projects at a cost of $80,000, and agreed  to  take
remedial  actions  that  are  substantially  identical  to  those
provided for in the Consent Decree with the United States.

PIC is jointly responsible for the remedial obligations under the
EPA  Consent Decree and has been indemnifying Seaboard Foods with
respect  thereto, pursuant to an indemnification agreement  which
has  a  $5,000,000 limit.  PIC previously advised Seaboard  Foods
that  it  is  not responsible for the expenditures in  excess  of
$5,000,000,  which Seaboard Foods disputes.  Although  there  has
been  no  formal resolution of this dispute with PIC, the amounts
expended  to date by PIC total in excess of $5,000,000,  and  PIC
has  continued to pay substantially all expenditures required  to
comply  with  the EPA Consent Decree.  Moreover, as noted  above,
PIC  is  jointly  responsible for the  remedial  obligations  and
substantially all other obligations under the EPA Consent Decree.
As  such,  Seaboard believes that PIC will continue to  take  the
actions necessary and to pay the costs of complying with the  EPA
Consent Decree.  Seaboard Foods also believes that a more general
indemnity agreement would require indemnification of liability in
excess of $5,000,000 although PIC disputes this.

Potential Additional EPA Claims

The  EPA  has also 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.
On  September  11, 2006, Seaboard Foods entered  into  a  Consent
Decree  with the United States to settle the matter, pursuant  to
which  Seaboard Foods agreed to pay a civil penalty  of  $205,000
and  to  take various other actions which will cost approximately
$150,000.   As a part of the Consent Decree, Seaboard  Foods  has
applied  to  participate in the National AFO/CAFO  Air  Emissions
Agreement with the EPA.  The $100,000 penalty that Seaboard Foods
will  pay  to participate in the National AFO/CAFO Air  Emissions
Agreement  will  be  applied to satisfy a portion  of  the  civil
penalty  payment under the Consent Decree.  Consummation  of  the
Consent  Decree with the United States is subject to approval  of
the  United  States  District Court for the Western  District  of
Oklahoma.

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> 14

Name   (Age)             Positions and Offices with Registrant and Affiliates

Steven J. Bresky (53)    President and Chief Executive Officer

Robert L. Steer (47)     Senior Vice President, Chief Financial Officer

David M. Becker (45)     Vice President, General Counsel and Secretary

Barry E. Gum (40)        Vice President, Finance and Treasurer

James L. Gutsch (53)     Vice President, Engineering

Ralph L. Moss (61)       Vice President, Governmental Affairs

David S. Oswalt (39)     Vice President, Taxation and Business Development

John A. Virgo (46)       Vice President, Corporate Controller and Chief
                         Accounting Officer

Rodney K. Brenneman (42) President, Seaboard Foods, LP

David M. Dannov (45)     President, Seaboard Overseas and Trading Group

Edward A. Gonzales (41)  President, Seaboard Marine Ltd.

Mr.  Steven J. Bresky has served as President and Chief Executive
Officer  since  July 2006, previously as Senior  Vice  President,
International Operations of Seaboard from February 2001  to  July
2006  and previously as Vice President of Seaboard from  1989  to
2001.

Mr.  Steer  has served as Senior Vice President, Chief  Financial
Officer of Seaboard since December 2006 and previously as  Senior
Vice  President, Treasurer and Chief Financial Officer from 2001-
2006.

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.

Mr.  Gum  has served as Vice President, Finance and Treasurer  of
Seaboard  since  December  2006, previously  as  Vice  President,
Finance from 2003-2006 and 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.

Mr.  Dannov  has  served  as President of Seaboard  Overseas  and
Trading Group since August 2006 and previously as Vice President,
Treasurer  of  Seaboard Overseas and Trading Group from  1996  to
2006.

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

                             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 46 and 47 of the Seaboard Corporation  Annual
Report  to  Stockholders furnished to the Commission

<PAGE> 15

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.

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,"  (b) the dividends per common share  information
and  market  price  range  per  common  share  information  under
"Quarterly Financial Data" and (c) the information under "Company
Performance  Graph" appearing on pages 60, 9 and 8, respectively,
of  Seaboard's  Annual Report to Stockholders  furnished  to  the
Commission  pursuant to Rule 14a-3(b) and attached as Exhibit  13
to this report.

Item 6.  Selected Financial Data

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

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
10  through  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.

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 36
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  23 through 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.

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 9 and pages 27 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,   2006,  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 rule 13a - 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,

<PAGE> 16

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 concerning management's report
on  Seaboard's  internal  control over  financial  reporting,  as
defined in Exchange Act rule 13a-15(f) is incorporated herein  by
reference to Seaboard's "Management's Report on Internal  Control
over  Financial  Reporting" appearing on page  26  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.

Registered   Public  Accounting  Firm's  Attestation   Report   -
Information required by Item 9A with respect to Section 308(b) of
regulation S-K is incorporated herein by reference to "Report  of
Independent Registered Public Accounting Firm" appearing on Pages
27  and  28 of Seaboard's Annual Report to Stockholders furnished
to  the  commission  pursuant to Rule  14-3(b)  and  attached  as
Exhibit 13 to this report.

Change  in  Internal  Controls - There  has  been  no  change  in
Seaboard's   internal  control  over  financial  reporting   that
occurred  during the fiscal quarter ended December 31, 2006  that
has  materially affected, or is reasonably likely  to  materially
affect, Seaboard's internal control over financial reporting.

Item 9B.  Other Information

Not Applicable.

                            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.  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 2007 annual meeting of Stockholders ("2007
Proxy  Statement"),  (b)  the disclosure relating  to  Seaboard's
audit  committee and "audit committee financial expert"  and  its
director   nomination  procedures  under  "Board   of   Directors
Information  --  Committees of the Board -- Audit Committee"  and
"Board   of    Directors  Information  --  Director  Nominations"
appearing on pages 6 and 7 of the 2007 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 pages 26 and 27 of the 2007 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 "Board of Directors Information -
- -  Compensation  of Directors" and "Employment Arrangements  with
Named  Executive  Officers" appearing on  page  8  and  pages  10
through  12  of the 2007 Proxy Statement, and (b) the  disclosure
relating  to compensation of executive officers under  "Executive
Compensation   and  Other  Information,"  "Benefit   Plans"   and
"Compensation  Committee  Interlocks and Insider  Participation,"
"Compensation Committee Report" and "Compensation Discussion  and
Analysis" appearing on pages 8 through 10,  and pages 12  through
24 of the 2007 Proxy Statement.

<PAGE> 17

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 2007 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 23 and 24 of the  2007
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 24 through 26  of  the  2007  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   Restated  Certificate   of   Incorporation.
            Incorporated  herein  by reference  to  Exhibit  3.1  of
            Seaboard's  Form  10-Q for the quarter  ended  April  1,
            2006.

     3.2    Seaboard's By-laws, as amended.

     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.

     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.

     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.

<PAGE> 18

     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).   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.
            Incorporated  herein by reference  to  Exhibit  10.1  of
            Seaboard's Form 10-K for fiscal year ended December  31,
            2006.

     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.   Incorporated
            herein  by reference to Exhibit 10.3 of Seaboard's  Form
            10-K for fiscal year ended December 31, 2006.

     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.

<PAGE> 19

     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.

     10.10* Seaboard  Corporation  Executive  Officers'  Bonus
            Policy.   Incorporated  herein by reference  to  Exhibit
            10.10  of  Seaboard's Form 10-K for  fiscal  year  ended
            December 31, 2006.

     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.
            Incorporated  herein by reference to  Exhibit  10.14  of
            Seaboard's Form 10-K for fiscal year ended December  31,
            2006.

     10.15* Seaboard   Corporation   Nonqualified   Deferred
            Compensation    Plan    dated   December    29,    2005.
            Incorporated  herein by reference to  Exhibit  10.15  of
            Seaboard's Form 10-K for fiscal year ended December  31,
            2006.

     10.16* Amendment to Employment Agreement between  Seaboard
            Corporation  and  Edward  A. Gonzalez  dated  August  8,
            2006.  Incorporated herein by reference to Exhibit  10.1
            of  Seaboard's Form 10-Q for the quarter ended  July  1,
            2006.

     10.17* Employment Agreement between Seaboard  Corporation
            and David M. Dannov dated July 1, 2006.

     10.18* Second  Amendment to Employment Agreement  between
            Seaboard  Corporation  and  Edward  A.  Gonzalez   dated
            January 17, 2007.

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

     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.

     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> 20

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

Date:  March 5, 2007                  Date: March 5, 2007



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

Date:  March 5, 2007



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                                          By  /s/Steven J. Bresky
   H. H. Bresky, Director and Chairman          Steven J. Bresky, Director
   of the Board

Date:                                       Date: March 5, 2007



By /s/David A. Adamsen                      By  /s/Kevin M. Kennedy
   David A. Adamsen, Director                   Kevin M. Kennedy, Director

Date:  March 5, 2007                        Date: March 5, 2007



By /s/Douglas W. Baena                      By  /s/Joseph E. Rodrigues
   Douglas W. Baena, Director                   Joseph E. Rodrigues, Director

Date:  March 5, 2007                        Date: March 5, 2007


<PAGE> 21


             SEABOARD CORPORATION AND SUBSIDIARIES
     Index to Consolidated Financial Statements and Schedule
                      Financial Statements


                                                           Stockholders'
                                                         Annual Report Page

Report of Independent Registered Public Accounting Firm         27

Consolidated Statement of Earnings for the years
 ended December 31, 2006, December 31, 2005 and
 December 31, 2004                                              29

Consolidated Balance Sheets as of December 31, 2006
 and December 31, 2005                                          30

Consolidated Statement of Cash Flows for the years
 ended December 31, 2006, December 31, 2005 and
 December 31, 2004                                              31

Consolidated Statement of Changes in Equity for the
 years ended December 31, 2006, December 31, 2005 and
 December 31, 2004                                              32

Notes to Consolidated Financial Statements                      33

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, 2006, 2005 and 2004                          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 5, 2007, we reported on  the  consolidated
balance  sheets  of  Seaboard Corporation and  subsidiaries  (the
Company)  as  of  December 31, 2006 and  2005,  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, 2006, as contained in the December 31, 2006  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,  2006.
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 5, 2007 contains an explanatory paragraph
that  states  that  the  Company adopted Statement  of  Financial
Accounting  Standards No. 158, Employers' Accounting for  Defined
Benefit Pension and Other Postretirement Plans, in 2006.



                                   KPMG LLP

Kansas City, Missouri
March 5, 2007

<PAGE> F-2

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



                                    Balance at      Provision   Net deductions   Balance at
                                 beginning of year     (1)            (2)        end ofyear
<S>                                   <C>             <C>           <C>           <C>
Year ended December 31, 2006:

  Allowance for doubtful accounts     $16,155         2,479          (3,996)      $14,638

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


<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.

</TABLE>

<PAGE> F-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>2
<FILENAME>ex10-17.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT-DAVID M. DANNOV
<TEXT>


                       EMPLOYMENT AGREEMENT


     This  EMPLOYMENT AGREEMENT (this "Agreement") is entered  into
as  of  July  1, 2006 by and between SEABOARD OVERSEAS AND  TRADING
GROUP,  a  division of Seaboard Corporation, a Delaware corporation
(together with any Successor thereto, the "Company"), and David  M.
Dannov ("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,  2006  (the "Commencement  Date") and  ending  on the date
which is five years after the Commencement Date, provided, however,
on   each   annual   anniversary  date  of  the  Commencement  Date
(an "Annual  Anniversary Date"),  Executive's  employment hereunder
shall  be  deemed to be automatically extended, upon the same terms
and conditions for five  years  after such Annual Anniversary Date,
unless the Company shall have given written notice to Executive, at
least  thirty  (30)  days  prior  to  the expiration of such Annual
Anniversary Date,  of  its intention  not  to extend the Employment
Period (as defined below) hereunder. Notwithstanding the foregoing,
unless mutually  agreed  to  by  the  Company  and  the  Executive,
Executive's  employment  hereunder  shall  under  no  circumstances
extend beyond December 31, 2026.  The period during which Executive
is employed by the Company pursuant  to  this  Agreement, including
any extension  thereof  in accordance  with the preceding sentence,
shall be referred to as the "Employment Period."

           (b) Position and Responsibilities. During the Employment
Period,  Executive  shall  serve  as President and Chief  Executive
Officer, Seaboard  Overseas  and Trading Group, 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,

<PAGE>

knowledge,   commercial   efforts  and   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   Kansas   City
metropolitan area.  However,  Executive  may  be required to travel
in  and  outside  of  Kansas  City  as  the  needs of the Company's
business dictate.

     3.    Base  Salary.  Commencing  August 7, 2006,  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  selected
by  Executive), judgments, fines  and  amounts paid  in  settlement
actually  and  reasonably  incurred by Executive in connection with
any threatened,  pending  or  completed action, suit or proceeding,
whether  civil, criminal, administrative or investigative, to which
Executive  was, is,  or is threatened

<PAGE> 2

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

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

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

     8.    Termination of Employment.

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

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

<PAGE> 3

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

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

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

           (e) Notice of Termination; Date of Termination.

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

<PAGE> 4

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

           (f) Payments Upon Certain Terminations.

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

                    (A)  the  Executive's  Base Salary (at the Base
          Salary  being  paid  on the Date of Termination), for the
          longer of: (x) the remaining  Employment Period (assuming
          Executive's employment had not terminated) or (y) one (1)
          year (the "Severance Period"), payable in installments in
          accordance with the Company's regular  payroll   policies
          for  one  year  after  the  Date of Termination, with the
          balance,  if  any,  being  paid  pursuant  to  a lump sum
          payment on the  one  year anniversary date of the Date of
          Termination; and

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

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

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

<PAGE> 5

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

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

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

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

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

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

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

     9.    Confidentiality.

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

<PAGE> 6

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

     10.   Partial Restraint on Post-termination Competition.

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

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

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

                "The Company  Activities" means the  businesses  of
(i)   grain   processing  and  flour  milling;  (ii)   bulk   ocean
transportation;  (iii)  commodity  trading;  (iv)  grain   terminal
operations  and  (v)  any business acquired  or  commenced  by  the
Company  after the Commencement Date which has sales in  excess  of
$50 million.

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

<PAGE> 7

anniversary date  of  the  Date  of Termination with respect to any
other termination  of employment hereunder.

                "Territory" means  the United  States  of  America,
Africa,  South America and Haiti, which Executive acknowledges  and
agrees are the geographic areas in which the Company engages in the
Company Activities, but with respect to grain processing and  flour
milling, shall not include the United States of America.

           (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
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

<PAGE> 8

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).

     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

<PAGE> 9

case, as any  such  policies  may  be  amended from time to time in
the  Company's sole discretion (collectively, the "Policies").

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

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

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

     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

<PAGE> 10

representatives.  This  Agreement  shall  not  be assignable by any
party hereto without the prior written consent of the other parties
hereto.  The Company  may  effect  such an assignment without prior
written  approval  of  Executive   upon  the  transfer  of  all  or
substantially  all  of  its  business  and/or  assets (by  whatever
means), provided that the Successor to the Company shall  expressly
assume  and agree to perform  this Agreement in accordance with the
provisions of Section 16.

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

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

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

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

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

           (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

<PAGE> 11

thereof; and (iv) addressed as follows (or to  such  other  address
as   the  party  entitled  to  notice shall hereafter  designate in
accordance with the terms hereof):

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

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

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

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

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

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

           (k)  Certain other Definitions.

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

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

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

                "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

<PAGE> 12

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  assets and  liabilities of the Seaboard Overseas
and Trading  Group 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 Seaboard Overseas and  Trading
Group  are transferred.

     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  OVERSEAS  AND  TRADING
                                   GROUP,  a  division of  Seaboard
                                   Corporation


                                   By:      /s/ Steve Bresky
                                   Name:    Steve Bresky
                                   Title:   Chief Executive Officer

                                   Executive:



                                   By:      /s/ Dave Dannov
                                            David M. Dannov

<PAGE> 13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>ex10-18.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT-EDWARD A. GONZALEZ
<TEXT>



            SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


      THIS  SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second
Amendment") is entered into as of January 17, 2007 by and between
Seaboard  Marine Ltd., a Liberian corporation, together with  any
successor   thereto,  the  "Company,"  and  Edward  A.   Gonzalez
("Executive").

                      W I T N E S S E T H:

     WHEREAS, the Company and Executive entered into that certain
Employment Agreement ("Employment Agreement") dated as of July 1,
2005,  which  was amended pursuant to that certain  Amendment  to
Employment Agreement dated August 8, 2006 (the "Amendment");

      WHEREAS, it was intended that the Amendment also set  forth
an  amendment to Section 10 of the Employment Agreement to extend
the "Non-Compete Period";

      WHEREAS,  the  Company and Executive desire  to  amend  the
Employment Agreement, as amended, as set forth herein;

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  covenants and promises contained herein,  and  Employee's
continued employment hereunder, and for further good and valuable
consideration, the Company and Executive hereby agree as follows:

     1.   Amendment to Paragraph 10.   The  definition  of  "Non-
Compete Period" or "Non-Solicitation Period," as set   forth   in
paragraph  10(a)  of  the Employment Agreement,  as  amended,  is
amended and restated to read as follows:

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

     2.   Agreement Continues in Effect.   Except  as  set  forth
herein, the Employment Agreement shall continue in full force and
effect pursuant to its terms.

     3.    Miscellaneous.  This Amendment shall be  governed  and
construed  in accordance with the laws of the State  of  Florida,
without  reference  to  principles of  conflict  of  laws.   This
Amendment   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.

<PAGE>

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

                                   SEABOARD MARINE LTD.



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


                                   EXECUTIVE:



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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>4
<FILENAME>ex13.txt
<DESCRIPTION>2006 ANNUAL REPORT
<TEXT>

                                                     Exhibit 13


                      SEABOARD CORPORATION


                       2006 Annual Report






 <PAGE>


 Description of Business

 Seaboard    Corporation   is   a   diversified   international
 agribusiness  and  transportation  company.   In  the   United
 States,  Seaboard is primarily engaged in pork production  and
 processing,  and ocean transportation.  Overseas, Seaboard  is
 primarily   engaged   in   commodity   merchandising,    grain
 processing, sugar production, and electric power generation.

 Table of Contents

  Letter to Stockholders                                         2
  Division Summaries                                             4
  Principal Locations                                            6
  Summary of Selected Financial Data                             7
  Company Performance Graph                                      8
  Quarterly Financial Data (unaudited)                           9
  Management's  Discussion & Analysis of  Financial  Condition
   and Results of Operations                                    10
  Management's Responsibility for Financial Statements          26
  Management's  Report  on  Internal  Control  over  Financial
   Reporting                                                    26
  Report  of Independent Registered Public Accounting Firm  on
  Consolidated Financial Statements                             27
  Report  of Independent Registered Public Accounting Firm  on
   Internal Control over Financial Reporting                    27
  Consolidated Statements of Earnings                           29
  Consolidated Balance Sheets                                   30
  Consolidated Statements of Cash Flows                         31
  Consolidated Statements of Changes in Equity                  32
  Notes to Consolidated Financial Statements                    33
  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  sales
 price  or market conditions for pork, sugar and other products
 and   services,   (iv)   statements  concerning   management's
 expectations   of   recorded  tax   effects   under   existing
 circumstances,  (v) the ability of the Commodity  Trading  and
 Milling  segment  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  stability of  the  Dominican  Republic's
 economy  and demand for power, related spot market prices  and
 collection   of   receivables  in  the   Dominican   Republic,
 (viii) the effect of the fluctuation in exchange rates for the
 Dominican Republic peso, (ix)  the potential impact of the EPA
 consent decrees, and various environmental actions pending  or
 threatened   against   Seaboard,  (x)  statements   concerning
 profitability  or sales volume of any of Seaboard's  segments,
 (xi)  the  impact of the 2005 Daily's acquisition in enhancing
 Seaboard's  ability  to venture into other  further  processed
 pork  products, (xii) the timetable for the Triumph Foods pork
 processing   plant  to  reach  full  double  shift   operating
 capacity,   (xiii)  the  anticipated  costs   and   completion
 timetable  for  Seaboard's scheduled capital improvements,  or
 (xiv) other trends affecting Seaboard's financial condition or
 results  of  operations,  and statements  of  the  assumptions
 underlying or relating to any of the foregoing statements.

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

<PAGE>

                    Letter to Stockholders

2006 was a landmark year for Seaboard.

Harry  Bresky has retired after 58 years of dedicated  leadership
and  service to Seaboard.  Many stockholders, and certainly  many
employees,  customers and people associated with  Seaboard,  know
the  enormous influence he has had throughout the years.   He  is
Seaboard,  and the values he has instilled, and the  culture  and
philosophy he has brought to bear have had an indelible influence
on  all  of us.  His work has led us in many directions over  the
years,  and at the same time has brought growth, opportunity  and
financial  success to Seaboard.  Indeed, the seeds  Harry  Bresky
sowed  many  years  ago in creating our major divisions  are  now
bearing  financial  fruit,  and  as  importantly,  his  presence,
attitude,  philosophy and values are those  same  elements  which
make   this   Company   what  it  is  today:    a   professional,
free-thinking  and  customer  driven  organization.   For   those
long-term  owners of Seaboard stock, you know the  rich  history,
the  successes  and  failures  and  the  somewhat  unconventional
approach  of  our Company.  I hope these defining qualities  will
compel  you to remain loyal and patient owners.  It has  been  an
interesting journey to date, and I can speak for many  in  saying
that we have enjoyed the ride.

We  don't  usually  highlight our financial accomplishments,  but
because  we have had a remarkable run over the last three  years,
it  gives me great pleasure to note a few highlights:  since  the
beginning of 2004, our combined operating income has exceeded our
previous  25 years combined, stockholder's equity has  more  than
doubled and our stock price has appreciated over 500 percent.  It
would  be nice to consider these highlights as reflecting a trend
but,  realistically, it is more likely that they reflect a  spike
within a trend.

Seaboard  Foods  performed  well  in  2006,  with  revenues  only
slightly below 2005's record. Although  we  are beginning to  see
softening  in pork prices, we continue to implement our  strategy
to  produce more value-added products.  Moving further  down  the
production  chain is expected to result in products  that command
higher  margins,  and should help insulate the Company  from  the
cyclical  nature of market prices for pork.  2006 was  the  first
full  year  of  operations for our Daily's acquisition,  bringing
variety  to  our  product offerings and  higher  revenue  to  the
Company.  In addition, early in 2006, we began marketing products
from  the newly-completed Triumph Foods plant, which provides  us
additional scale and an alternative source of product.   We  look
forward to Triumph Foods' expansion of its processing capacity in
2007  and  the  opportunity to enhance and expand  our  marketing
efforts.

We  continue  to  invest  in  our  Pork  Division  in  2007.   In
November  2006,  we began construction on a new bio-diesel  plant
that will provide alternative outlets for some of our by-products
and   enhance  our  vertically  integrated  structure.   We  also
continue  to  make  investments in  production  assets  that  are
designed to drive costs lower and allow for the growth in  demand
we have experienced over the past few years.

Seaboard Marine achieved all-time record sales, cargo volumes and
operating income in 2006 despite volatile fuel and vessel charter
hire expenses.  Through careful consideration of cargo flows  and
customer requirements, over the past few years, we have been able
to  introduce new routes and additional ports of call which  have
added  to  our  level of service and flexible  structure.   Quick
decision-making, creative solutions and a good  feel  for  market
conditions  have  helped  us achieve results  which  have,  quite
frankly,  exceeded our expectations.  In 2007, we plan on  making
significant  investments  in  marine  equipment,  vessels,   port
infrastructure and business systems which we believe will help us
solidify  our  cost structure and enhance customer  service.   If
stable  political and economic conditions prevail, we  expect  to
enjoy another positive year in 2007.

2006  marked  the  third  consecutive year  of  higher  operating
margins  for  the  Commodity Trading and  Milling  Division.   We
continue  to build on our grain processing and trading base.   In
2006, we added another East African location to our flour milling
portfolio,  and  we have near term plans to add grain  processing
and  grain  terminal locations in both Latin America and  Africa,
including  greenfield sites.  On the commodity trading  side,  we
continue  to  build on our customer base, and  are  entering  new
markets  which will complement our milling activities and  should
give   us   certain  competitive  advantages  over   conventional
commodity   merchandising  companies.    In   August   of   2006,
David  Dannov took over my responsibilities as President  of  the
Commodity  Trading and Milling division.  Dave  has  been  a  key
component in the division for 17 years and he is well-prepared to
bring further value to our trading and milling business.

Tabacal,  our  Sugar and Citrus division in Argentina,  performed
well  in  2006,  with  substantially higher sales  and  operating
income  compared  to  the prior two years.   International  sugar
markets  were  strong, as the nexus with the energy  markets  was
established and sugar prices rose as a result.  Despite the local
government  restrictions placed on the price of  domestic  sugar,
our  local  selling prices also increased, albeit  slightly.   In
2007,  we  plan  to expand our alcohol distillery  operations  at
Tabacal, as well as increase our production levels of sugar.

<PAGE> 2

Since  2004,  we have cautioned that these operating results  are
extraordinary,  and that going forward, we expect  to  return  to
normalized  levels of profitability which are more in  line  with
our  commodity-driven businesses.  At the risk of  sounding  like
"Chicken  Little," there is no doubt that 2007 will present  some
challenges not present in prior years.

First  and foremost, we fully expect that our raw material  costs
for  grain will be significantly higher this year, and could have
a  detrimental affect on the financial results of  our  Pork  and
Commodity  Trading and Milling Divisions.  Many of you are  aware
of the demand-driven fundamentals affecting the grain and oilseed
markets,   namely  the  ethanol  industry  boom,  the   increased
participation of hedge and money funds in the derivative markets,
and  the  continued political and economic push toward  a  higher
degree   of   self-reliance  for  our   energy   needs   in   the
United  States.   Domestically, Seaboard uses about  1.4  million
tons  of  corn  and  protein meals in  our  animal  rations,  and
overseas, the Company processes and trades over 3 million tons of
wheat, corn and soybean meal.  Commodity analysts are calling for
significant  price  increases  in the  grain  markets  this  year
without  corresponding  price  increases  in  meat  prices.    In
addition, in many of our overseas locations, elasticity in demand
will undoubtedly limit our ability to maintain or grow volumes in
wheat  flour, maize meal and manufactured feeds as we attempt  to
pass  along  our  higher raw material costs.  Our challenge  this
year will be to pay particular attention to this area and do what
we can to manage our grain input costs and maximize their value.

Secondarily, the political landscape has changed in  certain  key
countries  in  the  Americas  and in  Africa,  which  could  have
financial   repercussions   for  our  international   businesses,
including  Seaboard  Marine, our foreign milling  operations  and
Tabacal.   We  have enjoyed the benefits of a steady push  toward
free  market economics, however, in some locations, the  momentum
has  shifted  in other directions.  We are cautiously  optimistic
that,  given  the  basic and essential services and  products  we
provide  in these countries undergoing political change, we  will
be  insulated from significant disruptions and will maintain  and
perhaps  increase  our  market share.  As  foreign  investors  in
sovereign  lands,  our  best  protection  is  to  make  ourselves
indispensable and invaluable in each and every country  in  which
we operate.

In  2006 Seaboard generated $284 million in operating cash  flow,
paid  down  $91  million in debt, and added cash  and  additional
working  capital to the balance sheet.  As a result, we are  well
positioned  financially to take advantage of market opportunities
and  business  acquisitions as they arise.   Interest  rates  are
relatively  low  and general market values are reasonable,  which
should  allow us to find and fund businesses which can add  depth
and breadth to our Company.  Obviously, we need to be cautious in
our approach and not only find the right economic investment, but
also the right mixture of people and assets which complement  our
existing  structure.  It is critical for us to  look  beyond  the
numbers and into the chemistry of any business combination.

On  behalf of my father as Chairman and patriarch of Seaboard,  I
would like to thank all of our employees who dedicate their days,
and oftentimes nights and weekends,  to the Company  and work  as
much  for  personal  and company pride as they  do  for  monetary
compensation.   I  may be a bit biased, but I  sincerely  believe
that  we  have  one  of the most dynamic companies  in  operation
today.




                                /s/ Steven J. Bresky
                                Steven J. Bresky
                                President and
                                Chief Executive Officer

<PAGE> 3

Pork Division

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

Seaboard's  processing facility is located in  Guymon,  Oklahoma.
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  operators,
grocery  stores and other retail outlets, and other  distributors
throughout the United States.  Internationally, Seaboard sells to
distributors  in Japan, Mexico 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 approximately 3.8  million
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.   These  operations   represent
Seaboard's  recent expansion of its integrated  pork  model  into
value-added  products  and  are expected  to  enhance  Seaboard's
ability to penetrate into other further processed pork products.

Seaboard's  Pork Division also has an agreement  with  a  similar
size  pork processor, Triumph Foods LLC (Triumph), to market  all
of  the  pork products produced at Triumph's plant in St. Joseph,
Missouri.   Pursuant  to  this agreement,  Seaboard  is  able  to
provide  the  same  quality ensured products  to  its  customers.
Seaboard  earns a commission for this service and is entitled  to
be  reimbursed for certain expenses.  The plant began  operations
in  January  2006 and Seaboard began marketing the  related  pork
products  for  a  fee  primarily based  on  the  number  of  head
processed by Triumph Foods.

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 markets grain and
oilseed  products  internationally to third party  customers  and
affiliated companies.  These commodities are purchased  worldwide
with  primary  destinations in Africa,  South  America,  and  the
Caribbean.

The  division sources, transports and markets over three  million
tons  annually  of  wheat, corn, soybean meal and  other  related
commodities  to the food and animal feed industries.   The  focus
remains  on the efficient supply of quality products and reliable
services  to industrial customers in selected markets.   Seaboard
integrates the service of delivering commodities to its customers
primarily  through the use of chartered bulk vessels and  company
owned bulk carriers.

Seaboard's  Commodity Trading and Milling Division has  locations
in  fifteen  countries. The commodity trading  business  operates
through  four  offices in three countries.  The grain  processing
businesses  operate  through twenty-five  locations  in  thirteen
countries   consisting  of  six  consolidated  and   seven   non-
consolidated  affiliates  in  Africa,  South  America,  and   the
Caribbean.  These businesses produce over one and a 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,   New   Orleans,   Louisiana   and
approximately 38 foreign ports.

Seaboard's  fleet  consists  of ten owned  and  approximately  29
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.  Seaboard Marine 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 over 200,000 metric tons of sugar and over
four million gallons of alcohol per year.  The mill is located in
the  Salta  Province  of northern Argentina  with  administrative
offices  in Buenos Aires, Argentina.  Approximately 50,000  acres
of land is planted with sugar cane which supplies the majority of
the   raw   product   processed  by  the  mill.    In   addition,
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  which  generates
electricity into the local power grid.  Seaboard is not  directly
involved  in the transmission or distribution of electricity  but
does  have  contracts  to sell directly  to  third  party  users.
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


Corporate Office

Seaboard Corporation          Mobeira, SARL              Seaboard de Nicaragua,
 Shawnee Mission, Kansas       Mozambique                 Nicaragua

Pork                          Molinos del Ecuador, C.A.* Seaboard del Peru,
                               Ecuador                    S.A.
Seaboard Foods LP                                          Peru
 Pork Division Office         National Milling Company
  Shawnee Mission, Kansas      of Guyana, Inc.           Seaboard Freight &
                                Guyana                    Shipping Jamaica
 Processing Plant                                         Limited
  Guymon, Oklahoma            National Milling             Jamaica
                               Corporation Limited
 Live Production Operation      Zambia                   Seaboard Honduras, S.
  Offices                                                 de R.L. de C.V.
  Julesburg, Colorado                                      Honduras
  Hugoton, Kansas             Seaboard West Africa
  Leoti, Kansas                Limited                   Seaboard Marine
  Liberal, Kansas               Sierra Leone              Bahamas Ltd.
  Rolla, Kansas                                            Bahamas
  Guymon, Oklahoma            Unga Holdings Limited*
  Hennessey, Oklahoma          Kenya and Uganda          Seaboad Marine
  Optima, Oklahoma                                        (Trinidad) Ltd.
                              Marine                       Trinidad
 Processed Meats
  Salt Lake City, Utah        Seaboard Marine Ltd.       Seaboard Marine of
  Missoula, Montana            Marine Division Office     Haiti, S.E.
                                Miami, Florida             Haiti

Commodity Trading & Milling   Port Operations            SEADOM, S.A.
                               Fernandina Beach, Florida  Dominican Republic
 Commodity Trading Operations  Houston, Texas
  Bermuda                      Miami, Florida            Sea Maritima S.A. de
  Ecuador                      New Orleans, Louisiana     C.V.
  South Africa                 Philadelphia, Pennsylvania  Mexico

 Les Moulins d'Haiti S.E.M.*  Agencias Generales
  Haiti                        Conaven, C.A.             Sugar and Citrus
                                Venezuela
 Les Moulins de Madagascar,                              Ingenio y Refineria
  S.A.R.L.                                                San Martin del
   Madagascar                 Agencia Maritima del        Tabacal SRL
                               Istmo, S.A.                 Argentina
 Lesotho Flour Mills Limited*   Costa Rica
  Lesotho
                              Cayman Freight Shipping    Power
 Life Flour Mill Ltd.*         Services, Ltd.
 Top Feeds Limited*             Cayman Islands           Transcontinental
  Nigeria                                                 Capital Corp.
                              JacintoPort International LP (Bermuda) Ltd.
 Minoterie de Matadi,          Houston, Texas               Dominican Republic
  S.A.R.L.*
   Democratic Republic of     Representaciones
   Congo                       Maritimas y Aereas, S.A.  Other
                                Guatemala
 Minoterie du Congo, S.A.                                Mount Dora Farms de
  Republic of Congo           Sea Cargo, S.A.             Honduras, S.R.L.
                               Panama                      Honduras

                              Seaboard de Colombia, S.A. Mount Dora Farms Inc.
                               Colombia                   Houston, Texas



*Represents a non-controlled, non-consolidated affiliate

<PAGE> 6

                   Summary of Selected Financial Data

                             Years ended December 31,

(Thousands of dollars except per share amounts)

                         2006        2005        2004        2003        2002

Net sales            $2,707,397  $2,688,894  $2,683,980  $1,981,340  $1,829,307

Operating income     $  296,995  $  320,045  $  251,254  $   68,786  $   47,125

Net earnings         $  258,689  $  266,662  $  168,096  $   31,842  $   13,507

Basic earnings per
 common share        $   205.09  $   212.20  $   133.94  $    25.37  $     9.38

Diluted earnings per
 common share        $   205.09  $   211.94  $   133.94  $    25.37  $     9.38

Total assets         $1,961,433  $1,816,321  $1,436,694  $1,325,691  $1,281,141

Long-term debt, less
 current maturities  $  137,817  $  201,063  $  262,555  $  321,555  $  318,746

Stockholders' equity $1,203,307  $  977,870  $  692,682  $  520,565  $  486,731

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

As  of December 31, 2006, Seaboard adopted Statement of Financial
Accounting  Standard  No. 158 (SFAS 158), "Employers'  Accounting
for Defined Benefit Pension and Other Postretirement Plans."  The
adoption  of  SFAS 158 reduced stockholders equity by $25,014,000
as  an  adjustment to Accumulated Other Comprehensive Loss.   See
Note  10  to  the Consolidated Financial Statements  for  further
discussion.

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 $9,387,000, or $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  or $14.37 per share.   The  gain  was  not
subject  to  tax.  During 2003, Seaboard recorded  its  share  of
losses  related to its investment in Fjord totaling  $15,546,000,
or  $12.38  per share including $12,421,000 for asset  impairment
charges.   Seaboard's  share of losses  from  Fjord  during  2002
totaled $10,158,000, or $7.06 per share.

Also during 2003, Seaboard adopted SFAS 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, or $9.93 per share.  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.

<PAGE> 7

The  Securities  and  Exchange Commission  requires  a  five-year
comparison  of  stock performance for Seaboard with  that  of  an
appropriate broad equity market index and similar industry index.
Seaboard's common stock is traded on the American Stock Exchange,
and  one  appropriate  comparison  is  with  the  American  Stock
Exchange Market Value Index.  Because there is no single industry
index to compare stock performance, the companies comprising  the
Dow  Jones  Food and Marine Transportation Industry indices  (the
"Peer Group") were chosen as the second comparison.

The  following  graph shows a five-year comparison of  cumulative
total  return  for Seaboard, the American Stock  Exchange  Market
Value  Index and the companies comprising the Dow Jones Food  and
Marine   Transportation  Industry  indices  weighted  by   market
capitalization    for   the   five   fiscal   years    commencing
December 31, 2001, and ending December 31, 2006.  The information
presented in the performance graph is historical in nature and is
not intended to represent or guarantee future returns.


            COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
         Among Seaboard Corporation, The AMEX Composite Index
                          and a Peer Group

                The graph depicts data points below.

*$100 invested on 12/31/01 in stock or index-including
 reinvestment of dividends. Fiscal year ending December 31.


The comparison of cumulative total returns presented in the above
graph was plotted using the following index values and common
stock price values:

                       12/31/01 12/31/02  12/31/03 12/31/04  12/31/05  12/31/06

  Seaboard Corporation  $100.00  $ 79.91   $ 94.32  $335.84   $509.59   $596.48
  AMEX Market Value     $100.00  $100.08   $144.57  $178.46   $220.35   $262.17
  (U.S. & Foreign)
  Peer Group            $100.00  $101.80   $112.19  $135.96   $130.63   $157.77

<PAGE> 8

                Quarterly Financial Data (unaudited)


(UNAUDITED)
(Thousands of dollars except per share amounts)

                               1st       2nd       3rd      4th     Total for
                             Quarter   Quarter   Quarter   Quarter   the Year
2006

Net sales                  $ 635,573 $ 688,937 $ 678,382 $ 704,505 $2,707,397

Operating income           $  60,857 $  78,068 $  75,668 $  82,402 $  296,995

Net earnings               $  51,540 $  69,190 $  61,189 $  76,770 $  258,689

Earnings per common share:

 Basic                     $   40.86 $   54.85 $   48.51 $   60.86 $   205.09

 Diluted                   $   40.86 $   54.85 $   48.51 $   60.86 $   205.09

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

Market price range per common share:

                  High     $1,594.00 $1,721.00 $1,460.00 $1,798.00

                  Low      $1,223.00 $1,259.00 $1,140.00 $1,197.00
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

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.

<PAGE> 9


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's reporting segments  are  based
on  information used by Seaboard's Chief Executive Officer in his
capacity   as   chief  operating  decision  maker  to   determine
allocation of resources and assess performance.

Pork Segment

The  Pork  segment  is primarily a domestic  business  with  some
export  sales to Japan and other foreign markets.  Revenues  from
the  sale of pork products are primarily generated from a  single
hog  processing  plant  in Guymon, Oklahoma,  which  operates  at
double  shift  capacity and two bacon further  processing  plants
located in Salt Lake City, Utah and Missoula, Montana.  In  2006,
Seaboard  raised approximately 80% of the hogs processed  at  the
Guymon  plant  with  the  remaining  hog  requirements  purchased
primarily under contracts from independent producers.

This  segment  is Seaboard's most capital intensive segment  with
approximately 37% of consolidated assets, including approximately
67%  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 past few years' operating results.

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  plans  to  expand its processed  meat  capabilities  by
constructing a separate processing plant primarily for bacon  and
sausage processing.  Construction of this facility is expected to
begin  in late 2007 and be completed in early 2009.  Seaboard  is
constructing additional finishing space at an approximate cost of
$16  million in 2007 to expand its live production facilities  to
support  the Guymon plant.  In addition, Seaboard is constructing
a  biodiesel  processing  plant to utilize  by-product  from  its
Guymon  processing plant.  Construction of this  plant  began  in
2006  and  is  expected to be completed in 2007.  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.

During  2006,  Triumph Foods began production  at  its  new  pork
processing  plant located in St. Joseph, Missouri,  and  Seaboard
began  marketing  the related pork products for a  fee  primarily
based  on  the number of head processed by Triumph  Foods.   This
plant  has similar capacity to Seaboard's Guymon plant  with  the
business  based  upon a similar integrated model  as  Seaboard's.
Triumph  Foods  expects  its plant to  reach  full  double  shift
operating capacity during 2007.  Seaboard's sales prices for  its
pork  products are primarily based on an average sales price  and
mix  of products sold from both Seaboard's and Triumph Food's hog
processing plants.

<PAGE> 10

Commodity Trading and Milling Segment

The  Commodity Trading and Milling segment 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,   local   government
policies,   economic  and  industry  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.  The commodity trading
portion  of  the  business sources grain  and  delivers  to  many
international  locations, which affects the timing of  completion
of  voyages,  and the availability of and rates  for  bulk  cargo
shipping.   As  a result, these factors can significantly  affect
sales volumes, operating income, working capital and related cash
flows from quarter-to-quarter.

After  selling  some  components of  its  third  party  commodity
trading  operations in 2005, during 2006 Seaboard  re-established
its  commodity  trading business in markets associated  with  the
sale.   Seaboard concentrates on the supply of raw  materials  to
its  core milling operations and to third party commodity  trades
in  support  of these milling operations.  Seaboard continues  to
seek opportunities in trading and milling businesses in order  to
achieve greater scale, volumes and profitability.

Marine Segment

The Marine 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, when  certain
countries  have experienced such instability, Seaboard's  volumes
and operating profits have been significantly impacted.

In  recent years, Seaboard has been able to increase cargo  rates
in  most  markets,  which has helped offset higher  charter  hire
rates  and fuel costs. Assuming this segment continues to  expand
its cargo volumes, needs for vessels, cargo carrying and handling
equipment  will  continue to increase over  the  next  couple  of
years.  Seaboard continues to explore ways to increase volumes on
existing routes while seeking opportunities to broaden its  route
structure in the region.

Sugar and Citrus Segment

Seaboard's   Sugar  and  Citrus  segment  operates  a  vertically
integrated sugar and citrus production and processing complex  in
Argentina.   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 and prices.  Depending on
local harvest and market conditions, this business also 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.

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 will increase
for  this operation as a result of planned expansion of sugar and
alcohol  production

<PAGE> 11

along with the payment  of  debt.   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.   This  segment's
financing  needs  have been minimal for the existing  operations.
During  the  past few years, operating cash flows have fluctuated
from  inconsistent customer collections.  Seaboard has  contracts
to  sell  approximately 50% 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 primarily to three wholly  or
partially-government-owned distribution companies or other  power
producers  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.

At  times during 2006, Seaboard's power production was restricted
by  the  regulatory authorities in the Dominican  Republic.   The
regulatory body schedules production based on the amount of funds
available to pay for the power produced and the relative costs of
the  power  produced.  During the last half of  2005,  management
decided to produce at near capacity as a result of a more  stable
payment  performance  from  all  customers,  while  during   2004
Seaboard  curtailed its level of power production  from  time  to
time   due  to  lack  of  payments  from  spot  sales.    Certain
receivables from 2004 spot sales are still outstanding.  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, 2006 increased
$97.7  million from December 31, 2005 primarily reflecting $283.8
million  of  cash generated from operations partially  offset  by
capital  expenditures  of  $85.9  million,  reductions  in  notes
payable to banks of $30.0 million and scheduled payments of long-
term  debt of $61.2 million.  Cash from operating activities  for
2006   decreased  $47.4  million  compared  to  2005,   primarily
reflecting  increases in working capital needs in  the  Commodity
Trading  and  Milling segment resulting from re-establishing  its
commodity  trading  operations   in   markets  along   with   the
timing  of  normal  transactions for trade  payables  and  voyage
settlements, and decreased earnings for the Pork segment.

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 and as a result of improved collections of receivables
for the Power segment.

Capital Expenditures, Acquisitions and Other Investing Activities

During  2006  Seaboard invested $85.9 million in property,  plant
and  equipment, of which $30.3 million was expended in  the  Pork
segment,  $4.0  million  in  the Commodity  Trading  and  Milling
segment,  $30.4 million in the Marine segment, $18.4  million  in
the  Sugar  and Citrus segment and $2.8 million in the  remaining
businesses.  For the Pork segment, $12.9 million was spent on the
construction  of a biodiesel plant discussed below,  improvements
to   the  Guymon  processing  plant  and  expanding  the  further
processing  capacity  acquired  from  Daily's.   For  the  Marine
segment,  $23.1 million was spent to purchase cargo carrying  and
hauling  equipment, expansion of port facilities and

<PAGE> 12

to purchase two containerized cargo vessels previously chartered.
In  the  Sugar and Citrus  segment, the capital expenditures were
primarily used  for  the  purchase  of  land,  expansion  of  the
alcohol  distillery   operations,  improvements  to the mill, and
plantation   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.

During  2006, the Pork segment began construction of a processing
plant  to  utilize  by-products from its Guymon  pork  processing
plant  to  produce  biodiesel which will  be  marketed  to  third
parties.  This plant is expected to be completed in late 2007  at
a total cost of $34.0 million with approximately $28.0 million to
be spent in 2007.  The Pork segment is also 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  $45.0  million.
Construction of this facility is expected to begin in  late  2007
and  be  completed in early 2009 with approximately $22.5 million
to  be  spent  in  2007.  In addition, the Pork segment  is  also
currently  constructing additional hog finishing space to  expand
its  live  production  facilities to support  the  Guymon  plant.
These  facilities  are  expected to be  completed  in  2007  with
approximately $16.0 million to be spent in 2007.

The total 2007 capital expenditures budget is $212.9 million.  In
addition  to the projects detailed above, the Pork segment  plans
to  spend  an additional $22.3 million primarily for improvements
to  existing  hog  facilities, upgrades to the Guymon  processing
plant  and  additional facility upgrades and  related  equipment.
The  Commodity  Trading and Milling segment plans to  spend  $5.7
million  primarily  for  milling facility  upgrades  and  related
equipment.   The  Marine  segment  has  budgeted  $95.8   million
primarily  for additional cargo carrying and handling  equipment,
expansion  of existing port facilities, and the purchase  of  two
containerized cargo vessels, one of which is currently chartered.
The  Sugar  and  Citrus  segment plans  to  spend  $21.6  million
primarily for expansion of the alcohol distillery operations, the
purchase  of  land  and costs associated with clearing  land  and
expanding planted sugar cane, and improvements to the mill.   The
balance  of  $1.0  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,  2006
Seaboard   had  commitments  of  $57.9  million   to   spend   on
construction  projects,  purchase equipment,  and  make  facility
improvements.

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.

During the fourth quarter of 2006 Seaboard invested $4.6 million,
plus $0.7 million previously placed in escrow in 2004 for a total
of  $5.3  million, for a less than 20% ownership  interest  in  a
company  operating a 300 megawatt electricity generating facility
in  the  Dominican  Republic.  See Note  3  to  the  consolidated
Financial Statements for further discussion.

Seaboard is part of a consortium that has been awarded the  right
to  construct  two  coal-fired 305 megawatt  electric  generating
plants  in the Dominican Republic.  The amount of equity required
for the project is uncertain but Seaboard's 50% or less share  of
the  investment could range from $25.0 to $75.0 million depending
on  the  amount of financing obtained by the group and the timing
of  the  construction of the second plant.   The  timing  of  the
project  and  Seaboard's  ultimate  involvement  cannot  yet   be
determined.

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

<PAGE> 13

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.

In  January 2007, Seaboard repurchased the 4.74% equity  interest
in  its subsidiary, Seaboard Foods LP, from the former owners  of
Daily's.  As part of the Purchase Agreement, on January  2,  2007
Seaboard  paid  $30 million of the purchase price for  the  4.74%
equity  interest to the former owners of Daily's.  Seaboard  will
pay  the balance of the purchase price in August, 2007, currently
estimated based on a formula determined value to be an additional
$10-$40  million depending on operating results and  certain  net
cash   flows  through  June  30,  2007.    See  Note  2  to   the
consolidated Financial Statements for further discussion.

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.   During  2006,  Seaboard   re-
established its commodity trading business in markets  associated
with  the  sale  in 2005 of some components of  its  third  party
commodity trading operations.

During  2004  Seaboard invested $33.6 million in property,  plant
and  equipment, of which $11.8 million was expended in  the  Pork
segment,  $4.9  million  in  the Commodity  Trading  and  Milling
segment, $10.3 million in the Marine 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.

Financing Activities, Debt and Related Covenants

During  the second quarter of 2006, Seaboard terminated  a  $50.0
million  committed line of credit that had been entered  into  in
December   2005   in   connection  with  a  one-time   qualifying
intercompany  dividend paid.  Seaboard terminated  this  line  as
foreign  subsidiaries  generated sufficient  cash  to  repay  the
facility in its entirety during 2006.  During the fourth  quarter
of  2006,  a  foreign subsidiary of Seaboard entered into  a  new
uncommitted    credit   line   denominated   in   Japanese    Yen
(approximately $54.6 million at December 31, 2006)  to  refinance
intercompany debt.

The  following table represents a summary of Seaboard's available
borrowing   capacity  as  of  December  31,   2006.    Borrowings
outstanding   under  committed  and  uncommitted  lines   as   of
December  31,  2006  totaled  $0.0  million  and  $63.0  million,
respectively.   Letters  of  credit  of  $56.5  million   reduced
Seaboard's  borrowing  capacity under its committed  credit  line
primarily  representing $42.7 million for Seaboard's  outstanding
Industrial Development Revenue Bonds and $13.2 million related to
insurance coverages.

                                                        Total amount
(Thousands of dollars)                                    available

Long-term credit facilities - committed                   $100,000

Short-term uncommitted demand notes                        159,699

Total borrowing capacity                                   259,699

Amounts drawn against lines                                 62,975

Letters of credit reducing borrowing availability           56,521

Available borrowing capacity at December 31, 2006         $140,203

Seaboard  currently  has  capacity under  existing  covenants  to
undertake  additional  debt financings  of  approximately  $900.0
million.  As of December 31, 2006, Seaboard is in compliance with
all  restrictive  covenants relating to these arrangements.   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.

Scheduled  long-term debt maturities range from $12.0 million  to
$63.4  million per year, for a total of $122.7 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,

<PAGE> 14

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 existing liquidity and available borrowing capacity, currently
has no plans  to  pursue other financing alternatives.

In  January  2006,  Seaboard paid $2.1 million  to  purchase  the
equity of a variable interest entity (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.   The  difference between the purchase  price  and  non-
controlling interest resulted in an increase in fixed assets.

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.

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.

Contractual Obligations and Off-Balance-Sheet Arrangements

A  summary  of  Seaboard's contractual  cash  obligations  as  of
December 31, 2006 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   $   81,401 $ 68,089 $ 13,312 $     - $      -

Contract grower finishing
 agreements                          120,054   11,948   23,782  22,968   61,356

Other  operating lease payments       30,009   10,252   11,005   4,417    4,335

Total  lease  obligations            231,464   90,289   48,099  27,385   65,691

Long-term  debt                      201,232   63,415   59,253   3,510   75,054

Short-term notes payable              62,975   62,975        -       -        -

Other  purchase commitments          548,606  399,213  115,867  33,526        -

Total contractual cash obligations
  and commitments                 $1,044,277 $615,892 $223,219 $64,421 $140,745

The  Marine segment enters into contracts to time-charter vessels
for use in its operations.  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.  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 and ocean freight  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 $2.4 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, 2006  increased  to
$2,707.4  million  from $2,688.9 million  in  2005  and  $2,684.0
million  for  2004.   The  increase in  net  sales  in  2006  was
primarily  the result of higher cargo volumes and higher  average
rates  for  marine  cargo services and, to a lesser  degree,  the
acquisition of Daily's in July of 2005, higher sales  volume  and
prices  of  sugar,  and higher sales volumes at  certain  African
milling  locations.  Substantially offsetting  the  increase  was
lower commodity trading volumes as the result of the sale of some
components of

<PAGE> 15

Seaboard's third party commodity trading operations in  May 2005,
and lower sales prices for pork products.   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.

Operating  income decreased to $297.0 million in 2006, down  from
$320.0  million in 2005 and up from $251.3 million in  2004.  The
2006  decrease compared to 2005 primarily reflects the lower pork
prices  partially  offset  by higher  cargo  volumes  and  higher
average  rates for marine cargo services and, to a lesser degree,
higher  sugar  prices.   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.

Seaboard's   operations   primarily   involve   commodity   based
industries,   which   typically  have   cyclical   upswings   and
downswings.   For the past three years, 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
significant  cyclical downswing in the Pork or Marine  industries
or  other  industries  in  which  Seaboard  operates,  Seaboard's
results from operations will be adversely affected.

Pork Segment

(Dollars in millions)               2006         2005       2004

Net sales                        $1,002.7     $1,023.9    $ 961.6
Operating income                 $  138.3     $  182.7    $ 147.4

Net  sales for the Pork segment decreased $21.2 million  for  the
year  ended  December 31, 2006 compared to 2005, primarily  as  a
result  of lower sales prices for pork products and, to a  lesser
extent,  decreased sales volumes of pork products.  Sales volumes
decreased as a result of fewer weekend production shifts in  2006
compared  to 2005.  Partially offsetting the decrease  was  sales
contributed  from  the acquisition of Daily's  in  July  2005  as
discussed in Note 2 to the Consolidated Financial Statements.

Operating  income  decreased $44.4 million  for  the  year  ended
December  31, 2006 compared with 2005 primarily as  a  result  of
lower  prices  for  pork products.  This decrease  was  partially
offset  by  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.  Also during 2006, Seaboard  was
able to partially offset market increases in the price of corn, a
primary  feed  ingredient  for hogs,  with  commodity  derivative
gains.

Management  is  unable to predict future market prices  for  pork
products  or the cost of feed and third party hogs.   During  the
last  half of 2006, the price of corn began to rise significantly
as  the  demand  for corn increased due to, among  other  things,
expansion plans for ethanol plants.  Although Seaboard  was  able
to  partially  offset these increases during 2006 with  commodity
derivative  gains, management cannot predict to  what  extent  it
will be able to do so in 2007.   Also, over the past three years,
especially  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  cannot  be
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 2007  although
significantly lower than 2006.

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.  The increases were partially  offset
by lower prices for pork products in the domestic markets.

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

<PAGE> 16

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.

Commodity Trading and Milling Segment

(Dollars in millions)                   2006     2005       2004

Net sales                             $ 735.6  $ 835.7   $1,066.5
Operating income                      $  37.2  $  34.4   $   29.3
Income from foreign affiliates        $   6.3  $   8.1   $    5.8

Net sales for the Commodity Trading and Milling segment decreased
$100.1  million for the year ended December 31, 2006 compared  to
2005.    The  decrease  primarily  reflects  the  sale  of   some
components of Seaboard's third party commodity trading operations
in  May 2005. Partially offsetting the decrease was Seaboard  re-
establishing   its  commodity  trading  operations   in   markets
associated  with  the  sale discussed above and  increased  sales
volumes  at  certain African milling operations  primarily  as  a
result  of expanding existing businesses.  As worldwide commodity
price  fluctuations cannot be predicted, management is unable  to
predict the level of future sales.

Operating income for this segment increased $2.8 million for 2006
compared  to 2005.  This increase primarily reflects the positive
fluctuation of $2.3 million in 2006 compared to 2005  of  marking
to  market  derivative  contracts,  as  discussed  below.     The
increase was also the result of improved income from higher sales
volume at certain African milling operations as noted above.  The
increase  was  partially offset by the lower sales  volume  as  a
result  of  the  sale  discussed above.   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
2007.   However,  rising prices in the grain markets  during  the
last  half of 2006 reached levels that management believes  could
have an adverse effect on operating income in 2007.

Had   Seaboard  not  applied  mark-to-market  accounting  to  its
derivative instruments, operating income for 2006 and 2005  would
have  been  lower by $6.2 million and $3.9 million, respectively,
whereas operating income for 2004 would have been higher by  $5.4
million.   While  management believes its commodity  futures  and
options  and  foreign exchange contracts are  primarily  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 realized margins as revenue is recognized.

Income  from  foreign affiliates for the year ended December  31,
2006  decreased  $1.8 million from 2005.  The decrease  primarily
reflects  better local operating conditions in 2005  compared  to
2006 for certain African affiliates.  Based on the uncertainty of
local political and economic situations in the countries in which
the  flour  and feed mills operate, and increasing  grain  prices
discussed above, management cannot predict future results.

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.

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 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.

<PAGE> 17

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.

Marine Segment

(Dollars in millions)                  2006      2005       2004

Net sales                            $ 741.6   $ 638.3    $ 498.5
Operating income                     $ 106.0   $  90.9    $  63.9

Net sales for the Marine segment increased $103.3 million for the
year  ended  December 31, 2006, compared to 2005 as a  result  of
higher  cargo  volumes in most markets and higher  average  cargo
rates  in certain markets.  Cargo volumes were higher as a result
of  favorable economic conditions in most markets served.   Cargo
rates  were  higher as a result of general rate increases  across
many markets and higher cost-recovery surcharges for fuel.

Operating  income  for  the  Marine segment  increased  by  $15.1
million  over 2005, primarily reflecting the increased rates  and
volumes  discussed  above, partially offset by  higher  costs  of
fuel,  inland  transportation costs, charter  hire,  and  selling
expenses.   Although management cannot predict changes in  future
cargo rates, fuel related costs, charter hire expenses or to what
extent changes in competition and economic conditions will impact
net  sales  or operating income, it does expect this  segment  to
remain profitable in 2007 although lower than 2006.

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.

Sugar and Citrus Segment

(Dollars in millions)                    2006      2005     2004

Net sales                               $123.4    $ 89.0   $ 72.9
Operating income                        $ 19.2    $ 11.9   $ 12.2
Income (loss) from foreign affiliates   $ (1.1)   $  0.1   $  0.7

Net  sales  for  the  Sugar  and Citrus segment  increased  $34.4
million  for the year ended December 31, 2006 compared  to  2005.
The  increase primarily reflects overall higher sales  volume  of
sugar  from  increased purchases of sugar from third parties  for
resale  and  overall higher sugar prices, especially  for  export
sales.   Export prices increased significantly during 2006  while
Argentine   prices  only  increased  slightly   as   governmental
authorities  are attempting to control inflation by limiting  the
price   of  basic  commodities,  including  sugar.   Accordingly,
management cannot predict future sugar prices.  However, Seaboard
expects  to  maintain its historical sales volume to  Argentinean
customers.

Operating  income increased $7.3 million during 2006 compared  to
2005  primarily  as  a  result of higher sugar  prices  discussed
above.   The  higher  sales  volume of purchased  sugar  did  not
significantly increase operating income as additional income  was
primarily  offset by increased selling costs.   The  increase  is
also  the result of, but to a lesser extent, decreased losses  in
the  citrus operations as a result of improved prices for  citrus
products sold.  Management expects positive operating income  for
2007.

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.  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.

<PAGE> 18

The loss from foreign affiliates in 2006 primarily represents the
expense  of canceling a franchisee agreement incurred during  the
first quarter of 2006.

Power Segment

(Dollars in millions)                  2006      2005       2004

Net sales                             $ 87.8    $ 77.7     $ 56.4
Operating income                      $  8.5    $  9.6     $  4.4

Net  sales for the Power segment increased $10.1 million for  the
year   ended  December  31,  2006  compared  to  2005   primarily
reflecting   higher  rates  partially  offset  by   lower   power
production  levels.  Rates increased during 2006 primarily  as  a
result  of higher fuel costs, a component of pricing.   At  times
during  2006, Seaboard's power production was restricted  by  the
regulatory  authorities in the Dominican Republic (DR).   The  DR
regulatory body schedules production based on the amount of funds
available to pay for the power produced and the relative costs of
the power produced.

Operating  income decreased $1.1 million during 2006 compared  to
2005.   The decrease was primarily the result of lower production
levels  while fuel costs, transmission and other regulatory  fees
charged   to   Seaboard  increased  more  than  rates  increased.
Management  cannot  predict future fuel costs,  transmission  and
other  regulatory  fees, or the extent to  which  the  regulatory
authority  will restrict Seaboard's future production  of  power,
although management expects to remain profitable for 2007.

Based on prior year liquidity problems within the 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.
During 2006, Seaboard was able to reduce these receivable amounts
by $9.3 million as a result of payments received.  As of December
31,  2006,  Seaboard's  net receivable  exposure  from  remaining
customers  with  significant  past  due  balances  totaled   $4.3
million,  including  $2.8 million classified in  other  long-term
assets  on  the  Consolidated Balance Sheet.   In  January  2007,
Seaboard  collected an additional $1.5 million related  to  these
past  due  amounts.  The DR Government is working with businesses
in the power sector to create a plan for companies to recover the
remaining  past due amounts although it is uncertain if  Seaboard
will be able to fully collect all such amounts.

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 increased during 2005 primarily
as  a  result  of  higher  fuel costs, a  component  of  pricing.
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.

All Other Segments

(Dollars in millions)                  2006      2005      2004

Net sales                             $  16.4   $ 24.4    $ 28.0
Operating income                      $   1.5   $  2.6    $  3.2
Loss from foreign affiliate           $  (1.2)  $ (7.9)   $ (8.5)

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.
Operating  income  also decreased during  2006  as  a  result  of
increased transportation costs in the jalapeno pepper operations.
For  2007,  management  expects operating income  for  All  Other
Segments to remain positive.

Operating income for all other businesses decreased for the  year
ended December 31, 2005 compared to 2004 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  as
discussed above.

<PAGE> 19

The  loss  from  foreign affiliate reflects Seaboard's  share  of
losses  from  its  equity method investment in a  Bulgarian  wine
business  (the Business).  In 2006 Seaboard recorded 50%  of  the
losses  from the Business compared to 100% in 2005, and  37%  for
the first three quarters of 2004 and 73% for the last 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.   The loss in 2004 for the Business also  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  2007.  See Notes 5 and 13 to  the  Consolidated
Financial  Statements for further discussion of the Business  and
Seaboard's intention to sell the Business.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the  year
ended  December 31, 2006 increased by $18.0 million over 2005  to
$157.2  million 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,  to
a lesser extent, additional selling costs related to higher sales
volume  in  the  Sugar and Citrus segment.  As  a  percentage  of
revenues,  SG&A increased to 5.8% for 2006 compared to  5.2%  for
2005  primarily  as  a result of the sale of some  components  of
Seaboard's third party commodity trading operations in  May  2005
discussed above.

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.

Interest Expense

Interest  expense  totaled  $18.8  million,  $22.2  million   and
$26.4  million  for the years ended December 31, 2006,  2005  and
2004, respectively.  Interest expense decreased for 2006 compared
to 2005, primarily reflecting a lower average level of short-term
and  long-term  borrowings  outstanding  during  2006.   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 Income

Interest   income  totaled  $25.3  million,  $14.2  million   and
$8.1  million  for the years ended December 31,  2006,  2005  and
2004, respectively.  The increase for 2006 primarily reflects the
higher  level of average funds invested during 2006, 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  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.

Minority and Other Noncontrolling Interests

Minority  and  other noncontrolling interests  expense  increased
$2.4  million in 2006 compared to 2005, primarily reflecting  the
acquisition of Daily's in July of 2005, as discussed in Note 2 of
the Consolidated Financial Statements.

Foreign Currency Gains (Losses)

Foreign  currency  gains (losses) totaled  $1.2  million,  $(1.0)
million  and $1.6 million for the years ended December 31,  2006,
2005  and 2004, respectively.  The fluctuations primarily  relate
to  changes  in  the  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.

<PAGE> 20

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 $4.4 million, $2.0  million
and  $1.6 million for the years ended December 31, 2006, 2005 and
2004, respectively.  The increase for 2006 primarily reflects the
gain realized on a sale of domestic equity securities.

Miscellaneous, Net

Miscellaneous,  net  totaled  $10.2  million,  $5.7  million  and
$(3.6)  million for the years ended December 31, 2006,  2005  and
2004,  respectively.  Miscellaneous, net includes the  impact  of
changing interest rates on interest rate swap agreements.  During
the second quarter of 2006, Seaboard terminated all interest rate
exchange  agreements by making a payment in the  amount  of  $1.0
million  to unwind these swaps.  Seaboard paid a weighted average
fixed rate of 5.51% on the notional amount of $150.0 million  and
received  a  variable interest rate in return before termination.
These  contracts  were marked-to-market.  During  2006,  Seaboard
recorded  a  gain  of $3.4 million compared to  a  gain  of  $3.0
million   in  2005,  and  a  loss  of  $4.6  million   in   2004,
respectively,  related to these swaps, reflecting the  difference
between  the  contracted fixed rate compared  to  variable  rates
during  those  years.  These swap agreements did not  qualify  as
hedges  for accounting purposes and accordingly, changes  in  the
market  value were recorded to earnings as interest rates change.
See   Note  9  to  the  Consolidated  Financial  Statements   for
additional discussion.  Also included in 2006 and 2005 is  income
of  $5.4  million and $1.3 million, respectively, of  put  option
value change as discussed in Note 2 to the Consolidated Financial
Statements.  Also included in 2004 are gains of $0.7  million  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 increased for  2006  compared  to  2005
primarily  reflecting favorable tax settlements in  2005.   Also,
during  the  second  quarter of 2006, Seaboard  recorded  a  $2.8
million  tax  benefit related to a settlement with  the  Internal
Revenue  Service.   See  Note  7 to  the  Consolidated  Financial
Statements for additional discussion of these items.

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 further discussion.

OTHER FINANCIAL INFORMATION

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

In  June  2006, the FASB issued FASB Interpretation No.  48  (FIN
48),  "Accounting for Uncertainty in Income Taxes", which defines
the   threshold  for  recognizing  the  benefits  of   tax-return
positions  in  the financial statements as "more-likely-than-not"
to  be sustained by the taxing authority.  FIN 48 also prescribes
a  method for computing the tax benefit of such tax positions  to
recognize  in  the  financial statements.  In  addition,  FIN  48
provides guidance on derecognition, classification, interest  and
penalties,   accounting  in  interim  periods,   disclosure   and
transition.  Management believes the adoption of FIN 48 will  not
have  a  material impact on Seaboard's financial position or  net
earnings.    Seaboard  will be required to adopt  FIN  48  as  of
January 1, 2007.

<PAGE> 21

In  September  2006,  the  Financial Accounting  Standards  Board
(FASB) issued Statement of Financial Accounting Standards No. 157
(SFAS   157),   "Fair   Value  Measurements."    This   statement
establishes a single authoritative definition of fair value  when
accounting  rules  require the use of  fair  value,  sets  out  a
framework  for  measuring  fair value,  and  requires  additional
disclosures  about fair-value measurements.  For  Seaboard,  SFAS
157  is effective for the fiscal year beginning January 1,  2008.
Management  believes the adoption of SFAS 157  will  not  have  a
material impact on Seaboard's financial position or net earnings.

In   February  2007,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 159 (SFAS 159), "The Fair Value  Option
for  Financial Assets and Financial Liabilities."  This statement
provides  companies  with an option to report selected  financial
assets  and liabilities at fair value.  Seaboard will be required
to  adopt  this  statement as of January 1,  2008.   Seaboard  is
currently evaluating its options under SFAS 159.

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    ($195.3    million    or    64.8%    at
December 31, 2006), including receivables from foreign affiliates
as  discussed  below  and  long term  receivables  in  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, 2006, 2005 and 2004 was $2.5 million, $4.0  million
and  $2.5  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
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, 2006 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

<PAGE> 22

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, 2006,  the  total investment in  and
advances  to foreign  affiliates  was  $42.5 million.  See Note 5
to the Consolidated Financial Statements for further  discussion.

Accrued Pension Liability - The measurement of Seaboard's pension
liability  and  related  expense is dependent  on  a  variety  of
assumptions   and  estimates  regarding  future  events.    These
assumptions  include discount rates, assumed rate  of  return  on
plan  assets,  compensation increases, turnover rates,  mortality
rates and retirement rates.  The discount rate and return on plan
assets   are   important  elements  of  liability   and   expense
measurement and are reviewed on an annual basis.  The  effect  of
changing  the  discount rate and assumed rate of return  on  plan
assets  by  50  basis  points would increase pension  expense  by
approximately  $1.2  million per year.   The  effects  of  actual
results  differing from the assumptions are primarily accumulated
in  accrued  pension liability and amortized over future  periods
and,  therefore,  generally affect Seaboard's recognized  pension
expense in such future periods.

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,  2006,  Seaboard  has  deferred  tax   assets   of
$36.6  million, net of the valuation allowance of $22.6  million,
and  deferred tax liabilities of $143.6 million.  For  the  years
ended  December  31,  2006,  2005 and 2004,  income  tax  expense
included  $6.5  million,  $5.4  million  and  $40.1  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, 2006.  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.

Inventories  that  are sensitive to changes in commodity  prices,
including  carrying amounts at December 31, 2006  and  2005,  are
presented  in  Note  4 to the Consolidated Financial  Statements.
Raw material requirements, finished

<PAGE> 23

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, 2006.

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

Futures Contracts:

 Corn purchases-long         12,485,000 bushels   $  3.78     2007    $1,539
 Corn sales-short             1,318,136 bushels      3.74     2007      (385)

 Wheat purchases-long         2,774,010 bushels      5.16     2007        55
 Wheat sales-short            1,462,936 bushels      5.48     2007        26

 Soybean sales-short            165,000 bushels      6.76     2007       (13)

 Soybean meal purchases-long     68,200 tons       187.86     2007       518
 Soybean meal sales-short        60,100 tons       194.56     2007       (26)

 Hog purchases-long          15,560,000 pounds        .69     2007       (83)

Options Contracts:

 Corn puts written-short          5,000 bushels       .07     2007         -

 Wheat puts written-short       200,000 bushels       .10     2007        (1)

 Wheat calls purchased-long     100,000 bushels   $   .33     2007    $    2

At  December  31,  2005, Seaboard had net  trading  contracts  to
purchase  (sell) 1,512,000 bushels of grain with a fair value  of
$3,715,000,  (61,800)  tons  of  meal  with  a  fair   value   of
($904,000), 720,000 pounds of pork bellies with a fair  value  of
($26,000)  and  (440,000) pounds of hog  with  a  fair  value  of
$39,000.

The  table below provides information about the forward  currency
exchange   agreements  entered  into  and  financial  instruments
sensitive    to    foreign    currency    exchange    rates    at
December 31, 2006.  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
2007. The table presents the contract amounts in fair values  and
weighted average contractual exchange rate.

December 31, 2006                                        Contract
(Dollars in thousands)                                    Amounts   Fair Values

Trading:
 Forward exchange agreements (receive $U.S./pay
  South African Rand  (ZAR))                             $  42,777     $(639)

 Related weighted average contractual exchange rates:
  Forward exchange agreements (receive $U.S./pay ZAR)         7.17

 Forward exchange agreement, including projected
  Interest due at maturity (receive Japanese Yen/pay
  $U.S.)                                                 $  58,435     $(783)

 Related weighted average contractual exchange rates:
  Forward exchange agreements (receive Japanese Yen/pay
  $U.S.)                                                    114.30

<PAGE> 24

At December 31, 2005, Seaboard had net agreements to exchange the
equivalent  of $57.9 million of South African rand at an  average
contractual  exchange rate of 6.47 ZAR to one U.S. dollar  and  a
fair value of $(1.1) million.

The table below provides information about Seaboard's non-trading
financial instruments sensitive to changes in interest  rates  at
December  31,  2006.   For debt obligations, the  table  presents
principal cash flows and related weighted average interest  rates
by expected maturity dates.  At December 31, 2006, long-term debt
included   foreign  subsidiary  obligations   of   $1.8   million
denominated  in  CFA francs (a currency used in  several  central
African countries), $0.3 million payable in Argentine pesos,  and
$0.6    million   denominated   in   Mozambique   metical.     At
December  31,  2005,  long-term debt included foreign  subsidiary
obligations   of   $2.0  million  denominated  in   CFA   francs,
$0.9  million  payable  in  Argentine  pesos,  and  $0.6  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)   2007    2008    2009    2010    2011 Thereafter  Total

Long-term debt:

 Fixed rate            $63,127 $11,979 $47,274 $ 2,033 $ 1,477 $33,254 $159,144

 Average interest rate   7.50%   6.81%   6.29%  11.15%   8.87%   7.22%    7.09%

 Variable rate         $   288 $     - $     - $     - $     - $41,800 $ 42,088

 Average interest rate   7.00%       -       -       -       -   3.98%    4.00%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2005 consisted of fixed rate long-
term  debt totaling $220.4 million with an average interest  rate
of 5.54%, and variable rate long-term debt totaling $42.1 million
with an average interest rate of 3.63%.

During  the  second  quarter  of 2006,  Seaboard  terminated  all
interest rate exchange agreements with a total notional value  of
$150.0  million.  Seaboard made payments in the  amount  of  $1.0
million  to unwind these swaps.  Seaboard had originally  entered
into  these  five,  ten-year interest  rate  exchange  agreements
during  2001  in  which  Seaboard paid a stated  fixed  rate  and
received  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.

<PAGE> 25

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 Rule 13a-15(f).   Under
the  supervision and with the participation of management and its
Internal  Audit Department, Seaboard conducted an  evaluation  of
the   effectiveness  of  its  internal  control  over   financial
reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations  of
the  Treadway  Commission (COSO).  Based on its evaluation  under
the   framework  in  Internal  Control  -  Integrated  Framework,
management  concluded  that  Seaboard's  internal  control   over
financial reporting was effective as of December 31, 2006.

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> 26

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,  2006  and  2005,  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,  2006.
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, 2006 and 2005, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period ended December 31, 2006, in conformity with U.S. generally
accepted accounting principles.

As discussed in Note 10 to the Consolidated Financial Statements,
the  Company adopted Statement of Financial Accounting  Standards
No.  158,  Employers' Accounting for Defined Benefit Pension  and
Other Postretirement Plans, in 2006.

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, 2006, 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 5, 2007  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 5, 2007


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,  2006,  based on criteria established  in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring  Organizations  of  the  Treadway  Commission  (COSO).
Seaboard  Corporation's management is responsible for maintaining
effective internal control over financial reporting and  for  its
assessment   of  the  effectiveness  of  internal  control   over
financial reporting. Our responsibility is to express an  opinion
on management's assessment and an opinion on the effectiveness of
the Company's internal control over financial reporting based  on
our audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about whether effective  internal  control
over financial reporting was maintained in all material respects.
Our audit included

<PAGE> 27

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, 2006, 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,
2006,    based    on    criteria    established    in    Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring Organizations of the Treadway Commission (COSO).

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
consolidated   balance   sheets  of  Seaboard   Corporation   and
subsidiaries  as of December 31, 2006 and 2005, 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, 2006, and our report dated March 5, 2007  expressed
an   unqualified   opinion   on  those   consolidated   financial
statements.



                                     /s/KPMG LLP


Kansas City, Missouri
March 5, 2007


<PAGE> 28


                              SEABOARD CORPORATION
                       Consolidated Statement of Earnings



(Thousands of dollars except per share amounts)   2006       2005       2004

Net sales:
 Products                                     $1,858,588 $1,950,896 $2,088,030
 Service revenues                                760,964    660,313    539,564
 Other                                            87,845     77,685     56,386
  Total net sales                              2,707,397  2,688,894  2,683,980

Cost of sales and operating expenses:
 Products                                      1,591,146  1,654,390  1,844,693
 Services                                        586,142    511,394    416,132
 Other                                            75,870     63,793     44,177
  Total cost of sales and operating expenses   2,253,158  2,229,577  2,305,002

Gross income                                     454,239    459,317    378,978

Selling, general and administrative expenses     157,244    139,272    127,724

 Operating income                                296,995    320,045    251,254

 Other income (expense):
   Interest expense                              (18,774)   (22,165)   (26,406)
   Interest income                                25,257     14,186      8,132
   Income (loss) from foreign affiliates           4,022        362     (2,045)
   Minority and other noncontrolling interests    (6,883)    (4,521)      (625)
   Foreign currency gain (loss), net               1,210     (1,032)     1,616
   Loss from the sale of a portion of operations       -     (1,748)         -
   Other investment income, net                    4,381      1,962      1,629
   Miscellaneous, net                             10,216      5,723     (3,644)
     Total other income (expense), net            19,429     (7,233)   (21,343)

Earnings before income taxes                     316,424    312,812    229,911

Income tax expense                               (57,735)   (46,150)   (61,815)

Net earnings                                  $  258,689 $  266,662 $  168,096

Basic earnings per common share               $   205.09 $   212.20 $   133.94

Diluted earnings per common share             $   205.09 $   211.94 $   133.94

Weighted average shares outstanding

Basic                                          1,261,367  1,256,645  1,255,054
Diluted                                        1,261,367  1,258,202  1,255,054

Dividends declared per common share           $     3.00 $     3.00 $     3.00

            See accompanying notes to consolidated financial statements.

<PAGE> 29

                                 SEABOARD COPORATION
                             Consolidated Balance Sheets
                                                                 December 31,
(Thousands of dollars except per share amounts)                2006       2005

                              Assets

Current assets:

   Cash and cash equivalents                              $   31,369 $   34,622

   Short-term investments                                    478,859    377,874

   Receivables:
      Trade                                                  202,112    171,044
      Due from foreign affiliates                             52,416     45,240
      Other                                                   37,158     22,895
                                                             291,686    239,179

      Allowance for doubtful accounts                        (14,638)   (16,155)

        Net receivables                                      277,048    223,024

   Inventories                                               341,366    331,133

   Deferred income taxes                                      12,894      9,743

   Other current assets                                       55,033     70,814

        Total current assets                               1,196,569  1,047,210

Investments in and advances to foreign affiliates             42,457     39,992

Net property, plant and equipment                            637,813    626,580

Goodwill                                                      28,372     28,372

Intangible assets, net                                        28,760     30,120

Other assets                                                  27,462     44,047

Total Assets                                              $1,961,433 $1,816,321

                 Liabilities and Stockholders' Equity

Current liabilities:

   Notes payable to banks                                 $   62,975 $   92,938

   Current maturities of long-term debt                       63,415     61,415

   Accounts payable                                          103,429    112,177

   Accrued compensation and benefits                          78,818     61,466

   Accrued voyage costs                                       30,860     31,940

   Income taxes payable                                        2,525      2,407

   Accrued financial derivative liabilities                    1,422      6,368

   Other accrued liabilities                                  45,798     50,678

      Total current liabilities                              389,242    419,389

Long-term debt, less current maturities                      137,817    201,063

Deferred income taxes                                        119,861    124,749

Accrued pension liability                                     44,279     29,134

Other liabilities                                             27,824     28,082

      Total non-current and deferred liabilities             329,781    383,028

Minority and other noncontrolling interests                   39,103     36,034

Commitments and contingent liabilities

Stockholders' equity:

   Common stock of $1 par value.  Authorized 4,000,000
     shares; issued and outstanding 1,261,367 shares           1,261      1,261

   Additional paid-in capital                                 21,574     21,574

   Accumulated other comprehensive loss                      (82,493)   (53,025)

   Retained earnings                                       1,262,965  1,008,060

      Total stockholders' equity                           1,203,307    977,870

Total Liabilities and Stockholders' Equity                $1,961,433 $1,816,321

          See accompanying notes to consolidated financial statements.

<PAGE> 30

                                   SEABOARD CORPORATION
                            Consolidated Statement of Cash Flows

                                                     Years ended December 31,
(Thousands of dollars)                               2006      2005      2004

 Cash flows from operating activities:

   Net earnings                                $   258,689 $ 266,662 $ 168,096

   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                71,258    65,106    64,620
       Loss (income) from foreign affiliates        (4,022)     (362)    2,045
       Put option value change                      (5,400)   (1,300)        -
       Other investment income, net                 (4,381)   (1,962)   (1,629)
       Minority and noncontrolling interest          6,883     4,521       625
       Loss from the sale of a portion of operations     -     1,748         -
       Deferred income taxes                         6,358     5,371    39,566
       Gain from sale of fixed assets                 (705)   (2,081)   (1,350)
   Changes in current assets and liabilities,
     net of portion of operations sold and
     business acquired:
        Receivables, net of allowance              (49,613)   37,247   (70,133)
        Inventories                                (11,349)  (46,283)  (18,744)
        Other current assets                        17,915   (25,417)  (12,266)
        Current liabilities, exclusive of debt      (1,815)   15,678    30,851
   Other, net                                          (61)   12,204    (7,586)

Net cash from operating activities                 283,757   331,132   194,095

   Cash flows from investing activities:
   Purchase of short-term investments           (2,560,280) (819,643) (317,479)
   Proceeds from the sale of short-term
    investments                                  2,462,561   561,291   256,448
   Purchase of long-term investments                (4,585)        -    (1,722)
   Proceeds from the sale of a portion of operations     -    26,471         -
   Acquisition of business                               -   (47,993)        -
   Investments in and advances to foreign
    affiliates, net                                  1,144      (399)    3,037
   Capital expenditures                            (85,886)  (64,241)  (33,622)
   Proceeds from the sale of fixed assets            3,498     4,933     9,254
   Other, net                                       (2,954)    3,988     2,090

Net cash from investing activities                (186,502) (335,593)  (81,994)

   Cash flows from financing activities:
   Notes payable to banks, net                     (29,963)   91,149   (73,775)
   Principal payments of long-term debt            (61,270)  (60,580)  (54,236)
   Repurchase of minority interest in a controlled
    subsidiary                                           -      (762)   (5,000)
   Dividends paid                                   (3,784)   (3,770)   (3,765)
   Bond construction fund                                -         -     1,289
   Dividends paid to minority and noncontrolling
    interests                                       (2,741)   (2,073)     (232)
   Other, net                                       (2,419)        -    (1,125)

Net cash from financing activities                (100,177)   23,964  (136,844)

Effect of exchange rate change on cash                (331)      499     1,986

Net change in cash and cash equivalents             (3,253)   20,002   (22,757)

Cash and cash equivalents at beginning of year      34,622    14,620    37,377

Cash and cash equivalents at end of year       $    31,369 $  34,622 $  14,620

             See accompanying notes to consolidated financial statements.

<PAGE> 31

<TABLE>
<CAPTION>
                                 SEABOARD CORPORATION
                     Consolidated Statement of Changes in Equity


                                                                            Accumulated
                                                                               Other
(Thousands of dollars                              Common     Additional   Comprehensive  Retained
except per share amounts)                          Stock        Capital        Loss       Earnings        Total
<S>                                               <C>         <C>         <C>           <C>           <C>
Balances, January 1, 2004                         $ 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 taxes benefit of $606:
       Foreign currency translation adjustment                                   757                         757
       Unrealized gain on investments                                            671                         671
       Unrecognized pension cost                                                (666)                       (666)
       Unrealized loss 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
Comprehensive income
   Net earnings                                                                            258,689       258,689
   Other comprehensive income net
     of income tax benefit of $2,117:
       Foreign currency translation adjustment                                (2,582)                     (2,582)
       Unrealized gain on investments                                            433                         433
       Unrecognized pension cost                                              (2,085)                     (2,085)
       Unrealized loss on cash flow hedges                                       (22)                        (22)
       Amortization of deferred
         gains on interest rate swaps                                           (198)                       (198)
Comprehensive income                                                                                     254,235
Adjustment to initially apply FASB
 Statement No. 158, net of tax benefit of $11,253                            (25,014)                    (25,014)
Dividends on common stock                                                                   (3,784)       (3,784)
Balances, December 31, 2006                       $ 1,261     $21,574     $  (82,493)   $1,262,965    $1,203,307
<FN>
                                See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 32

          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.
In   the   United   States,   Seaboard   is    primarily  engaged
in  pork  production  and  processing,  and  ocean transporation.
Overseas,   Seaboard   is   primarily   engaged   in    commodity
merchandising, grain processing, 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, municipal  debt
securities, corporate bonds and U.S. government obligations  and,
on  a  limited basis, foreign government bonds, high yield bonds,
currency  futures and domestic equity securities.  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.  Gains  and  losses  on  sale  of
investments  are  generally based on the specific  identification
method.

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.  Grain, flour and feed inventories
at foreign milling operations are valued at the lower of weighted
average cost or market.  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  and  planned  major  maintenance,
repairs, and minor renewals are expensed as incurred while  major
renewals and improvements are capitalized.

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.

<PAGE> 33

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, or more  frequently  if
certain  indicators  arise.   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, 2006.

Accrued Self-Insurance

Seaboard  is  self-insured  for certain  levels  of  general  and
vehicle   liability,  property,  workers'  compensation,  product
recall  and  health  care  coverage.  The  cost  of  these  self-
insurance  programs  is accrued based upon estimated  settlements
for  known and anticipated claims.  Any resulting adjustments  to
previously  recorded reserves are reflected in current  operating
results.

Deferred Grants

Included  in other liabilities at December 31, 2006 and  2005  is
$7,740,000 and $8,164,000, respectively, of deferred grants.  The
deferred  grants represent economic development funds contributed
by  government  entities that were limited to construction  of  a
pork  processing  facility in Guymon, Oklahoma.  Deferred  grants
are  being amortized as a reduction of depreciation expense  over
the life of the assets acquired with the funds.

Asset Retirement Obligation

Seaboard  has recorded long-lived assets and a related  liability
for  the  asset retirement obligation costs associated  with  the
closure  of the hog lagoons it is legally obligated to  close  in
the future should Seaboard cease operations or plan to close such
lagoons voluntarily in accordance with a changed operating  plan.
Based on detailed assessments and appraisals obtained to estimate
the future retirement costs, Seaboard has determined and recorded
the  present  value  of the projected costs with  the  retirement
asset  depreciated over the economic life of the  related  asset.
The  following  table shows the changes in the  asset  retirement
obligation during 2006 and 2005.

                                         Years ended December 31,
(Thousands of dollars)                         2006      2005

Beginning balance                             $6,730    $6,266
Accretion expense                                499       464
Ending balance                                $7,229    $6,730

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 with expenses  associated
with  containerized cargo service being recognized  as  incurred.
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
delivered   in  accordance  with  shipping  terms,  or   services
rendered, the customer takes ownership and assumes risk of  loss,
collection is reasonably assured and the sales price is fixed  or
determinable.  As a result of a marketing agreement with  Triumph
Foods,  beginning in 2006 Seaboard's sales prices  for  its  pork
products included in product revenues are primarily based  on  an
average sales price and mix of products sold from both Seaboard's
and  Triumph Foods' hog processing plants.  Seaboard earns a  fee
for  marketing the pork products of Triumph Foods and  recognizes
this fee as service revenue primarily based on the number of head
processed by Triumph Foods.

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

<PAGE> 34

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.

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 the same for the years ended December 31, 2006 and
2004.  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.

Reclassification

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

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  bank  overdrafts  related  to foreign  subsidiaries  in  the
amounts  of $438,000 and $59,000, at December 31, 2006 and  2005,
respectively.  The amounts paid for interest and income taxes are
as follows:

                                       Years ended December 31,
(Thousands of dollars)                  2006     2005     2004

Interest (net of amounts capitalized) $19,461  $23,116  $26,179
Income taxes (net of refunds)          47,515   68,243   11,752

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

<PAGE> 35

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.

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.  Included in foreign currency gain  (loss),
net  for  the year ended December 31, 2006 is a foreign  currency
gain of $1,695,000 recorded in December 2006.  This gain reflects
the  re-measurement as of December 31, 2006  of  a  note  payable
denominated in Japanese Yen, as discussed in Note 8, of a foreign
consolidated subsidiary accounted for on a one month  lag  except
for this re-measurement of this note payable.  This currency gain
was  primarily  offset  by  a  mark-to-market  currency  loss  at
December  31,  2006  from a foreign currency derivative  contract
discussed in Note 9.

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

Derivative Instruments and Hedging Activities

Seaboard follows Statement of Financial Accounting Standards  No.
133  (SFAS  133),  "Accounting  for  Derivative  Investments  and
Hedging  Activities," as amended to account  for  its  derivative
contracts.  This statement requires that an entity recognize  all
derivatives as either assets or liabilities at their fair values.
Accounting for changes in the fair value of a derivative  depends
on  its  designation and effectiveness.  Derivatives qualify  for
treatment as hedges for accounting purposes when there is a  high
correlation  between the change in fair value of  the  instrument
and the related change in value of the underlying commitment.  In
order  to designate a derivative financial instrument as a  hedge
for  accounting purposes, extensive record keeping  is  required.
For  derivatives that qualify as hedges for accounting  purposes,
the  change in fair value has no net impact on earnings,  to  the
extent  the derivative is considered effective, until the  hedged
transaction  affects  earnings.  For  derivatives  that  are  not
designated as 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, 2006 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.

<PAGE> 36

Accounting Changes and New Accounting Standards

In  June  2006, the FASB issued FASB Interpretation No.  48  (FIN
48),  "Accounting for Uncertainty in Income Taxes", which defines
the   threshold  for  recognizing  the  benefits  of   tax-return
positions  in  the financial statements as "more-likely-than-not"
to  be sustained by the taxing authority.  FIN 48 also prescribes
a  method for computing the tax benefit of such tax positions  to
recognize  in  the  financial statements.  In  addition,  FIN  48
provides guidance on derecognition, classification, interest  and
penalties,   accounting  in  interim  periods,   disclosure   and
transition.  Management believes the adoption of FIN 48 will  not
have  a  material impact on Seaboard's financial position or  net
earnings.   Seaboard  will be required to  adopt  FIN  48  as  of
January 1, 2007.

In  September  2006,  the  Financial Accounting  Standards  Board
(FASB) issued Statement of Financial Accounting Standards No. 157
(SFAS 157), "Fair Value Measurements". This statement establishes
a  single  authoritative definition of fair value when accounting
rules  require  the use of fair value, sets out a  framework  for
measuring  fair value, and requires additional disclosures  about
fair-value measurements. For Seaboard, SFAS 157 is effective  for
the  fiscal year beginning January 1, 2008.   Management believes
the  adoption  of  SFAS 157 will not have a  material  impact  on
Seaboard's financial position or net earnings.

In  September 2006, the Securities and Exchange Commission  (SEC)
staff  issued  Staff  Accounting  Bulletin  No.  108  (SAB  108),
"Considering  the  Effects  of  Prior  Year  Misstatements   when
Quantifying  Misstatements in Current Year Financial Statements."
Traditionally, there have been two widely-recognized methods  for
quantifying the effects of financial statement misstatements: the
"roll-over"  method and the "iron curtain" method.  In  SAB  108,
the  SEC  staff established an approach that is commonly referred
to as a "dual approach" because it now requires quantification of
errors  under  both  the iron curtain and the roll-over  methods.
During the fourth quarter of 2006, Seaboard adopted SAB 108.  The
adoption  of  SAB  108  did  not have  an  effect  on  Seaboard's
financial   position,  net  earnings  or  prior  year   financial
statements.

In  September  2006,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 158 (SFAS 158), "Employers'  Accounting
for Defined Benefit Pension and Other Postretirement Plans".   As
of December 31, 2006, Seaboard adopted SFAS 158.  See Note 10 for
further discussion.

In   February  2007,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 159 (SFAS 159), "The Fair Value  Option
for  Financial Assets and Financial Liabilities."  This statement
provides  companies  with an option to report selected  financial
assets  and liabilities at fair value.  Seaboard will be required
to  adopt  this  statement as of January 1,  2008.   Seaboard  is
currently evaluating its options under SFAS 159.

As  of  January  1,  2006, Seaboard adopted Financial  Accounting
Standards  No.  151, "Inventory Costs" (SFAS 151), which  amended
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.
The  adoption  of  SFAS  151 did not have a  material  impact  on
Seaboard's financial position or net earnings.

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 (Foods, 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 value of the 4.74% ownership interest  issued  to
the  Sellers  was based on an earnings multiple of  the  business
which  approximates fair value.  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.

<PAGE> 37

The  sellers  of Daily's had an option to put their 4.74%  equity
interest  in  Foods  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  expired
after  five years.  Likewise, Seaboard had 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.  On December 27, 2006, Seaboard entered into  a
Purchase  Agreement  to repurchase the 4.74% equity  interest  in
Foods  from  the  former owners of Daily's effective  January  1,
2007.   As  part  of the Purchase Agreement, on January  2,  2007
Seaboard  paid  $30 million of the purchase price for  the  4.74%
equity  interest to the former owners of Daily's.  Seaboard  will
pay  the  balance of the purchase price in August 2007, currently
estimated  based  on  the  formula to be  an  additional  $10-$40
million depending on operating results and certain net cash flows
through  June 30, 2007.   The total purchase price for the  4.74%
equity  interest is equal to the greater of $40  million  or  the
same   formula-determined  value  of  the  original  put  option,
determined as of June 30, 2007; less the amount of interest which
accrues  on the initial $30 million portion of the purchase  from
January  2,  2007 through the date on which the  balance  of  the
purchase price is paid.

The agreement to repurchase the 4.74% equity interest resulted in
the  put option obligation being reduced to zero, as the purchase
price  is  representative of the fair value of the  4.74%  equity
interest,  with  the  offset to income as of December  31,  2006.
Included  in other liabilities at December 31, 2005 is the  value
of  the put option obligation in the amount of $5,400,000,  which
primarily represented the exposure that Seaboard could be  forced
to  repurchase  the  4.74%  minority interest  at  a  price  that
exceeded  fair value at the exercise date.  The decrease  of  the
put option obligation was primarily the result of the passage  of
time   decreasing  this  exposure  to  Seaboard.    Included   in
Miscellaneous, net for the years ended December 31, 2006 and 2005
is the change in fair value of the put option obligation for each
year  since  the date of acquisition of approximately  $5,400,000
and $1,300,000, respectively.

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.

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)                            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 factors that contributed to a
purchase price that resulted in the recognition of goodwill  were
the   expansion  of  Pork's  integrated  model  into  value-added
products   allowing  further  realization  from  Pork's  existing
products  and  enhancing Pork's ability  to  venture  into  other
further processed pork products and access to an expanded base of
industry  knowledge  and expertise.  The  following  table  is  a
summary  of goodwill and intangible assets acquired from  Daily's
at December 31, 2006 and 2005.

<PAGE> 38


                                                            December 31,
(Thousands of dollars)                                     2006      2005

Intangibles subject to amortization:
   Gross carrying amount:
         Customer relationships                          $ 5,300   $ 5,300
         Covenants not to compete                          1,500     1,500
                                                           6,800     6,800

   Accumulated amortization:
         Customer relationships                           (1,590)     (530)
         Covenants not to compete                           (450)     (150)
                                                          (2,040)     (680)

   Net carrying amount:
         Customer relationships                            3,710     4,770
         Covenants not to compete                          1,050     1,350
Intangibles subject to amortization, net                   4,760     6,120

Intangibles not subject to amortization:
   Carrying amount-trade names and registered trademarks  24,000    24,000

Total intangible assets, net                              28,760    30,120

Goodwill                                                  28,372    28,372

Total goodwill and intangible assets, net                $57,132   $58,492

The amortization expense of amortizable intangible assets for the
years   ended  December  31,  2006  and  2005  was  approximately
$1,360,000 and $680,000, respectively.  Amortization expense  for
the  four  succeeding years is $1,360,000 for each  of  the  next
three  years  and  $680,000  in the  fourth  and  final  year  of
amortizing these assets.

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.  The counterparty  to  this
transaction is a South African company.  During 2006, Seaboard re-
established its commodity trading business in markets  associated
with  the  sale  in 2005 of some components of  its  third  party
commodity trading operations.  Seaboard continues 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.

Since  Seaboard does not use hedge accounting for  its  commodity
and  foreign  exchange  derivative  instruments,  the  derivative
instruments  included in the sale 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.

Since Seaboard has conducted its commodity trading business  with
third  parties, consolidated subsidiaries, and foreign affiliates
on an interrelated basis and continues 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.

In  January 2006, Seaboard paid $2,107,000 to purchase the equity
of  a  Variable  Interest Entity (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.   The
difference   between  the  purchase  price  and   non-controlling
interest resulted in an increase in fixed assets.

<PAGE> 39

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  $72,000  as  of
December  31,  2006 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 investments are treated as  available-for-
sale  securities and are stated at their fair market values.   As
of  December  31,  2006  and  2005,  the  short-term  investments
primarily  consisted  of fixed rate municipal  notes  and  bonds,
auction rate securities (ARS), variable rate demand notes  (VRDN)
and  money market funds.  At December 31, 2006 and 2005, cost and
fair  market  value  were  not  materially  different  for  these
investments.  The ARS have maturities over one year  but  provide
liquidity through a periodic auction typically held every  7,  28
or  35  days  at  which time the rate is reset.  The  VRDNs  have
maturities over one year, however, liquidity is provided  with  a
put  feature to the tender agent which allows the holder to  sell
the  VRDN  at par plus accrued interest with a seven day  notice.
Because  the  ARS and VRDN investments are frequently  re-priced,
they  trade in the market on par-in, par-out basis.  In addition,
Seaboard  has  investments in domestic equity securities  with  a
cost basis of $3,960,000 and $5,056,000 at December 31, 2006  and
2005,   respectively.   All  available-for-sale  securities   are
classified  as  current assets as they are readily  available  to
support Seaboard's current operating needs.  At December 31, 2006
and   2005,  short-term  investments  included  $10,309,000   and
$7,491,000,  respectively,  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, 2006 and 2005.

                                                   December 31,
(Thousands of dollars)                             2006     2005

Auction rate securities                         $199,325 $103,815
Fixed rate municipal notes and bonds             192,753        -
Variable rate demand notes                        51,872  154,795
Money market funds                                25,193  113,951
Domestic equity securities                         5,361    5,313
Other                                              4,355        -
Total short-term investments                    $478,859 $377,874

The  following table summarizes the estimated fair value of fixed
rate  municipal  notes and bonds designated as available-for-sale
classified by the contractual maturity date of the security as of
December 31, 2006.

 (Thousands of dollars)                                    2006

Due within one year                                      $ 17,273
Due after one year through three years                     93,606
Due after three years                                      81,874
 Total fixed rate municipal notes and bonds              $192,753

In  addition  to its short-term investments, as of  December  31,
2006  and  2005 Seaboard also had long-term investments  totaling
$8,010,000 and $4,100,000, respectively, included in other assets
on  the Consolidated Balance Sheets.  Included in this amount  is
an  investment  in the power industry in the Dominican  Republic.
As  a result of receiving all final local government, regulatory,
and  banking approvals and requisite consents, during the  fourth

<PAGE> 40

quarter  of  2006  Seaboard  invested  $4,585,000  million,  plus
$728,000 million previously placed in escrow in 2004, for a total
of  $5,313,000 million, for a less than 20% ownership interest in
a   company  operating  a  300  megawatt  electricity  generating
facility in the Dominican Republic.  This investment is accounted
for using the cost method of accounting.  Also, see Note 10 for a
discussion of assets held in conjunction with investments related
to Seaboard's deferred compensation plans.

Other investment income for each year is as follows:

                                       Years ended December 31,
(Thousands of dollars)                   2006     2005     2004

Realized gain on sale of securities    $1,703   $    4   $  196
Other                                   2,678    1,958    1,433
Other investment income, net           $4,381   $1,962   $1,629

Note 4

Inventories

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

                                                                  December 31,
(Thousands of dollars)                                           2006     2005

At lower of LIFO cost or market:
      Live hogs and materials                                 $149,521 $146,661
      Fresh pork and materials                                  19,443   22,987
                                                               168,964  169,648
      LIFO adjustment                                            1,458      571
              Total inventories at lower of LIFO cost or
               market                                          170,422  170,219

At lower of FIFO cost or market:
      Grain, primarily wheat, corn and soybeans                 80,068   75,441
      Sugar produced and in process                             25,124   26,559
      Other                                                     29,016   27,282
              Total inventories at lower of FIFO cost or
               market                                          134,208  129,282

Grain, flour and feed at lower of weighted average cost or
 market                                                         36,736   31,632
               Total inventories                              $341,366 $331,133


The  use  of  the LIFO method increased 2006, 2005 and  2004  net
earnings by $541,000 ($0.43 per common share), $67,000 ($0.05 per
common   share),   and  $4,922,000  ($3.92  per  common   share),
respectively.   If  the  FIFO method had been  used  for  certain
inventories  of  the Pork segment, inventories  would  have  been
$1,458,000 and $571,000 lower as of December 31, 2006  and  2005,
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   the   fourth  quarter  of  2006,  Seaboard's   remaining
individual  investments  in and advances  to  the  Nigerian  non-
consolidated  foreign affiliates of $1,048,000 were written  down
to  zero  as  a  result  of  Seaboard's  proportionate  share  of
operating  losses for these entities.  Accordingly, Seaboard  has
discontinued the use of the equity method of

<PAGE> 41

accounting for these  non-consolidated  foreign  affiliates until
such  time  Seaboard's  share of the investee's net income equals
the share of net losses  not  recognized  during  the  period the
equity method is suspended.

During  2005,  milling  operations  ceased  at  Seaboard's   non-
controlled,   non-consolidated  foreign  affiliate   in   Angola.
Seaboard   is  exploring  various  alternatives  to  reopen   the
operation.  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.

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, 2006,  Seaboard  had
advanced 2,240,000 Euros (approximately $2,718,000).  As a result
of  these  additional advances, 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,
2006,  the remaining carrying value of Seaboard's investments  in
and   advances  to  this  Business  total  $3,073,000,  including
$2,684,000  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 at December 31, 2006 is limited  to
its remaining carrying value.

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.

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,  2006,
2005  and  2004  amounted  to  $242,442,000,  $232,864,000,   and
$229,422,000,  respectively.   At December  31,  2006  and  2005,
Seaboard  had  $38,748,000  and  $34,013,000,  respectively,   of
investments  in and advances to, and $51,227,000 and $44,459,000,
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 are as follows:

Commodity Trading and Milling Segment         December 31,
(Thousands of dollars)                   2006     2005     2004

Net sales                             $516,471  501,972  442,064
Net income                            $ 10,511   19,995    8,450
Total assets                          $234,212  215,269  202,788
Total liabilities                     $151,562  138,670  141,867
Total equity                          $ 82,650   76,599   60,921

<PAGE> 42

Other Businesses                              December 31,
(Thousands of dollars)                   2006     2005     2004

Net sales                             $ 29,096   28,611   33,230
Net loss                              $ (4,548)  (7,427)  (8,143)
Total assets                          $ 38,590   45,668   52,827
Total liabilities                     $ 42,160   44,266   43,969
Total equity                          $ (3,570)   1,402    8,858

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          2006        2005

Land and improvements                 15 years    $  127,101  $  115,334
Buildings and improvements            30 years       290,377     286,057
Machinery and equipment               3-20 years     617,738     596,257
Vessels and vehicles                  3-18 years     136,350     127,419
Office furniture and fixtures         5 years         20,061      17,679
Construction in progress                              25,609       8,644
                                                   1,217,236   1,151,390
Accumulated depreciation and amortization           (579,423)   (524,810)
  Net property, plant and equipment               $  637,813  $  626,580

Note 7

Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2006, 2005 and 2004 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)                         2006      2005      2004

Computed "expected" tax expense             $110,749  $109,484  $ 80,468
Adjustments to tax expense attributable to:
  Foreign tax differences                    (48,630)  (46,184)  (18,585)
  Tax-exempt investment income                (4,276)   (1,046)     (221)
  State income taxes, net of federal benefit   7,310     6,202     1,461
  Change in valuation allowance               (3,890)    4,290    (3,540)
  Repatriation                                     -    11,586         -
  Federal and foreign audit settlements       (2,509)  (26,405)  (14,356)
  Other                                       (1,019)  (11,777)   16,588
  Total income tax expense                  $ 57,735  $ 46,150  $ 61,815

<PAGE> 43


Earnings before income taxes consists of the following:

                                               Years ended December 31,
(Thousands of dollars)                         2006      2005      2004

 United States                              $139,725  $156,551  $120,398
 Foreign                                    $176,699  $156,261  $109,513
  Total                                     $316,424  $312,812  $229,911

The components of total income taxes are as follows:

                                               Years ended December 31,
(Thousands of dollars)                         2006      2005      2004

Current:
  Federal                                   $ 40,032  $ 28,885  $ 16,132
  Foreign                                      6,795     5,578     4,271
  State and local                              4,438     6,314     1,317
Deferred:
  Federal                                       (570)    1,287    39,249
  Foreign                                        847        37         -
  State and local                              6,193     4,049       846
Income tax expense                            57,735    46,150    61,815
Unrealized changes in other comprehensive
 income                                      (13,370)     (606)    4,329
  Total income taxes                        $ 44,365  $ 45,544  $ 66,144

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

                                                          December 31,
(Thousands of dollars)                                   2006      2005

Deferred income tax liabilities:
  Cash basis farming adjustment                       $ 12,852  $ 12,418
  Deferred earnings of foreign subsidiaries              1,079       347
  Depreciation                                          96,525    93,159
  LIFO                                                  31,585    27,054
  Other                                                  1,525     2,423
                                                       143,566   135,401
Deferred income tax assets:
  Reserves/accruals                                     38,678    20,013
  Tax credit carryforwards                               4,179     6,533
  Net operating and capital loss carryforwards          15,769    35,076
  Other                                                    619         -
                                                        59,245    61,622
Valuation allowance                                     22,646    41,227
  Net deferred income tax liability                   $106,967  $115,006

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  contained  several  provisions which  benefit  Seaboard.  Of
particular  note,  the Act repealed the prior  law  treatment  of
shipping  income as a component of subpart F income. This  change
means  Seaboard will no longer accrue U.S. tax on  its  post-2004
shipping  income, as such income is now deemed to be  permanently
deferred   foreign  earnings,  and  had  a  material  impact   on
Seaboard's

<PAGE> 44

2006 and 2005 results and future effective  tax  rate  and   cash
tax   payments.   This   change   decreased  income  tax  expense
approximately $34,609,000 and $30,298,000, respectively, for  the
years ended December 31, 2006 and 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.  As of December 31,  2006,  Seaboard
has  not provided for U.S. Federal Income and foreign withholding
taxes  on  $239,209,000  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.

Seaboard's  tax  returns are regularly audited by federal,  state
and foreign tax authorities, which may result in adjustments.  In
the  second  quarter of 2006, Seaboard reached a settlement  with
the  Internal Revenue Service on its audit of Seaboard's 2004 and
2003 U.S. Federal Tax Returns.  The favorable resolution of these
tax  issues  resulted  in a tax benefit of $2,786,000  for  items
previously  reserved which was recorded in the second quarter  of
2006. Also, 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.

Seaboard  currently has tax holidays in three  foreign  countries
resulting  in tax savings of approximately $3,969,000, $4,311,000
and  $3,376,000  respectively, or  $3.15,  $3.43  and  $2.69  per
diluted  earnings per common share for the years  ended  December
31,  2006,  2005 and 2004, respectively.  These tax holidays  are
set to expire in 2007, 2008, and 2012 for each 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.  The  decrease
in  the valuation allowance for 2006 was primarily the result  of
lower  foreign deferred tax assets, while in 2005 was the  result
of  additional capital losses and additional foreign deferred tax
assets,  which management does not believe are more  likely  than
not  to  be realized.  At December 31, 2006, Seaboard had foreign
net   operating   loss  carryforwards  (NOLs)  of   approximately
$36,465,000, a portion of which expire in varying amounts between
2007  and  2011,  and  others  that  have  indefinite  expiration
periods.  At December 31, 2006, Seaboard had federal capital loss
carryforwards  of approximately $12,178,000 expiring  in  varying
amounts in 2007 and 2008.

<PAGE> 45

At  December  31,  2006,  Seaboard had  state  tax  credit  carry
forwards  of  approximately $6,420,000 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.

Note 8

Notes Payable and Long-term Debt

Notes  payable  amounting  to  $ 62,975,000  and  $92,938,000  at
December   31,   2006  and  2005,  respectively,   consisted   of
obligations  due  banks on demand or based on Seaboard's  ability
and  intent to repay within one year.  During the second  quarter
of  2006,  Seaboard  terminated a $50,000,000 committed  line  of
credit that had been entered into in December, 2005 in connection
with a one time qualifying foreign intercompany dividend paid  as
discussed  in Note 7.  Seaboard terminated this line  as  foreign
subsidiaries generated sufficient cash to repay the  facility  in
its  entirety during 2006.  During the fourth quarter of 2006,  a
foreign  subsidiary of Seaboard entered into  a  new  uncommitted
credit   line   denominated   in  Japanese   Yen   (approximately
$54,626,000 at December 31, 2006) to refinance intercompany debt.
At  December  31,  2006, Seaboard had a committed  line  totaling
$100,000,000   and   uncommitted  lines  totaling   approximately
$159,699,000  of  which  $135,199,000 of  the  uncommitted  lines
relate to foreign subsidiaries.  At December 31, 2006, there were
no borrowings outstanding under the committed line and borrowings
totaled  $62,975,000  under  the  uncommitted  lines  related  to
foreign subsidiaries.  The borrowings outstanding at December 31,
2006   related   to   foreign  subsidiaries  primarily   included
$54,626,000   denominated   in  Japanese   Yen   and   $7,931,000
denominated  in  South  African  Rand.   At  December  31,  2006,
Seaboard's  borrowing  capacity  under  its  committed  line  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  2.63%  and  5.39%  at
December 31, 2006 and 2005, respectively.

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)                                   2006      2005

Private placements:

 7.88% senior notes, due 2007                         $ 25,000  $ 50,000

 5.80% senior notes, due 2007 through 2009              19,500    26,000

 6.21% senior notes, due 2009                           38,000    38,000

 6.21% senior notes, due 2007 through 2012               6,429     7,500

 6.92% senior notes, due 2012                           31,000    31,000

Industrial Development Revenue Bonds, floating rates
 (3.97% - 3.99% at December 31, 2006) due 2014
 through 2027                                           41,800    41,800

Bank debt, 6.41% - 8.58%, due 2007 through 2010         34,075    61,710

Foreign subsidiary obligations, 2.00%-17.50%,
 due 2009 through 2010                                   2,443     3,276

Foreign subsidiary obligation, floating rate due 2007      288       311

Capital lease obligations and other                      2,697     2,881

                                                       201,232   262,478

Current maturities of long-term debt                   (63,415)  (61,415)

 Long-term debt, less current maturities              $137,817  $201,063

Of   the  2006  foreign  subsidiary  obligations,  $1,847,000  is
denominated  in  CFA  francs, $288,000 is  payable  in  Argentine
pesos,  and  the remaining $596,000 is denominated in  Mozambique
metical.   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.

<PAGE> 46

Seaboard consolidates a limited liability company deemed to be  a
VIE.  As a result, bank debt totaling $24,803,000 and $27,918,000
as  of  December 31, 2006 and 2005, respectively, is included  in
the  table  above.   This  bank debt is collateralized  by  fixed
assets  with a net book value of  $24,133,000 as of December  31,
2006.  The weighted average interest rates were 7.54% at December
31, 2006 and 2005, respectively.

At  December 31, 2006, Seaboard had additional bank debt  secured
by  hog production facilities and equipment with a net book value
of $35,419,000.

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 ($362,905,000  as  of
December  31,  2006)  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, 2006.

Annual  maturities of long-term debt at December 31, 2006 are  as
follows:   $63,415,000 in 2007, $11,979,000 in 2008,  $47,274,000
in  2009,  $2,033,000 in 2010, $1,477,000 in 2011 and $75,054,000
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, 2006 and 2005 are presented below.

December 31,                     2006                  2005
(Thousands of dollars)     Cost   Fair Value     Cost   Fair Value

Short-term investments   $477,019  $478,859    $377,617  $377,874
Long-term debt            201,232   200,489     262,478   259,990

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 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 not directly related  to  its
raw material requirements.

At December 31, 2006 and 2005, Seaboard had open net contracts to
purchase  and (sell) 12,313,000 and (1,512,000) bushels of  grain
with fair values of $1,222,000 and $3,715,000, respectively,  and
8,000  and  (62,000)  tons of soybean meal with  fair  values  of
$492,000  and  $(904,000),  respectively,  included  with   other
accrued financial derivative liabilities or current assets on the
Consolidated Balance Sheets.  In addition, at December  31,  2006
Seaboard had net contracts to purchase 15,560,000 pounds of  hogs
with  fair  values of $(83,000).  At December 31, 2005,  Seaboard
also  had  contracts to sell 440,000 pounds of hogs with  a  fair
value of $39,000 and contracts to

<PAGE> 47

purchase  720,000  pounds  of pork bellies  with  fair  values of
$(26,000).  For  the  years  ended December  31,  2006,  2005 and
2004  Seaboard  realized   net   gains  (losses)  of $12,157,000,
$(1,156,000), and $(11,886,000)  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.  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  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  2006  and
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, 2006 and 2005.
The   net   gains  and  losses  recognized  in  the  Consolidated
Statements  of  Earnings from the exchange  agreements  were  not
material for the years ended December 31, 2004.

At  December  31,  2006 and 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 $41,458,000 and $56,596,000,  respectively,
with  a  fair value of $(644,000) and $(1,046,000), respectively,
included  in  accrued  financial derivative  liabilities  on  the
Consolidated Balance Sheet.

At  December  31,  2006 and 2005, Seaboard  had  trading  foreign
exchange  contracts  (receive $U.S./pay  ZAR)  to  cover  various
foreign  currency working capital needs for notional  amounts  of
$1,319,000  and  $1,259,000 respectively,  with  fair  values  of
$5,000 and $(11,000).

At  December  31,  2006,  Seaboard had trading  foreign  exchange
contracts (receive Japanese Yen/pay $U.S.) to cover note  payable
borrowings  for  an  uncommitted line of  credit  denominated  in
Japanese  Yen  for notional amounts of $58,435,000  with  a  fair
value of $(783,000).

Interest Rate Exchange Agreements

Seaboard  entered  into interest rate exchange  agreements  which
involve  the  exchange  of fixed-rate and variable-rate  interest
payments over the life of the agreements without the exchange  of
the  underlying  notional  amounts to  mitigate  the  effects  of
fluctuations  in  interest  rates  on  variable  rate  debt.   At
December  31,  2006  and  2005, deferred gains  on  prior  year's
terminated interest rate exchange agreements (net of tax) totaled
$152,000  and  $350,000,  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, 2006, 2005  and
2004,  interest rate exchange agreements accounted for as  hedges
decreased   interest   expense   by   $324,000   resulting   from
amortization of terminated proceeds.

At  December  31, 2005 Seaboard had five, ten-year interest  rate
exchange  agreements  outstanding  that  were  not  paired   with
specific variable rate contracts, whereby Seaboard paid a  stated
fixed  rate and received a variable rate of interest on  a  total
notional  amount  of  $150,000,000.  While Seaboard  had  certain
variable  rate debt, these interest rate exchange agreements  did
not  qualify as hedges for accounting purposes. During the second
quarter  of 2006, Seaboard terminated all interest rate  exchange
agreements with a total notional value of $150,000,000.  Seaboard
made  payments in the amount of $1,028,000 to unwind these swaps.
At  December 31, 2005, the fair values of these contracts totaled
$(5,311,000),  and were included in accrued financial  derivative
liabilities  on the Consolidated Balance Sheets.  For  the  years
ended  December 31, 2006, 2005, and 2004 the net gain (loss)  for
interest  rate  exchange agreements not accounted for  as  hedges
were  $3,374,000, $2,996,000 and $(4,597,000), respectively,  and
are included in Miscellaneous, net in the Consolidated Statements
of Earnings.  Included in the gains and losses for 2006, 2005 and
2004  are  net  payments of $909,000, $4,047,000 and  $6,403,000,
respectively,  during  2006, 2005 and  2004  for  the  difference
between  the fixed rate paid and variable rate received on  these
contracts.

<PAGE> 48

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 positive liquidity position for the past three  years,
management  authorized additional contributions to be  made.   In
December   2004   Seaboard   made  a   $14,250,000   contribution
approximately equal to the maximum deductible amount for the 2004
plan  year.   In  February 2006 Seaboard made a  contribution  of
$3,811,000 which was the maximum deductible contribution  allowed
for  the  2005  plan year.  In March 2007, Seaboard  may  make  a
deductible  contribution of $10,000,000 for the 2006  plan  year.
Although  the  maximum deductible amount for 2006 is $28,445,000,
at  this  time management does not plan on making any  additional
contributions  in 2007 for the 2006 plan year and currently  does
not  anticipate making any contributions during 2007 for the 2007
plan year.

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

                                        Actual Plan Composition at December 31,
                        Target Percentage
                          of Portfolio              2006         2005

Domestic Large Cap Equity     35%                    37%          36%
Domestic Small and Mid Cap
 Equity                       15%                    14%          14%
International Equity          15%                    17%          16%
Fixed Income                  35%                    32%          34%

Seaboard   also  sponsors  non-qualified,  unfunded  supplemental
executive   plans  and  has  certain  individual,  non-qualified,
unfunded  supplemental retirement agreements for certain  retired
employees.   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 changed 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  had no effect on the 2004 net  periodic  benefit
cost,  it increased unrecognized prior service cost by $8,697,000
at  December 31, 2004, and increased net periodic benefit cost by
$599,000 for each of the years ended December 31, 2006 and  2005.
The  unamortized prior service cost is being amortized  over  the
average remaining working lifetime of the active participants for
this  plan.   Management  is  considering  funding  options   but
currently  has no plans to provide funding for these supplemental
executive plans in advance of when the benefits are paid.

Assumptions used in determining pension information for the plans
were:
                                                  Years ended December 31,
                                                2006        2005        2004
Weighted-average assumptions

 Discount rate used to determine obligations    5.75%       5.50%       6.00%

 Discount rate used to determine net periodic
  benefit cost                                  5.50%       6.00%       6.25%

 Expected return on plan assets                 7.50%       7.50%       8.25%

 Long-term rate of increase in compensation
  levels                                     4.00-5.00%  4.00-5.00%  4.00-5.00%

<PAGE> 49

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  2006
and  2005, management selected the discount rate based on Moody's
year-end  published  Aa  corporate bond  yield,  rounded  to  the
nearest  quarter  percentage point and  compared  this  rate  for
reasonableness  to  a  model-based result which  the  timing  and
amount of cash outflows approximates the estimated payouts.   For
2004, 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  2006  and  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, 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.

In  September  2006,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 158 (SFAS 158), "Employers'  Accounting
for  Defined  Benefit  Pension and Other  Postretirement  Plans".
This statement required companies to fully recognize, as an asset
or liability, the overfunded or underfunded status of its benefit
plan(s)  with  the  offset  to  accumulated  other  comprehensive
income,  a  component  of stockholders' equity.   This  statement
requires   employers  to  recognize  previously   disclosed   but
unrecognized  gains/losses,  prior  service  costs/credits,   and
transition  assets/obligations when recognizing a  plan's  funded
status  as  a  component of shareholders' equity  in  accumulated
other  comprehensive income.  As of December 31,  2006,  Seaboard
adopted  SFAS  158.   The adoption of SFAS 158 increased  pension
liabilities  by  $15,427,000, reduced prepaid pension  assets  by
$13,342,000, reduced intangible pension assets by $7,498,000  and
reduced  total  shareholders' equity by  $25,014,000,  net  of  a
deferred  tax  asset of $11,253,000.  SFAS 158 did  not  have  an
effect on 2006 net earnings or prior year financial statements.

The  changes in the plans' benefit obligations and fair value  of
assets  for the Plan, supplemental executive plans and retirement
agreements for the years ended December 31, 2006 and 2005, and  a
statement of the funded status as of December 31, 2006  and  2005
are as follows:

December 31,                               2006                 2005
                                       Accumulated  Assets exceed  Accumulated
                                        benefits     accumulated    benefits
(Thousands of dollars)                exceed assets   benefits    exceed assets

Reconciliation of benefit obligation:
 Benefit obligation at beginning of year $100,706     $ 53,118      $ 34,664
 Service cost                               4,415        2,497         1,416
 Interest cost                              5,902        3,136         2,001
 Actuarial gains                           15,131        3,812         2,618
 Benefits paid                             (4,824)      (1,560)         (996)
  Benefit obligation at end of year      $121,330     $ 61,003      $ 39,703
Reconciliation of fair value of plan
 assets:
 Fair value of plan assets at beginning
  of year                                $ 57,383     $ 55,896      $      -
 Actual return on plan assets               7,996        3,047             -
 Employer contributions                     6,583            -           996
 Benefits paid                             (4,824)      (1,560)         (996)
 Fair value of plan assets at end of
  year                                   $ 67,138     $ 57,383      $      -
Funded status                             (54,192)      (3,620)      (39,703)
Unrecognized transition obligation              -            -            97
Unamortized prior service cost                  -         (389)        8,974
Unrecognized net actuarial losses               -       16,939         6,989
 Prepaid (accrued) benefit cost          $(54,192)    $ 12,930      $(23,643)

<PAGE> 50

The  funded status for the Plan was $(1,812,000) and $(3,620,000)
at  December  31,  2006 and 2005, respectively.  The  accumulated
benefit  obligation for the Plan was $62,950,000 and  $57,342,000
and  for  the  other  plans was $39,346,000  and  $31,790,000  at
December  31, 2006 and 2005, respectively.  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: $13,383,000, $5,954,000, $4,825,000,
$6,076,000, $5,252,000, and $41,545,000, respectively.

Amounts  recognized  in the Consolidated  Balance  Sheets  as  of
December 31, 2006 and 2005 consist of:

December 31                                2006                 2005
                                       Accumulated  Assets exceed  Accumulated
                                        benefits     accumulated    benefits
(Thousands of dollars)                exceed assets   benefits    exceed assets

Prepaid benefit cost                     $      -     $ 12,930      $      -
Accrued benefit liability                 (54,192)           -       (30,599)
Intangible asset                                -            -         5,249
Accumulated other comprehensive income          -            -         1,707
 Prepaid (accrued) benefit cost          $(54,192)    $ 12,930      $(23,643)

The amounts not reflected in net periodic benefit cost and
included in accumulated other comprehensive income (AOCI) at
December 31, 2006 was as follows:

(Thousands of dollars)                                                 2006

Accumulated loss, net of gain                                       $(33,379)
Prior service cost, net of credit                                     (7,931)
Transitional obligation                                                  (81)
 Total Accumulated Other Comprehensive Income                       $(41,391)

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

                                                Years ended December 31,
(Thousands of dollars)                      2006         2005          2004

Components of net periodic benefit cost:
 Service cost                            $  4,415     $  3,913      $  3,310
 Interest cost                              5,902        5,137         4,370
 Expected return on plan assets            (4,462)      (4,115)       (2,873)
 Amortization and other                     2,815        1,323           838
 Net periodic benefit cost               $  8,670     $  6,258      $  5,645

The amounts in AOCI expected to be recognized as components of
net periodic benefit cost in 2007 are as follows:

(Thousands of dollars)                                                 2007

Accumulated loss, net of gain                                       $  1,628
Prior service cost, net of credit                                        590
Transition obligation                                                     16
Settlement loss                                                        3,671
 Estimated net periodic benefit cost                                $  5,905

Effective July 6, 2006, Mr. H. H. Bresky retired as President and
CEO of Seaboard, remaining as Chairman of the Board.  As a result
of Mr. Bresky's retirement, he was entitled to a lump sum payment
of  $8,709,000 from Seaboard's Executive Retirement  Plan  as  of
December  31,  2006.  Under the Act discussed in  Note  7  above,
there  is a six month delay of benefit payments for key employees
and  thus  Mr.  Bresky was not paid his lump sum  until  February
2007.   This lump sum payment exceeded the Company's service  and
interest  cost  components  under this  plan  and  thus

<PAGE> 51

required Seaboard to recognize a portion of its actuarial losses.
However,  Seaboard was not relieved of its obligation  until  the
settlement was paid in 2007.  Accordingly, the settlement loss of
$3,671,000 was deferred as of December 31, 2006 and recognized in
February   2007  in  accordance  with  SFAS  No.  88,  "Employers
Accounting  for  Settlements and Curtailments of Defined  Benefit
Pension for Termination Benefits."

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  $442,000,
$452,000 and $346,000 for the years ended December 31, 2006, 2005
and 2004, respectively.  The applicable portion of the total plan
benefits   and  net  assets  of  this  plan  is  not   separately
identifiable  although Seaboard has 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.  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 $1,643,000, $1,604,000 and
$1,445,000 for the years ended December 31, 2006, 2005 and  2004,
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  $554,000,
$440,000 and $250,000 for the years ended December 31, 2006, 2005
and 2004, respectively.

Beginning  in  2006, Seaboard established a deferred compensation
plan  which allows certain employees to reduce their compensation
in  exchange  for  values in two investments.   Seaboard  has  an
Investment Option Plan which allowed certain employees to  reduce
their compensation in exchange for an option to acquire interests
measured  by reference to two investments.  However, as a  result
of  U.S.  tax  legislation passed in October 2004, reductions  to
compensation  earned after 2004 is no longer  allowed  under  the
Investment  Option Plan.  The exercise price for each  investment
option  was established based upon the fair market value  of  the
underlying  investment on the date of grant.  Under  both  plans,
Seaboard  contributed  3% of the employees reduced  compensation.
Seaboard's  expense  for these two deferred  compensation  plans,
which  primarily includes amounts related to the change  in  fair
value  of  the  underlying investment accounts,  was  $2,466,000,
$1,433,000 and $1,602,000 for the years ended December 31,  2006,
2005  and  2004, respectively.  Included in other liabilities  at
December  31,  2006  and  2005 are $19,009,000  and  $15,250,000,
respectively, representing the market value of the payable to the
employees  upon  exercise for both plans.   In  conjunction  with
these plans, Seaboard purchased the specified number of units  of
the  employee-designated investment plus  the  applicable  option
price  for  the  Investment Option Plan.  These  investments  are
treated as trading securities and are stated at their fair market
values.    Accordingly,  as  of  December  31,  2006  and   2005,
$22,787,000 and $19,094,000 were included in other current assets
on the Consolidated Balance Sheets.  Investment income related to
the  mark-to-market of these investments for 2006, 2005, and 2004
totaled $2,358,000, $1,376,000 and $1,537,000, respectively.

Note 11

Commitments and Contingencies

Seaboard   Foods  has  been  subject  to  an  ongoing  Unilateral
Administrative  Order ("RCRA Order") filed by the  United  States
Environmental  Protection Agency ("EPA") on June 29,  2001.   The
RCRA  Order  relates  to  five swine farms  located  in  Oklahoma
purchased  by Seaboard Foods from PIC International  Group,  Inc.
("PIC"),   which  is  also  a  party  to  the  RCRA  Order.    On
September  11,  2006,  Seaboard Foods and PIC  signed  a  Consent
Decree  with  the United States to resolve the RCRA Order,  which
Consent  Decree  was  approved by  the  U.S.  District  Court  on
December 8, 2006.  Pursuant to the Consent Decree, Seaboard Foods
and  PIC  agreed to a civil penalty totaling $240,000, which  PIC
has   paid.   In  addition  to  payment  of  the  civil  penalty,
Seaboard  Foods  and  PIC agreed to take  a  number  of  remedial
actions with respect to the five farms subject to the RCRA Order,
and  Seaboard  Foods agreed to take additional  remedial  actions
with  respect to one additional farm.  Seaboard Foods'  share  of
the  costs for future remediation actions are not expected to  be
material.

<PAGE> 52

In March 2006, Seaboard Foods entered into a Settlement Agreement
with  the  State of Oklahoma to resolve a regulatory action  with
respect  to  the same properties involved in the EPA RCRA  Order.
Pursuant to this Settlement Agreement, Seaboard Foods paid a fine
of   $100,000,   agreed   to   undertake   certain   supplemental
environmental projects at a cost of $80,000, and agreed  to  take
remedial  actions  that  are  substantially  identical  to  those
provided  for  in  the  Consent Decree  with  the  United  States
discussed above.

PIC is jointly responsible for the remedial obligations under the
EPA  Consent Decree and has been indemnifying Seaboard Foods with
respect  thereto, pursuant to an indemnification agreement  which
has  a  $5,000,000 limit.  PIC previously advised Seaboard  Foods
that  it  is  not responsible for the expenditures in  excess  of
$5,000,000,  which Seaboard Foods disputes.  Although  there  has
been  no  formal resolution of this dispute with PIC, the amounts
expended  to date by PIC total in excess of $5,000,000,  and  PIC
has  continued to pay substantially all expenditures required  to
comply  with the EPA Consent Decree and thus no accrual for  such
costs  has been recorded by Seaboard.  Moreover, as noted  above,
PIC  is  jointly  responsible for the  remedial  obligations  and
substantially all other obligations under the EPA Consent Decree.
As  such,  Seaboard believes that PIC will continue to  take  the
actions necessary and to pay the costs of complying with the  EPA
Consent  Decree  and  thus no accrual for  such  costs  has  been
recorded by Seaboard.  Seaboard Foods also believes that  a  more
general  indemnity  agreement would  require  indemnification  of
liability  in  excess of $5,000,000 although PIC  disputes  this.
Accordingly,  management does not believe  there  is  any  future
material  exposure  for  Seaboard related  to  these  remediation
actions and the related PIC indemnification.

During   the  fourth  quarter  of  2005,  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  has
responded  to the allegations and is engaged in discussions  with
U.S.   Customs  and  Border  Protection  regarding  the   matter.
Management  believes that the resolution of the matter  will  not
have  a  material  adverse effect on the  consolidated  financial
statements 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 of Seaboard.

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.  As of December  31,  2006,
Seaboard  had  three guarantees outstanding with a total  maximum
exposure of $2,403,000.  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, 2006, Seaboard had outstanding $61,782,000 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, 2006 Seaboard had various firm noncancelable
purchase  commitments  and commitments  under  other  agreements,
arrangements  and  operating leases as  described  in  the  table
below.

<PAGE> 53


Purchase commitments                        Years ended December 31,
(Thousands of dollars)          2007      2008    2009   2010   2011 Thereafter

Hog procurement contracts     $108,092 $ 82,608 $32,564 $33,526 $     - $     -

Grain and feed ingredients      50,112      695       -       -       -       -

Grain purchase contracts for
 resale                        162,262        -       -       -       -       -

Fuel purchase contract          13,175        -       -       -       -       -

Equipment purchases
  and facility improvements     57,852        -       -       -       -       -

Other purchase commitments       7,720        -       -       -       -       -

Total firm purchase
 commitments                   399,213   83,303  32,564  33,526       -       -

Vessel time-charter
 arrangements                   68,089   13,312       -       -       -       -

Contract grower finishing
 agreements                     11,948   11,909  11,873  11,870  11,098  61,356

Other operating lease payments  10,252    7,655   3,350   2,505   1,912   4,335

Total unrecognized firm
 commitments                  $489,502 $116,179 $47,787 $47,901 $13,010 $65,691

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, 2006.  During 2006, 2005 and 2004, this segment paid
$114,921,000,  $155,406,000  and $177,107,000,  respectively  for
live hogs purchased under committed contracts.

The  Commodity  Trading  and Milling segment  enters  into  grain
purchase  contracts  and  ocean freight contracts,  primarily  to
support firm sales commitments.  These contracts are valued based
on  projected  commodity prices as of December  31,  2006.   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 2007 at market-based
prices.   The  fuel commitment shown above reflects  the  average
price  per barrel at December 31, 2006 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.  These contracts range from short-term
time-charter  for a few months and long-term commitments  ranging
from  one  to  three years.  In addition to its  long-term  lease
agreements, the short-term time-charter contracts of $112,000 for
2007  are  included  above  in vessel time-charter  arrangements.
This  segment's charter hire expenses during 2006, 2005 and  2004
totaled $91,747,000, $76,668,000 and $51,064,000, 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 service agreements.   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  2006,
2005  and  2004,  Seaboard  paid  $13,646,000,  $12,970,000   and
$10,099,000,   respectively,  under  contract  grower   finishing
agreements.

Seaboard  also  leases  various facilities  and  equipment  under
noncancelable  operating lease agreements.   Rental  expense  for
operating   leases  amounted  to  $13,132,000,  $11,542,000   and
$10,420,000 in 2006, 2005 and 2004, respectively.

<PAGE> 54

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, 2006, Seaboard had not  received  any  cash
payments  from the subsidiary of its Parent Company and does  not
currently expect to receive any material amount of cash prior  to
the  expiring of the right to receive such payments on  September
17, 2007.

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,
                                                  2006       2005       2004
Weighted-average number of shares

Common shares - basic                          1,261,367  1,256,645  1,255,054

Effect of weighted average dilutive securities

for common stock issued to Parent                      -      1,557          -

Common shares - diluted                        1,261,367  1,258,202  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)                             2006       2005       2004

Cumulative foreign currency translation
 adjustment                                     $(55,811)  $(53,229)  $(53,986)
Unrealized gain on investments                     1,361        928        257
Unrecognized pension cost                        (28,140)    (1,041)      (375)
Net unrealized loss on cash flow hedges              (55)       (33)      (188)
Deferred gain on interest rate swaps                 152        350        551

        Accumulated other comprehensive loss    $(82,493)  $(53,025)  $(53,741)

<PAGE> 55

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, 2006, the  Sugar  and
Citrus  segment  had  $107,156,000 in net assets  denominated  in
Argentine pesos,  $13,604,000 in net assets denominated  in  U.S.
dollars  and  $54,626,000 of liabilities denominated in  Japanese
Yen in Argentina.

As discussed in Note 10, as of December 31, 2006 Seaboard adopted
SFAS  158  resulting  in a $25,014,000 increase  in  unrecognized
pension cost net of a deferred tax benefit of $11,253,000.

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.    For   2006,  the  unrecognized  pension  cost   includes
$7,413,000 related to employees at certain subsidiaries for which
no tax benefit has been recorded.

Note 13

Segment Information

Seaboard   Corporation  had  five  reportable  segments   through
December  31, 2006: Pork, Commodity Trading and Milling,  Marine,
Sugar and Citrus, and Power, each offering a specific product  or
service.   Seaboard's reporting segments are based on information
used  by  Seaboard's Chief Executive Officer in his  capacity  as
chief  operating  decision  maker  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.   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, citrus  and  alcohol  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
operations.

The  Pork  segment  derives between 10% to  13%  percent  of  its
revenues  from  three customers in Japan through one  agent.   In
addition, approximately all of its hourly employees at its Guymon
processing   plant   are  covered  by  a  collective   bargaining
agreement.  During the first quarter of 2006, Triumph Foods began
production  at  its new pork processing plant and Seaboard  began
marketing the related pork products for a fee primarily based  on
the number of head processed by Triumph Foods.  The Triumph Foods
plant  is  expected to reach full double shift operating capacity
during 2007.

At  times during 2006, Seaboard's power production was restricted
by  the  regulatory authorities in the Dominican  Republic.   The
regulatory body schedules production based on the amount of funds
available to pay for the power produced and the relative costs of
the  power  produced.  During the last half of  2005,  management
decided to produce at near capacity as a result of a more  stable
payment  performance  from  all  customers,  while  during   2004
Seaboard  curtailed its level of power production  from  time  to
time  due  to  lack  of payments from spot sales.   In  addition,
approximately $1,932,000 of spot market sales were  not  recorded
during  the  second half of 2004 as collection was not reasonably
assured.   Certain  receivables from 2004 spot  sales  are  still
outstanding.  As of December 31, 2006, Seaboard's net  receivable
exposure  from  customers  with  significant  past  due  balances
totaled   $2,775,000,  which  represents  receivables  from   two
customers   classified   in  other  long-term   assets   on   the
Consolidated Balance Sheets.

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
$741,000,  $(1,569,000) and $2,460,000 for 2006, 2005  and  2004,
respectively.

Seaboard's produce division, representing the majority  of  sales
in the All Other segment, derives almost all of its revenues from
one customer.

<PAGE> 56

Seaboard's investment in a Bulgarian wine business (the Business)
and  related losses from this Business are included  in  the  All
Other  Segment.   As  a  result of an  agreement  for  additional
advances  made  discussed  in Note 5 which  changed  distribution
priorities, 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.  As a result, Seaboard decreased
its share of the losses from 100% in 2005 to 50% in 2006.  During
2005, based on a change in Seaboard's claim on the Business' book
value,  Seaboard increased its share of losses from this Business
to 100% in 2005 from 37% in 2004.  In February 2005, the Board of
Directors  and  the  majority of the  owners  of  this  Business,
including  Seaboard,  agreed to pursue the  sale  of  the  entire
Business  or  all of its assets.  Accordingly, Seaboard  assessed
the fair value of this Business based on current negotiations  to
sell  a substantial portion of the Business and all related  wine
labels,  and other information on the fair value for the sale  of
all other assets of this Business.  The result of this assessment
indicated a fair value 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.

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)             2006         2005         2004

Pork                           $1,002,656   $1,023,885   $  961,614
Commodity Trading and Milling     735,583      835,662    1,066,545
Marine                            741,563      638,296      498,504
Sugar and Citrus                  123,378       88,969       72,940
Power                              87,845       77,685       56,386
All Other                          16,372       24,397       27,991
   Segment/Consolidated Totals $2,707,397   $2,688,894   $2,683,980


Operating Income:
                                      Years ended December 31,
(Thousands of dollars)             2006         2005         2004

Pork                           $  138,303   $  182,749   $  147,428
Commodity Trading and Milling      37,225       34,374       29,269
Marine                            106,033       90,922       63,929
Sugar and Citrus                   19,184       11,884       12,225
Power                               8,471        9,561        4,409
All Other                           1,530        2,604        3,196
   Segment Totals                 310,746      332,094      260,456
Corporate                         (13,751)     (12,049)      (9,202)
   Consolidated Totals         $  296,995   $  320,045   $  251,254

<PAGE> 57

Income (Loss) from Foreign Affiliates:

                                      Years ended December 31,
(Thousands of dollars)             2006         2005         2004

Commodity Trading and Milling  $    6,323   $    8,138   $    5,806
Sugar and Citrus                   (1,060)         111          687
All Other                          (1,241)      (7,887)      (8,538)
   Segment/Consolidated Totals $    4,022   $      362   $   (2,045)


Depreciation and Amortization:

                                      Years ended December 31,
(Thousands of dollars)             2006         2005         2004

Pork                           $   43,744   $   41,098   $   40,017
Commodity Trading and Milling       3,974        3,344        2,945
Marine                             13,502       11,047       11,504
Sugar and Citrus                    5,800        5,176        4,214
Power                               3,763        3,831        5,363
All Other                             192          375          360
   Segment Totals                  70,975       64,871       64,403
Corporate                             283          235          217
   Consolidated Totals         $   71,258   $   65,106   $   64,620


Total Assets:

                                            December 31, December 31,
(Thousands of dollars)                          2006         2005

Pork                                        $  721,514   $  731,422
Commodity Trading and Milling                  301,672      282,160
Marine                                         176,673      150,797
Sugar and Citrus                               133,971      112,882
Power                                           66,978       77,206
All Other                                        8,464        8,991
   Segment Totals                            1,409,272    1,363,458
Corporate                                      552,161      452,863
   Consolidated Totals                     $ 1,961,433  $ 1,816,321

Investment in and Advances to Foreign Affiliates:

                                                    December 31,
(Thousands of dollars)                           2006         2005

Commodity Trading and Milling              $    38,748  $    34,013
Sugar and Citrus                                   636        1,987
All Other                                        3,073        3,992
   Segment/Consolidated Totals             $    42,457  $    39,992

<PAGE> 58

Capital Expenditures:

                                      Years ended December 31,
(Thousands of dollars)             2006         2005         2004

Pork                           $   30,324  $     8,070  $    11,807
Commodity Trading and Milling       4,024       13,811        4,862
Marine                             30,429       30,028       10,345
Sugar and Citrus                   18,379       11,195        5,485
Power                                 107          277          198
All Other                           1,033          820          847
   Segment Totals                  84,296       64,201       33,544
Corporate                           1,590           40           78
   Consolidated Totals         $   85,886  $    64,241  $    33,622

Administrative   services  provided  by  the   corporate   office
allocated to the individual segments represent corporate services
rendered to and costs incurred for each specific division with no
allocation to individual segments of general corporate management
oversight    costs.     Corporate   assets   include   short-term
investments,   other   current   assets   related   to   deferred
compensation  plans,  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  $172,067,000,
$167,748,000  and $355,475,000 for the years ended  December  31,
2006, 2005 and 2004, respectively, representing approximately 6%,
6%  and  13%  of total sales for each respective year.  No  other
individual foreign country accounts for 10% or more of  sales  to
external  customers.  The following table provides  a  geographic
summary of net sales based on the location of product delivery.

                                            Years ended December 31,
(Thousands of dollars)                    2006        2005        2004

United States                        $1,027,295  $  992,322  $  951,650
Caribbean, Central and South America    845,577     839,305     713,921
Africa                                  588,050     570,975     744,552
Pacific Basin and Far East              147,560     164,584     133,307
Canada/Mexico                            78,044      74,788      70,208
Eastern Mediterranean                     3,979      29,312      51,786
Europe                                   16,892      17,608      18,556
 Totals                              $2,707,397  $2,688,894  $2,683,980

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)                                2006        2005

United States                                    $  520,215  $  526,938
Dominican Republic                                   31,251      35,566
Argentina                                            55,386      44,231
All other                                            31,325      20,835
 Totals                                          $  638,177  $  627,570

At  December  31,  2006  and  2005,  Seaboard  had  approximately
$142,848,000   and   $111,801,000,   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 accounts is adequate.

<PAGE> 59

Board of Directors

H.H. Bresky                       Steven J. Bresky
Chairman of the Board             Director
Retired, former President and     President and Chief Executive Officer
Chief Executive Officer

David A. Adamsen                  Kevin M. Kennedy
Director                          Director
Vice President -                  Chief Financial Officer,
Wholesale & Manufacturing,        Seaspan Corporation
The Penn Traffic Company
                                  Joseph E. Rodrigues
                                  Director
Douglas W. Baena                  Retired, former Executive Vice
Director                          President and Treasurer
Chief Executive Officer,
CreditAmerica, Inc.

Officers

Steven J. Bresky                  Ralph L. Moss
President and Chief Executive     Vice President, Governmental
Officer                           Affairs

Robert L. Steer                   David S. Oswalt
Senior Vice President, Chief      Vice President, Taxation and
Financial Officer                 Business Development

David M. Becker                   John A. Virgo
Vice President, General Counsel   Vice President, Corporate
and Secretary                     Controller and Chief Accounting
                                  Officer
Barry E. Gum
Vice President, Finance and       Adriana N. Hoskins
Treasurer                         Assistant Treasurer

James L. Gutsch
Vice President, Engineering

Chief Executive Officers of Principal Seaboard Operations

Rodney K. Brenneman                Richard A. Watt
Pork                               Sugar & Citrus

David M. Dannov                    Armando G. Rodriguez
Commodity Trading and Milling      Power

Edward A. Gonzalez
Marine

Stock Transfer Agent and           Availability of 10-K Report
Registrar of Stock
                                   Seaboard files its Annual
UMB Bank, n.a.                     Report on Form 10-K with the
Securities Transfer Division       Securities and Exchange
P.O. Box 410064                    Commission.  Copies of the
Kansas City, Missouri 64141-0064   Form 10-K for fiscal 2006 are
(800) 884-4225                     available without charge by
                                   writing Seaboard Corporation,
                                   9000 West 67th Street, Shawnee
Auditors                           Mission, Kansas 66202,
                                   Attention: Shareholder
KPMG LLP                           Relations or via the Internet
1000 Walnut, Suite 1000            at www.seaboardcorp.com.
Kansas City, Missouri 64106        Seaboard provides access to its most
                                   recent Form 10-K, 10-Q and 8-K
Stock Listing                      reports on its Internet website,
                                   free of charge, as soon as
Seaboard's common stock is         reasonably practicable after
traded on the American Stock       those reports are electronically
Exchange under the symbol SEB.     filed with the Securities and
Seaboard had 169 shareholders      Exchange Commission.
of record of shares of its
common stock as of February
16, 2007.

<PAGE> 60


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>5
<FILENAME>ex21.txt
<DESCRIPTION>LIST OF SUBSIDIAIRES
<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

Granjas Porcinas Del Ecuador,
 S.A.                                 Same         Ecuador

High Plains Bioenergy, LLC            Same         Oklahoma

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

Les Moulins de Madagascar,
 S.A.R.L.                             Same         Madagascar

Lesotho Flour Mills Limited*          Same         Lesotho

Life Flour Mill Ltd.*                 Same         Nigeria

Merriam Financial Services, Ltd.      Same         Bermuda

Merriam Insurance Company, Ltd.       Same         Cayman Islands

Minoterie de Matadi, S.A.R.L.*        Same         Democratic Republic of Congo

Minoterie du Congo, S.A.              Same         Republic of Congo

Mission Funding, L.L.C.               Same         Delaware

Mobeira, SARL                         Same         Mozambique

Molinos Champion, S.A.*               Same         Ecuador

Molinos del Ecuador, C.A.*            Same         Ecuador

Mount Dora Farms de Honduras,
 S.R.L.                               Same         Honduras

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 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 Farmcare (East Africa)
  Limited*                            Same         Kenya

Unga Holdings Limited*                Same         Kenya

Unga Limited*                         Same         Uganda

Unga Millers (Uganda) Limited*        Same         Kenya

*Represents a non-controlled, non-consolidated affiliate.

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>ex31-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
<TEXT>


                                                          Exhibit 31.1

                            CERTIFICATIONS

I, Steven J. 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 5, 2007
                            /s/ Steven J. Bresky
                            Steven J. Bresky, President and Chief
                            Executive Officer

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>7
<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 5, 2007
                             /s/ Robert L. Steer
                             Robert  L.  Steer, Senior Vice President,
                             Chief Financial Officer

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>8
<FILENAME>ex32-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
<TEXT>


                                                     Exhibit 32.1


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

In  connection with the filing of the Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 2006  (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 5, 2007

                                 /s/ Steven J. Bresky
                                 Steven J. Bresky, President and
                                 Chief Executive Officer

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>9
<FILENAME>ex32-2.txt
<DESCRIPTION>CERFITICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906
<TEXT>


                                                     Exhibit 32.2


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

In  connection with the filing of the Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 2006  (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 5, 2007
                                  /s/ Robert L. Steer
                                  Robert  L.  Steer, Senior  Vice
                                  President, Chief Financial Officer


<PAGE>






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
